A short document recording the headline terms of a proposed investment or acquisition: price, structure, control rights, exclusivity. Mostly non-binding, and more decisive than much of the binding paperwork that follows.
By the time lawyers draft the long-form agreement, the commercial shape of the deal is settled. It was settled in the term sheet, often in days, by people negotiating with maximum enthusiasm and minimum information.
Last reviewed 3 July 2026 · Free and ungated
Selected senior operators who have signed and regretted these pages can review the terms while they are still movable.
Pressure-test this decisionA term sheet sets out the principal terms of a proposed transaction on a few pages: valuation or price, deal structure, governance and control rights, investor protections, exclusivity and timetable. It is standard in venture and growth investment and common in M&A, where the same instrument also travels as a letter of intent or heads of terms. Most provisions are expressly non-binding; exclusivity and confidentiality usually are binding.
Everything after signature is drafted against the term sheet, so its allocations become the default the other side must spend negotiating capital to move. The headline valuation also does less than the terms around it. Liquidation preferences, anti-dilution protection, board composition and veto rights can shift more value than a ten per cent change in price, and they are agreed at the stage when attention is fixed on the number. A founder or seller comparing two offers by valuation alone is comparing the figures each drafter chose to make visible.