Business & Retail Tech

What is Term Sheet?

Quick answer

A non-binding document that outlines the key terms and conditions of a proposed investment in a startup.

Term Sheet, explained

Before lawyers draft full investment agreements, an investor and a startup agree on a term sheet summarizing the deal. It typically covers the amount being invested, the company's valuation, the type of shares issued, liquidation preferences that decide who gets paid first in a sale, board seats, voting rights, anti-dilution protections, and employee option pools.

Most terms are not legally binding, though clauses such as confidentiality and exclusivity, which prevents the startup from negotiating with other investors for a period, often are. Founders should understand every clause, since some terms can matter more than headline valuation in determining how much founders and employees eventually receive. Experienced legal advice is strongly recommended before signing.

Related terms

Guides that mention Term Sheet