A counter-sale agreement is a bilateral agreement in which the obligations and rights related to the original agreement are stipulated in the sale of the technology or equipment of the contract, and in the counter-sale, the obligations related to the sale of the product produced by that equipment are included, and the roles of the parties to the transaction are seller and buyer, respectively. Counter-sale agreements are essentially different from similar legal structures, such as investment partnership agreements, production partnership agreements, and concession agreements. On the other hand, these contracts are different in nature from domestic legal institutions such as sale, lease with condition of ownership, exchange, and exchange. In the Iranian model, these contracts have a special nature and are not completely identical to any of the foreign or domestic legal institutions. The application of counter-sale contracts in Iran is in oil and gas legal institutions. The main purpose of the present study, which was carried out with a descriptive-analytical method, is to examine and analyze the counter-sale contract with other commercial contracts. The findings of this study show that cross-selling contracts have specific characteristics, while they can create problems, have many advantages, and play a decisive role in exchanges between countries or large companies.