Starting a business is not an easy task, especially when it comes to raising funds. While securing funding from venture capitalists (VCs) might seem like the ultimate win, it's important to remember that their investment will come with certain terms and conditions outlined in a term sheet. And as exciting as it is to receive VC funding, having a poorly structured term sheet can lead to disastrous consequences for your startup down the line. In this blog post, we will explore why having a well-structured VC term sheet is critical to your startup success and how you can ensure that you are getting the best deal possible.

Let’s start with the basics first..

What is a VC Term Sheet?

A venture capital (VC) term sheet is a document that outlines the terms and conditions of an investment agreement between a venture capital firm and a startup company. It serves as a blueprint for the investment and provides a framework for negotiations between both parties. The term sheet covers various aspects of the investment, including financial terms, governance, control, rights, and protections.

VC Term Sheet Breakdown: Key Sections

  • The valuation of the company
  • Security type

Here are some key components typically found in a venture capital term sheet:

  • Investment Details: The term sheet specifies the amount of investment proposed by the venture capital firm, the type of securities to be issued (e.g., preferred stock), and the valuation of the startup.
  • The valuation of the company- This section in a venture capital (VC) term sheet specifies the agreed-upon value of the startup at the time of the investment. It outlines the pre-money valuation and post-money valuation, which are key financial aspects of the investment. Pre-Money Valuation is the estimated value of the startup immediately before the investment takes place. Post-Money Valuation: This is the valuation of the company immediately after the investment has been made.
  • Liquidation Preference: It defines how the proceeds from a liquidity event, such as a sale or IPO, will be distributed among the shareholders. Liquidation preference determines the order in which investors and founders receive their share of the proceeds.
  • Conversion Rights: If the startup later undergoes an initial public offering (IPO) or other conversion events, the term sheet outlines the conditions under which the preferred shares held by the venture capital firm can be converted into common shares.
  • Board of Directors: The term sheet specifies the composition of the board of directors and may include provisions regarding the appointment of investor representatives. It outlines the voting rights and decision-making processes within the board.

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  • Anti-Dilution Protection: This provision ensures that the venture capital firm's ownership percentage in the startup is not significantly diluted if the company raises additional funding at a lower valuation in the future.
  • Rights of First Refusal and Co-Sale: The term sheet may grant the venture capital firm the right to participate in future equity sales of the company, as well as the right to sell their shares alongside the founders and other shareholders in the event of a proposed sale.
  • The rights and obligations of parties- This section outlines the specific rights, responsibilities, and obligations of both the startup (issuer) and the VC firm (investor). It details the specific rights granted to the VC firm. It may include provisions such as information rights, board representation, voting rights, inspection rights, and participation rights in future funding rounds. It may also include provisions related to management and control of the company, non-compete agreements, employment agreements, and any special rights or restrictions associated with the founders' shares.
  • Conflict resolution- This section addresses the procedures and mechanisms to be followed in the event of disputes or conflicts between the startup and the VC firm. It aims to establish a framework for resolving disagreements fairly and efficiently.

It's important to note that a term sheet is a non-binding agreement, serving as a basis for further negotiations and due diligence. The final terms and conditions are typically laid out in the definitive legal agreements, such as the stock purchase agreement or the shareholders' agreement, which are drafted after both parties reach a mutual understanding of the key terms outlined in the term sheet.

How to Get a Fair VC Term Sheet?

Obtaining a fair venture capital (VC) term sheet involves careful negotiation and understanding of the investment landscape. Here are some steps to increase your chances of securing a fair VC term sheet:

  • Build a Strong Business Case: Before seeking funding, ensure that your business model, product or service, market opportunity, and growth potential are well-documented and compelling. Demonstrating a solid business case increases your leverage during negotiations.
  • Research and Understand Market Standards: Educate yourself on current market practices and standards for VC term sheets. This includes understanding typical valuation ranges, liquidation preferences, board composition, and other terms relevant to your industry and stage of growth. By being well-informed, you can identify when terms are unfair or unfavourable.
  • Engage with Multiple Investors: Don't rely on a single investor or term sheet. Engage with multiple potential investors to create competition and foster a sense of urgency. This can improve your bargaining power and increase the likelihood of receiving more favourable terms.
  • Seek Advice from Experienced Advisors: Surround yourself with experienced advisors, such as lawyers, accountants, or mentors who have knowledge and expertise in VC financing. They can provide guidance, help you navigate negotiations, and ensure you understand the implications of various terms.
  • Prioritize Relationship Building: While financial terms are crucial, consider the long-term partnership with the VC firm. Look for investors who bring value beyond capital, such as industry expertise, strategic connections, and a shared vision. A fair term sheet should align with your goals and foster a positive relationship.
  • Negotiate Key Terms: Focus on negotiating key terms that significantly impact your control, ownership, and future fundraising. These may include board composition, protective provisions, anti-dilution protection, and rights of first refusal. Be prepared to explain and justify your position based on your business's unique circumstances.
  • Seek Legal Review: Engage a qualified lawyer experienced in venture capital financing to review the term sheet and negotiate on your behalf. They can identify potential pitfalls, protect your interests, and ensure that the final agreement is fair and equitable.

Do keep in mind that negotiation is a collaborative process, and both parties strive for mutually beneficial terms. Be open to discussions, understand the investor's perspective, and aim for a term sheet that sets a strong foundation for your business while offering reasonable returns to the investor.


As we have seen in the sections above, a venture capital (VC) term sheet serves as a critical document that lays the groundwork for investment agreements between startups and VC firms. It outlines the terms and conditions of the investment, covering aspects such as financial terms, governance, control, and rights. The term sheet provides a framework for negotiations and serves as a guide for drafting definitive legal agreements. Navigating the world of venture capital financing can be complex, but with a clear understanding of the VC term sheet and the ability to negotiate fair terms, entrepreneurs can foster positive investor relationships and position their startups for growth and success.

Frequently Asked Questions

  1. Which are the major sections of a VC term sheet?

Certain important sections of a VC term sheet are mentioned below.

  • Investment amount
  • The valuation of the company
  • The rights and obligations of parties
  • Conflict between the parties

2. Investor-entrepreneur conflicts: what are their potential sources?

The most prominent ones are anti-dilution provisions, exit strategy, and liquidation preferences.

3. How can a venture capital (VC) term sheet help to lessen the potential sources of Investor-entrepreneur conflicts?

A VC term sheet helps lessen potential conflicts by aligning interests, defining corporate governance, specifying information rights, establishing dispute resolution mechanisms and outlining rights and obligations. By clarifying expectations and providing a framework for collaboration, the term sheet promotes transparency, reduces misunderstandings, and fosters a harmonious investor-entrepreneur relationship.