Business & contractsIndia

Prepare an entrepreneur–investor term sheet

Make a first draft, then check it with a grown-up.

Draft a review-ready investment term sheet covering value, money, ownership, dilution, control, conditions and binding status.

ImportantPeopleStarter draft

Who it goes to: Entrepreneur, proposed investor, authorised company decision-makers and transaction advisers

Where it applies: India; entity, state, tax and transaction-specific requirements need checking

01 · What is this?

A term sheet is a short written map of the deal people are discussing.

02 · When is it useful?

Use it when an entrepreneur and investor want to record the proposed investment before the full contracts.

03 · Start here

Write the investment amount, instrument and valuation basis, then mark each clause’s intended binding status.

Gather your pieces

  1. Verify legal parties, company structure, existing shareholders, instruments and authority to negotiate.
  2. Collect a current ownership model, existing investor rights and the evidence behind the proposed valuation.
  3. Get transaction counsel to review both commercial terms and the intended effect of every potentially binding clause.

Your starting text

Replace each [bracketed label] with your own verified details. Open the editor to make it yours, then read it through before sending.

ENTREPRENEUR–INVESTOR TERM SHEET
DRAFT FOR REVIEW — DO NOT SIGN UNTIL THE STATUS SCHEDULE IS COMPLETE

Date / version: [Document date] / [Document reference]
Company and proposed parties: [Company and parties]
Deal purpose and use of funds: [Purpose]

1. TRANSACTION AND INSTRUMENT
Proposed investor, investee, primary subscription or secondary purchase, instrument, currency and proposed investment amount:
[Investment and instrument]
Identify equity, convertible or debt terms precisely. A secondary purchase pays the selling holder rather than necessarily funding the company. Undecided instrument terms remain open.

2. VALUE AND PRICE
Proposed pre-money value, proposed post-money value, pricing date, valuation basis, price per unit and assumptions:
[Pre-money and post-money value]
For a simple primary priced-equity model, show the proposed pre-money value and new cash going into the company separately. Explain option pools, fees, conversions or other changes before reconciling post-money value. Do not apply a simple equation to a structure it does not fit.

3. OWNERSHIP AND DILUTION
Current issued and fully diluted ownership; proposed units or percentage; option-pool treatment; existing convertibles; ownership after the proposed round:
[Ownership and dilution]
Attach a dated calculation with assumptions. The proposal does not issue, transfer or guarantee a percentage.

4. PAYMENT AND COMPLETION
Proposed tranches, payment destination, conditions for release, completion steps, proposed timetable and treatment if conditions fail:
[Payment And Completion]
Do not move money to an unverified account or call an anticipated amount “funding received.”

5. FOUNDER AND EMPLOYEE TERMS
Existing and proposed roles, time commitment, remuneration, equity or vesting questions, departure events and required separate instruments:
[Founder Terms]
No default vesting, forfeiture or compulsory transfer is supplied by this draft.

6. INVESTOR RIGHTS TO DISCUSS
Proposed information rights, board or observer role, reserved decisions, transfer restrictions, future participation and any economic or exit rights:
[Proposed investor rights]
State exact triggers, scope, duration and limits for any proposed right. Silence does not create a liquidation preference, veto, anti-dilution protection or guaranteed return.

7. CONDITIONS AND REVIEW
Due diligence, ownership evidence, corporate approvals, definitive agreements, existing-holder consents and tax, competition, foreign-exchange or sector review where relevant:
[Conditions before completion]
List each condition, responsible person, evidence and target date. Do not assume approval is available.

8. BINDING-STATUS SCHEDULE — COMPLETE EXPRESSLY
For each clause: clause number / intended binding or indicative status / precise obligation / duration / parties / commencement and ending conditions:
[Clause-by-clause binding status]
Commercial proposals are intended for negotiation pending completed definitive agreements and required approvals, except any clause expressly and validly agreed as binding in the completed schedule. Confidentiality, exclusivity, costs, governing law or dispute provisions must each be addressed expressly; none should be guessed from a heading. The final wording and conduct require legal review.

9. CONFIDENTIALITY, EXCLUSIVITY AND COSTS
Proposed terms or an express statement that no new term is proposed; identify any already-existing agreement separately:
[Process Terms]
A proposed exclusivity period must state its scope, start, end and exceptions. Any confidentiality terms must allow disclosures required by law and appropriate professional advice.

10. OPEN TERMS, EXPIRY AND CHANGES
Unresolved points, proposed offer or discussion period, notice contacts and process for changing the reviewed version:
[Open Terms]
Do not invent a universal expiry or termination rule.

REVIEW / APPROVAL RECORD
Responsible authorised reviewer, adviser comments, required approvals and approved version:
[Review Record]

SIGNATURES, IF THE REVIEWED VERSION IS TO BE SIGNED
Use the separately reviewed signature block and capacity details only after the intended legal effect has been settled. This starter supplies no completed execution block, approval, securities or investment commitment.

Your next moves

  1. Reconcile price and ownership calculations with the actual capital structure and obtain the required advice and approvals.
  2. Complete the binding-status schedule and remove undecided terms before signing any version.
  3. Prepare the definitive agreements and valid corporate or regulatory steps; retain evidence of actual completion before describing funding as received.

Real-world check

Substantive original review draft, not an investment approval, securities offer, share allotment or transfer. Term sheets can contain binding clauses; wording, conduct and applicable law matter. No automatic investment, control right, exit entitlement or blanket nonbinding protection is assumed.

Sources & official links