Term Sheet - Seed Investment

This Term Sheet is used for early stage startups in the lead up to Seed Round Investment. This document establishes the general terms of an investor coming on board in your business and to make sure each party does their due diligence. It sets out the proposed terms including capitalisation, financing terms like liquidation preferences and anti-dilution, and key provisions to be included in the shareholders and subscription agreements, before you proceed to the full agreement. While the clauses binding the Term Sheet (i.e. confidentiality, exclusivity, enforceability and costs) are legally binding, the negotiated terms are not. This Term Sheet is intended to be used as a precursor agreement to a Shareholders Agreement.

Use this Term Sheet if:

You are preparing for Seed Round investment and would like to set out the negotiated and key terms to an investor to join your business.

Why do I need a Term Sheet?

If you are launching your seed investment round and looking at investors coming on board to join your business (such as an angel investor), a Term Sheet is a great document as a pre-cursor to a Shareholders Agreement. It sets out the negotiated terms and clearly states the intention of both parties to enter into a legally binding agreement in the near future.

What does the Term Sheet cover

• Details of investor
• Investment round details
• Class of shares (preference shares or ordinary shares)
• Number of shares
• Investment amount
• Price per share
• Percentage of equity
• Liquidation preference
• Conversion mechanics
• Anti-dilution 
• Dividends provision
• Share cap table
• Timetable to complete agreement
• Key provisions of shareholders and subscription agreements
• Details of board members
• Details of shareholders
• Decisions that need resolutions
• Exclusivity
• Confidentiality

Other documents you may need:

• Term Sheet – Sale of Business
• Information Memorandum Disclaimer
• Allotment Journal