Term Sheet

Company: [Company Name] · Investor: [Name/Fund] · Date: [Date]

*This term sheet summarizes the principal terms proposed for a potential investment. Except for the Confidentiality and Exclusivity sections below, this term sheet is non-binding and subject to definitive documentation and due diligence.*

Investment

Amount: [Amount] · Instrument: [ ] Priced equity (preferred stock) [ ] SAFE [ ] Convertible note Pre-money valuation: [Amount] (if priced) / Valuation cap: [Amount] (if SAFE/note)

Key Terms

• Discount rate (if SAFE/note): [%]
• Liquidation preference: [e.g. 1x non-participating]
• Board seats: [Number allocated to Investor, if any]
• Pro-rata rights: [Investor's right to participate in future rounds]
• Information rights: [Financial reporting Investor will receive]

Conditions to Closing

[ ] Satisfactory completion of due diligence [ ] Definitive documents executed [ ] [Other conditions specific to this deal]

Exclusivity

Company agrees not to solicit or negotiate competing investment offers for [Period] from the date of this term sheet.

Confidentiality

Both parties will keep the terms of this term sheet confidential, except as required for legal/tax advice or regulatory purposes.

Expenses

[State whether Company covers Investor's legal fees up to a cap, a common convention in venture financings.]

Company: ______________________ Date: ____________ Investor: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. The exclusivity and confidentiality clauses ARE typically binding even though the rest of a term sheet isn't — read those two sections carefully, since agreeing to an exclusivity period can prevent a founder from talking to other investors while this deal is being finalized.*