Tech Startup Glossary: Term Sheet

A term sheet is a crucial non-binding agreement that outlines the key terms and conditions of investment in tech startups, serving as the blueprint for the relationship between investors and founders.

Tech Startup Glossary: Term Sheet

Understanding the Term Sheet in Tech Startups

When diving into the world of tech startups, one of the first and most crucial documents you'll encounter is the term sheet. It's essentially the blueprint of the agreement between investors and the startup founders, outlining the key terms and conditions of the investment. Think of it as the prenup of the business world—it might not be the most romantic part of starting a company, but it's absolutely essential to ensure everyone's on the same page.

What is a Term Sheet?

A term sheet is a non-binding agreement that shows the basic terms and conditions under which an investment will be made. It serves as a template to develop more detailed legal documents. While it's not legally binding in most of its parts, it does signify a serious intention by investors to proceed under the terms outlined.

Key Components of a Term Sheet

Understanding the components of a term sheet is crucial for any founder. Here's a breakdown of what you're likely to find:


Investment Details

  • Amount Being Raised: The total amount of money the startup is looking to raise in this round of funding.
  • Type of Security Offered: This could be equity, convertible notes, or a SAFE (Simple Agreement for Future Equity).


  • Board Composition: Details on how the board of directors will be structured post-investment.
  • Voting Rights: Information on who gets to vote on company decisions and how those votes are counted.

Liquidation Preference

This outlines who gets paid first and how much they get paid in the event of a liquidation, sale, or merger of the company.

Anti-Dilution Provisions

These protect investors from dilution in future financing rounds by adjusting the price at which their securities convert into equity.

Option Pool

An option pool is a percentage of the company set aside for future employees. This section details its size and how it affects the valuation.

Why is a Term Sheet Important?

Clarity and Speed: A term sheet speeds up the negotiation process by laying out the terms clearly from the start. This clarity helps both parties reach an agreement faster.

Foundation for Further Agreements: While the term sheet itself is mostly non-binding, it forms the basis for more detailed, legally binding documents. It's the skeleton that the legal flesh will hang on.

Risk Reduction: By agreeing on the term sheet, both parties can reduce the risk of misunderstandings or disputes later on.

Negotiating a Term Sheet

Negotiating a term sheet can be a delicate dance. Here are a few tips to keep in mind:

  • Know Your Worth: Understand your startup's valuation and be prepared to defend it.
  • Prioritize: Not all terms are equally important. Know what's crucial for your startup's future and what you can compromise on.
  • Seek Advice: Don't go it alone. Seek advice from mentors, legal counsel, and other founders who have been through the process.
  • Be Prepared to Walk Away: If the terms are not favorable and negotiations are at a standstill, be prepared to walk away. It's a tough decision, but sometimes it's the right one.

Common Misconceptions

  • "It's All Legally Binding": Most of the term sheet is not legally binding. However, sections like confidentiality and exclusivity are exceptions.
  • "The Terms Are Final": The term sheet is a starting point. Many terms can be negotiated and changed before the final agreement is signed.
  • "Only the Financials Matter": While valuation and investment details are critical, governance, liquidation preferences, and other terms can significantly affect the founders' control and the startup's future.


The term sheet is a pivotal document in the journey of a tech startup. It lays the groundwork for the relationship between investors and founders, setting the stage for the company's growth. Understanding its components, importance, and how to negotiate it can make a significant difference in achieving a favorable outcome for your startup. Remember, it's not just about getting the investment; it's about setting up a partnership that will help your startup thrive in the long run.