Non Binding Term Sheet

Non Binding Term Sheet - Overview

The fundamental terms and conditions of an investment are listed in a term sheet. The term sheet serves as a model and the foundation for all final and essential legal documents. It clearly provides insights regarding all the rules and conditions based on which the investment is made. Before putting the legal agreements into effect and starting the procedure, the parties sign out their agreement in the term sheet. Any changes regarding the business terms can be conducted using the non binding term sheet.

Term sheets are typically associated with startups. It is regarded by business owners as an essential document for luring investors to support their ventures. A non binding term sheet is an important piece of paperwork for a business owner.

A non-binding term sheet agreement outlines an investment's fundamental terms and conditions. It is typically connected to startups. Entrepreneurs believe that, this document is essential for drawing in investors, like venture capitalists (VC), who have the funds to finance businesses.

What Are the Key Features of a Non binding Term Sheet?

A Non binding term sheet is a contract that specifies the rules for how the investor and the entrepreneur should behave in order to safeguard the investments. It lays the foundation for potential investments and offers a point of discussion for the last agreement.

The key features of non binding term sheets are

• It is a written document in line-item format
• This agreement is optional
• The term Sheet may be changed at any time as per the requirement
• It is signed before the final agreement
• Serves as a reference document for composing the final document

Term Sheet Checklist

Make sure to follow this checklist when you are dealing with a non binding term sheet

• Print out a copy of the term sheet for every party to the agreement
• The lead investor, any additional Investors, and the founding members of the investee company should all sign the term sheet
• Online signing of the non binding term sheet is not permitted
• If management rights are being granted, print out the managerial rights memo at the end of the deal, have the founders sign it, and give it to the lead investor
• The management rights document cannot be signed online
• The non binding term sheet is thought to have been executed on the day that the parties signed
• If multiple people signed on different days, it is the day on which the last person did so.

Term Sheet Template

Issuer: [Name] (the ‘Corporation’)
Nature of the Offering: [Brokered or non-brokered] [private placement] (the ‘Offering’) of [Common Shares]
Type of Security: [Common Shares]
Offering Size: [Up to ₹50 million]
Issue Price: [₹₹₹] per [Share] (the ‘Issue Price’).
Commission: [6.0]%
Capitalisation: Approximately [₹ 60,000,000]. Set forth as ‘Exhibit [A]’
Dividends: [Describe the dividend policy.]
Preferential Liquidation Rights: [Describe any liquidation preferences.]
Definition of Liquidation Event: [Include definition from legal counsel.]
Conversion Rights: [Describe, if applicable.]
Anti-Dilution: [For example: The Shares shall have certain customary anti-dilution protection for any share issuances at prices less than the Issue Price based on a weighted average formula, and subject to standard exceptions.]
Voting Rights: [Describe the voting rights.]
Use of Proceeds: [The proceeds from the offering shall be primarily used for general corporate and working capital purposes.]
Closing Conditions: [Closing of the offering shall be conditional upon the completion of satisfactory due diligence, the execution of requisite definitive agreements for completion of the offering, receipt of all requisite corporate approvals and third party consents for the offering. Etc.]
Agent: [Generic capital corp.]
Closing Date: [DD/MM/YYYY]

What Is the Purpose of a Term Sheet?

The term sheet should only cover the key elements of a trade, leaving out the minor details that would be resolved by a legally binding contract. In order to ensure that the parties to a commercial transaction agree on the essential terms, the term sheet creates the framework. The term sheet reduces the likelihood of miscommunication or unneeded conflict. The term sheet also makes sure that expensive legal fees associated in drafting a legally enforceable agreement are not incurred. The following elements, which are as follows, are included in every term sheet:

Things to Keep In Mind While Signing the Term Sheet

Start-up Term sheets serve as a formal contract between the startup founder and possible investors. Venture capitalists typically provide funding to start-ups. The following conditions should be taken into account in a startup term sheet:

The term sheet is an optional piece of writing. The terms of the term sheet are not legally binding on either party, including the venture capitalists and the entrepreneur.

Clear mention should be made of company valuations, investment amounts, stake percentages, and anti-dilutive clauses.

Typically, startups seeking finance rely on venture capitalists, who strive to maximise their return on investment. Due to this, the venture capitalist requested and received an unwarranted influence on the course of the company.

How the entrepreneur and investors will split sales proceeds must be laid out in the term sheet.

The length of time the investor must remain vested should be specified in the term sheet.

Process to Be Followed From the Term Sheet to the Signed Deal

Before the term sheet and agreement are signed, a number of steps must be completed after venture capitalists have expressed interest in participating in the company. The next step is to agree to the specific contract terms and conditions. The process is rather technical, thus it needs to be properly structured with the help of a lawyer. Before you may sign the last contract, a number of tasks need to be completed. There are a few things to do before the agreement is finalised:

Further, deal finalisation includes

What is Term Sheet Format?

Once venture capitalists have expressed interest in investing in the company, a number of processes must be conducted before the non binding term sheet format and agreement are signed. Accepting the particular terms and conditions of the contract is the next stage. The procedure is completely legal, so a lawyer services must be properly involved in structuring it.

Before signing the final agreement, there are a number of processes that must be taken, including

• Negotiating the parameters of the final contract
• Performing due diligence
• Deal completion

2. Deal completion also includes:

• Launching due diligence
• Contract understanding
• Length of time required to turn the term sheet format into a written agreement

A non binding term sheet format is written in a way that it covers the fundamental structure that aids in sealing the business deal. In general, it contains a summary of the contents of the transaction agreements. On the basis of the initial terms finalised in a term sheet format, the agreements are subsequently concluded. An investor bases his investment decision on the information in the term sheet. The term sheet format should contain the following fundamental components and details:

• Corporate valuing
• Information about the parties involved
• Sum of the investment
• Stake in percentage
• Vote in the corporation
• Preference for liquidation
• Investor Initiative

Startup Term Sheet

A startup term sheet is a document outlining the basic terms and conditions of a proposed investment deal between a startup company and an investor. It is a non-binding agreement between both parties, which lays the groundwork for a more detailed and legally binding investment agreement.

The primary purpose of a startup term sheet is to outline the key terms and conditions of the investment, such as the amount of investment, valuation of the company, rights of investors, and other provisions. This document is usually prepared during the early stages of negotiations between the startup and investor, and helps both parties to arrive at a mutual understanding of the investment deal.

What Are Benefits of Term Sheet?

Clear Communication: A startup term sheet lays out the key terms and conditions of the proposed investment deal in a clear and concise manner, helping both parties to understand each other's expectations and arrive at a mutual understanding of the investment deal.

Time-Saving: A term sheet saves time by allowing both parties to negotiate and agree on the key terms and conditions before the investment agreement is drafted. This helps to avoid potential misunderstandings and disagreements during the drafting process, which can be time-consuming and expensive

Flexibility: A term sheet is a non-binding agreement, which provides flexibility to both parties to negotiate and modify the terms of the investment deal. This allows for a more collaborative and iterative process of negotiation, which can help to build a stronger relationship between the startup and the investor

Reduced Risk: By setting out the key terms and conditions of the investment deal upfront, a term sheet can help to reduce the risk of disputes and disagreements during the investment process. This can help to create a more stable and secure investment environment for both parties

Protection of Interests: A term sheet helps to protect the interests of both parties by outlining the key terms and conditions of the investment deal in a clear and concise manner. This can help to ensure that both parties are on the same page and are working towards a common goal.

Example of Term Sheet

The following term sheet example is based on a form that has been passed around. It shows how the contract should look and what information needs to be in it.

Issuer: The Company Name

Securities: Series A Common Stock

Valuation of the Company: ₹37,648 thousand (pre-money)

Amount of the offering: ₹7,528 thousand

Number of shares: 941 thousand share

Price per share: ₹8

Investor(s): Ventor Firm I or its affiliated entities and other investors acceptable to the Company.

Capitalisation: See attached capitalisation table for the Company's pre-financing capitalisation and pro forma capitalisation.

Anticipated closing date: Initial closing on or before 15 October 2019, with additional closings within 120 days.

Tips for Writing a Term Sheet

Each term sheet will be unique because the parties, circumstances, scenario, and agreement are rarely the same. However, there are general guidelines for writing a term sheet that apply to almost every circumstance:

Draft a summary that outlines the term sheet's overarching goals and expected results at the front of the document. This involves mentioning the project (such as Seed) in detail.

Expectations of whether the agreement is binding or not should be clearly stated in the term sheet. This is frequently stated in the term sheet's first section.

Although simple, keep in mind that a term sheet is the first official, clear document the opposite party might have. Although the term sheet shouldn't contain all the information in the agreement, it should nonetheless contain enough information to pique the interest of the other party without being overly detailed. The major points of an agreement should be covered in the term sheet, with the understanding that the minor points can be worked out later.

Despite the fact that the term sheet is not binding, it should still have an expiration date that demands the other party to act by that date and time. This will not only promote involvement and action on the term letter, but it will also prevent the terms of the agreement from becoming stale and unfavourable if left open for an extended period of time.

A term sheet that notes changes in a Word document might be distributed. The term sheet should ideally contain all of the parties' agreed-upon language in its initial form with no additional revisions. Realistically, it's uncommon to succeed with this. Even if you must make sure the other party doesn't make changes without being tracked, doing so makes it simple for both sides to pinpoint the issues they have yet to resolve.

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