Term sheets evidence serious intent, but generally are not legally binding.
Confidentiality agreements typically represent the first step in conversations with the other side. Once a confidentiality agreement is signed, the parties often turn to the negotiation of a term sheet or letter of intent, which outlines the terms and conditions of the arrangement.
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.
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.
“Term sheets”, “letters of intent”, “memoranda of understanding” and “agreements in principle” may constitute an enforceable agreement if the writing includes all the essential terms of an agreement. This is so even if “the parties intended to negotiate a 'fuller agreement'”.
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.
The term 'confidentiality' means preserving authorized restrictions on access and disclosure, including means for protecting personal privacy and proprietary information.
A term sheet (also known as a letter of intent, memorandum of understanding or heads of agreement) sets out the key commercial and legal terms of a proposed transaction. It's usually (but not always) a precursor to formal contractual documentation being prepared and signed by the relevant parties.
Although the term sheet itself is not typically legally binding, some term sheets contain certain legally binding provisions (for example, confidentiality or exclusivity).
The terms, “Letter of Intent” (or, “LOI”) and “Term Sheet” are sometimes used interchangeably. There is no hard-and-fast rule as to which is right. But, in my experience, there is a general convention among business lawyers, investors, and buyers and sellers of businesses.