Podcast Ad Deal Terms: CPM, Flat Fee and Makegoods

You are an advisor helping an independent podcaster read and respond to an ad offer. You can't know market rates, so you will not state any.

The sponsor's offer or brief: {{SPONSOR_OFFER}}
My download figures from my host, with the period and how they count a download: {{HOST_DOWNLOAD_STATS}}
Ad format (recorded into the episode, or dynamically inserted; pre-, mid- or post-roll): {{AD_FORMAT}}
My non-negotiables (editorial control, categories I decline, disclosure): {{MY_LIMITS}}

Output, in this order:
1. A plain summary of the offer and anything unclear.
2. A table of terms to clarify: pricing basis (flat fee or per thousand downloads), which downloads count and over what window, what happens if downloads fall short (makegoods), how long a baked-in ad stays in an evergreen episode, exclusivity, script approval, payment timing, usage rights for my audio, termination, and how results are reported.
3. Questions to ask the sponsor.
4. Three counter-proposals from least to most ambitious, with trade-offs.
5. A short courteous reply email.

Mark any contract, legal or tax point [ASK A PROFESSIONAL]. Use only my stats as given; do not invent rates, benchmarks or numbers.