What is a Term Sheet? Exploring the Basics and Key Terms

safe notes vs convertible notes

Is your startup on the verge of securing a significant investment or exit deal? Navigating the complex world of term sheets can be daunting. But fear not! This comprehensive guide on “what is a term sheet” will provide you with a fresh perspective on the topic and equip you with the knowledge you need to understand, negotiate, and finalize a term sheet confidently. Let’s dive in!

Key Takeaways

  • A term sheet outlines the key components of an investment agreement, including valuation, liquidation preference and voting rights.
  • Negotiating a term sheet involves researching potential investors to gain insight into their preferences and understanding protective terms to limit risks.
  • After signing a term sheet founders should understand due diligence process & legal obligations for successful deal closure.

Defining a Term Sheet

A term sheet is a document that outlines the key terms and conditions of a particular agreement. It is not legally binding but provides a framework for further discussions. It serves as a blueprint for legal paperwork, ensuring that the parties agree on major aspects before proceeding. The lead investor and the startup must reach a consensus on four primary components:

  1. The deal economics
  2. The investor rights
  3. The governance and oversight
  4. The exit terms

The negotiation process usually lasts around one week, during which the term sheet may also encompass provisions related to a future financing round, such as anti-dilution protection and pro rata rights. Board structure is critical in a term sheet, as it can lead to the founder’s loss of control over their company. Founder vesting serves as an incentive for co-founders to remain with the company and prevents stock dilution during future rounds of financing.

Purpose of a Term Sheet

A term sheet’s purpose is to outline the primary terms and conditions of a proposed transaction or investment in a preliminary, non-binding format. Early term sheets provide investors with guidance in evaluating whether a company is a viable investment option and what the terms of the investment should be. Despite their less frequent use in SAFE and convertible note rounds, due to the simplicity of these legal documents, term sheets maintain an important function in priced financing rounds.

Term sheets, by encapsulating key aspects of a deal, mitigate potential misunderstandings or disagreements, thus avoiding legal disputes. They ensure that both parties are on the same page, setting the stage for a smooth and successful investment or exit process.

Non-binding Nature

Although a term sheet is not legally binding, it demonstrates the intention of both parties to progress with the transaction and serves as the foundation for a non binding document that will later evolve into a legally binding contract. The non-binding nature of a term sheet implies that parties are not obliged to carry out the transaction specified in the term sheet, thus providing some flexibility during the negotiation process.

Even though a term sheet isn’t legally binding, it still significantly influences the crafting of definitive agreements. It outlines the essential terms of the agreement, guiding the creation of legally binding documents that will finalize the investment or exit deal. This ensures that both parties are clear on the terms and conditions before committing to a binding agreement.

Key Components of a Term Sheet

Term sheets encompass vital components like valuation, liquidation preference, and voting rights, shaping the deal structure and the company-investor relationship. The valuation component of a term sheet comprises securities being issued, board rights, investor protections, economic details, money raised, pre-money valuation, non-participating liquidation preference, conversion to common, and anti-dilution provisions.

Liquidation preference determines the structure of the agreement and the interaction between the company and investors. Voting rights stipulated in a term sheet determine the rights of the investors with respect to voting on company decisions. Comprehending these vital elements is crucial for founders and investors alike, facilitating a mutually beneficial and fair agreement.

Valuation: Pre-Money and Post-Money

Valuation is a critical aspect of a term sheet, as it directly impacts the percentage of equity an investor will receive and the option pool for future employees. Pre-money valuation refers to the company’s valuation prior to the injection of venture capital, while post-money valuation is the valuation of a company after venture capital investment has been made. Founders should strive to attain a fair market value that is neither overly ambitious nor overly conservative.

Option Pool, another vital component in a term sheet, represents the equity set aside for potential future employees. It is recommended to leave 10-15% of stocks in the Option Pool for the majority of startups. Pro rata rights and anti-dilution provisions protect investors when a company issues or sells new shares. These rights allow investors to acquire a portion of the new shares, safeguarding their investment.

Liquidation Preference

The term ‘liquidation preference’ on a term sheet is crucial, as it sets the payment hierarchy in case of liquidation, bankruptcy, or sale, thereby protecting investors and impacting other shareholders’ payout. A liquidation preference of 1x implies that, should the company be sold, the venture capitalists will receive their initial investment back prior to the other shareholders being able to divide any residuals.

Redemption rights, another term often included in term sheets, indicate that investors may have their existing shares redeemed by the company at a price that has been previously established. While these provisions protect investors in a range of scenarios, founders must comprehend the impact of these terms on other shareholders’ remuneration and the company’s prospective growth.

Voting Rights and Preferred Stock

Voting rights and preferred stock define the control of the company and the investors’ rights, with the latter usually granting investors special rights and privileges. Common stock is generally issued to founders and employees, while preferred stock offers certain investors particular privileges. The relation between holders of preferred stocks and common stocks in terms of voting rights is of utmost importance, as it will determine who has the most influence in terms of determining corporate policies.

A right of first refusal clause mandates that all current shareholders are apprised and are endowed with the prerogative to purchase stock from an investor who is selling, thus precluding clandestine transfers of stock from transpiring. Founders need to understand the power and control dynamics within their company, and the rights and privileges that preferred shareholders hold, to guarantee a fair and mutually advantageous agreement for all involved parties.

Negotiating Terms in a Term Sheet

Negotiating a term sheet can be a complex process, as both founders and investors aim to secure the most favorable terms for their respective interests. Investigating potential investors, and grasping their preferences and negotiation styles can assist founders in finding suitable partners and sidestepping potential pitfalls. Maintaining equilibrium between control and investment is of great importance, as it guarantees that both parties have an equitable and advantageous agreement.

Seeking professional advice from a lawyer or experienced professional can help founders identify potential risks and red flags in a term sheet, as well as guide them through the negotiation process. By taking all facets of the term sheet into account and negotiating honestly, founders and investors can collaborate to forge an agreement that is mutually beneficial, setting the stage for a prosperous partnership.

Researching Investors

Founders should research potential investors, as well as other investors, in order to gain insight into their preferences and negotiation stances, thus ensuring a compatible partnership. In order to research potential investors, one can:

  • Utilize their professional network
  • Peruse their websites
  • Utilize online platforms
  • Ensure that their goals are compatible with potential investors

By understanding an investor’s track record, reputation, and investment strategy, founders can better assess whether a potential investor is a good fit for their company and its goals. This research will also aid in the negotiation process, as founders will be better equipped to discuss terms and conditions with investors who share similar objectives and expectations.

Balancing Control and Investment

Startups should aim to raise capital while maintaining control over their company, negotiating terms that protect their interests and allow for growth. To ensure a balance between control and investment, one should:

  • Be aware of their risk tolerance
  • Create a balanced investment strategy
  • Set clear investment goals
  • Regularly review and rebalance their portfolio

For instance, a startup might decide to limit the equity it distributes to investors to maintain control over the company. They may also negotiate terms that give them the authority to repurchase shares if certain stipulations are fulfilled. By striking a balance between control and investment, startups can secure the funding they need while retaining the ability to make key decisions and steer the company’s growth.

Seeking Professional Advice

Obtaining objective advice from a lawyer or experienced professional can aid founders in recognizing potential risks and red flags in a term sheet. When seeking professional advice, one should take into account the advisor’s expertise, fees, and experience. It is prudent to seek professional advice when confronted with complex or unfamiliar situations, when the stakes are high, or when specialized knowledge or expertise is required.

Engaging in discussions about their term sheet with a professional can provide founders with valuable insights into the legal implications of the agreement, circumvent potential risks, and ensure a fair and advantageous deal. This advice can also help founders navigate the negotiation process and address any concerns or questions that may arise during discussions with potential investors.

Red Flags and Potential Risks

Identifying red flags and potential risks in term sheets is essential to avoid unintended consequences for founders and limit future financing flexibility. Some red flags and potential risks to be aware of include:

  • Excessive control provisions
  • Greater than 1x liquidation preferences
  • Re-vesting over 4 years
  • Super pro-rata rights
  • Term sheets that may be binding

By staying alert to these risks and negotiating protective terms, founders can enter into an agreement that fosters company growth and success, while maintaining a balanced relationship with investors.

Anti-Dilution Provisions

Anti-dilution provisions protect the value of investors’ equity in the event that the startup raises further funding at a lower valuation than the preceding round. While these provisions can give investors more control over the company, they may also hinder the startup’s growth and future financing opportunities.

Ratchet-based anti-dilution, for example, adjusts the Series A price to a lower price if the company issues new shares at a lower price, providing investors with an augmented amount of stocks for their initial investment. Founders should carefully consider the implications of anti-dilution provisions in their term sheet and negotiate terms that balance the protection of investors with the company’s growth potential.

No-Shop/Exclusivity Clauses

No-shop/exclusivity clauses restrict a startup from engaging in negotiations or transactions with other parties for a specified period of time, typically 30-60 days. These clauses are intended to protect the interests of the parties involved in the transaction, ensuring that the startup does not seek other offers while the investor completes the process within a reasonable timeframe.

However, no-shop/exclusivity clauses can also limit a startup’s options and negotiating power during the term sheet process. Founders should be cautious when agreeing to such clauses and consider whether the potential benefits outweigh the restrictions they impose on their ability to explore other financing options.

After the Term Sheet: Moving Forward

Once a term sheet is signed, the next steps involve the due diligence process, followed by drafting and negotiating legally binding agreements based on the agreed-upon terms. This process ensures that the investment or exit deal is finalized with all parties fully aware of their obligations and rights.

Comprehending the steps post-signing a term sheet allows founders to adequately prepare for upcoming challenges and responsibilities, thus guaranteeing a seamless transition from negotiation to final agreement execution and successful deal closure.

Due Diligence Process

During the due diligence process, a thorough examination of the company’s financials, legal documents, and other relevant information is conducted to ensure the accuracy and validity of the terms outlined in the term sheet. This process involves the collection and confirmation of facts, the carrying out of investigations, and the assessment of risks and adherence to regulations.

The due diligence process is a critical step to ensure all parties involved in a business or investment transaction fully understand the circumstances, thus mitigating the risk of making a wrong decision or entering into a disadvantageous agreement. By conducting thorough due diligence, founders can:

  • Identify and address any issues or concerns that may arise
  • Gather all necessary information and documentation
  • Evaluate the financial health and performance of the business
  • Assess the legal and regulatory compliance of the business
  • Analyze the market and competitive landscape
  • Understand the potential risks and opportunities
  • Negotiate favorable terms and conditions
  • Ensure a successful investment or exit deal.

Drafting Legal Agreements

Once due diligence is complete, legal agreements are drafted and negotiated, incorporating the terms from the term sheet and finalizing the investment or exit deal. This process entails:

  • The parties concerned in the agreement negotiating the conditions of the agreement
  • Incorporating the terms from the term sheet
  • Executing the legal documents

The culmination of the investment or exit deal involves the execution of the legal agreement and the fulfillment of any due diligence process. Ensuring the accurate reflection of all terms and conditions in the legal agreements allows founders and investors to finalize their deal confidently and proceed with their partnership.


Understanding, negotiating, and finalizing a term sheet is a critical step for startups securing investments or exit deals. By familiarizing themselves with key components, identifying red flags, and seeking professional advice, founders can ensure a fair and beneficial agreement for both parties. With a strong foundation laid through an equitable term sheet, startups can confidently navigate the complex world of investments and exits, setting the stage for continued growth and success.

Frequently Asked Questions

What is the purpose of a term sheet?

A term sheet is a non-binding document that outlines the terms and conditions of an investment, typically used by entrepreneurs to attract venture capitalists with capital to fund their enterprises. The document summarises the key points of agreement between both parties before further legal agreements and due diligence take place.

What is another name for a term sheet?

Term sheets are also known as “letter of intent,” “memorandum of understanding,” or “heads of agreement.” They primarily focus on the business points of a transaction and do not require legal consultation before signing.

What is the difference between a term sheet and a definitive agreement?

The Term Sheet outlines the key details of a proposed transaction, but it does not contain all of the terms and conditions that are found in the Definitive Purchase Agreement. The Definitive Purchase Agreement is the legally binding document that finalizes all aspects of the deal.

What happens after a term sheet is signed?

Once the term sheet has been signed, comprehensive legal documents will need to be prepared, reviewed, and executed in order to finalize the investment.

What is the difference between pre-money and post-money valuation?

Pre-money valuation is the value of a company before receiving venture capital, while post-money valuation is the value of the company after venture capital has been injected.

Legal Disclaimer

The information provided in this article is for general informational purposes only and should not be construed as legal or tax advice. The content presented is not intended to be a substitute for professional legal, tax, or financial advice, nor should it be relied upon as such. Readers are encouraged to consult with their own attorney, CPA, and tax advisors to obtain specific guidance and advice tailored to their individual circumstances. No responsibility is assumed for any inaccuracies or errors in the information contained herein, and John Montague and Montague Law expressly disclaim any liability for any actions taken or not taken based on the information provided in this article.

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