Exclusivity - This is a standard condition that requires that you don't talk to other investors for a specific period after you sign the term sheet and while the investor is doing their due diligence. But be sure the time period isn't too long - 30-45 days is about right.
A binding term sheet obligates the parties to proceed with the transaction under the terms laid out, subject to due diligence and definitive agreements. A non-binding term sheet serves as a preliminary agreement with some binding clauses but does not compel the parties to finalize the transaction.
6 Tips for Writing a Term Sheet List the terms. Summarize the terms. Explain the dividends. Include liquidation preference. Include voting agreement and closing items. Read, edit and prepare for signatures.
CohnReznick's Beth Mullen looks at several important points in a deal term sheet. Credit delivery amount and timing. Guarantees. Reserves. Year 15 exit options. Implied costs for third-party reports.
A term sheet may be prepared by either party – the investor or the founder. Usually, if a venture capital firm is investing, the VC offers a term sheet.
Legal counsel is essential when creating or reviewing a term sheet to ensure that the terms are clear, fair, and protect your interests. An experienced attorney can help identify potential issues and provide valuable negotiation advice.
Although the term sheet itself is not typically legally binding, some term sheets contain certain legally binding provisions (for example, confidentiality or exclusivity).
How to Prepare a Term Sheet Identify the Purpose of the Term Sheet Agreements. Briefly Summarize the Terms and Conditions. List the Offering Terms. Include Dividends, Liquidation Preference, and Provisions. Identify the Participation Rights. Create a Board of Directors. End with the Voting Agreement and Other Matters.
Term sheets evidence serious intent but are generally not legally binding.