What Is A Term Sheet? A Guide For Startup Founders

For many founders, receiving a term sheet is one of the most exciting and intimidating moments in the startup journey. It signals that an investor is serious – serious enough to outline the conditions under which they’d be willing to fund your company.

But, while the document may look straightforward, it shapes everything from control and ownership to the long-term structure of your business. Understanding what a term sheet is, how it works and why it matters is essential for any entrepreneur preparing to raise capital.

A term sheet is a non-binding agreement that outlines the key terms and conditions of a potential investment. It’s not a contract per se, but it acts as a roadmap for the binding legal documents that follow –  usually the subscription agreement, shareholders’ agreement and investment agreement.

Think of it as the blueprint for the deal – it sets expectations, clarifies responsibilities and helps both sides understand what they are actually agreeing to. It’s pretty much everything you need to know and agree on before you move forward officially and legally.

And, because it’s typically only a few pages, the term sheet forces clarity. It focuses attention on the details that matter most.

What a Term Sheet Covers

Although every deal is different, most term sheets deal with several core areas.

Investment amount and valuation

This is where the numbers appear – how much the investor will put in, the agreed valuation of the company and what percentage of equity the investor will receive. The valuation matters far beyond the immediate round – it influences future dilution, future fundraising dynamics and the company’s perceived trajectory.

Type of shares

Startups usually issue preferred shares to investors. These come with additional rights not given to ordinary shareholders, including liquidation preferences or anti-dilution protections. The term sheet outlines exactly what those rights look like.

Board structure and governance

A term sheet often sets out how the board will be structured after the investment. For instance, will the investor get a board seat? How many seats will founders keep?

Governance terms clarify who gets a say in key decisions – everything from future fundraising to major operational shifts.

Liquidation preferences

This determines who gets paid first in the event of a sale, merger or wind-down. For instance, a “1x liquidation preference” typically means the investor gets their original investment back before any other shareholders are paid. These clauses have a big impact on what founders and employees receive if the company exits.

Founder responsibilities and restrictions

Some term sheets include clauses relating to founder vesting, non-compete agreements or what happens if a founder leaves. These exist to protect the investor’s long-term stake in the business.

Other rights

There may be provisions relating to voting power, pro-rata investment rights (that is, the right to invest in future rounds), information rights (access to financials) and more. These ensure investors can maintain visibility and influence as the company grows.

Why the Term Sheet Matters

Although it’s non-binding, the term sheet sets the tone for the entire relationship. Most founders and investors negotiate here, not during the later legal process. If something appears in the term sheet, it’s likely to appear (in legally enforceable form) in the final documents.

A well-structured term sheet can speed up the fundraising process, build trust and clarify a shared vision for the company. A poorly understood one can lead to misunderstandings, delays or signing away more control than a founder realises. For first-time founders especially, taking time to fully understand every clause is not optional – rather, it’s essential.

How to Approach a Term Sheet

Founders don’t need to be legal experts, but they should know enough to ask smart questions. Understanding valuation mechanics, preferred shares, dilution, board rights and exit structures makes negotiations smoother and more confident. Many founders also work with lawyers who specialise in venture deals – not because deals are adversarial, but because clear agreements protect everyone involved.

It’s also worth treating the process as a partnership rather than a transaction. The term sheet isn’t just about money – it’s about aligning expectations, building a healthy working relationship and ensuring the company can grow without unnecessary friction.