Term Sheet Drafting
Get the deal skeleton right — investment, M&A and partnership term sheets drafted and reviewed before lawyers get expensive.
- Deal Shape Locked Right
- Plain-English Decoding
- Binding vs Non-Binding Clarity
What is Term Sheet Drafting?
Every significant deal — fundraise, acquisition, strategic partnership — starts with a term sheet: the 2–6 page document fixing valuation, structure, rights and obligations before full agreements are drafted. Its paradox: mostly non-binding, yet practically decisive — renegotiating definitive documents against a signed term sheet is an uphill battle.
Taxwapsi drafts and reviews term sheets with that reality in mind: economics (valuation, option pool timing — pre- or post-money changes your dilution materially), control terms (board, reserved matters), exit rights, exclusivity and confidentiality (the binding parts), and clean drafting that prevents "we never agreed to that" disputes at definitive stage.
For founders receiving investor term sheets, our review decodes every clause into plain English with market benchmarks — what is standard, what is aggressive, what to negotiate — before your signature locks the deal's shape.
Expert Pro Tip
Check whether the ESOP pool expands pre-money or post-money — a 10% pool created pre-money comes entirely out of founders' equity and silently cuts your effective valuation by that much. It is the most expensive line founders skim past.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
Investor term sheet review (48 hours).
All Inclusive
Get StartedWhat you'll get
- Clause-by-clause analysis
- Plain-English risk note
- Market benchmark comparison
- Negotiation points list
- Walkthrough call
Standard
Term sheet drafting + negotiation support.
All Inclusive
Get StartedWhat you'll get
- Everything in Starter
- Term sheet drafted your side
- Dilution modelling (pool, convertibles)
- 2 negotiation revision rounds
- Binding/non-binding architecture
Pro
Term sheet to definitive-docs continuity.
All Inclusive
Get StartedWhat you'll get
- Everything in Standard
- Instrument structuring advice (CCPS/CCD)
- Multiple term sheet comparison (if competing offers)
- Credit toward SSA/SHA drafting
- Dedicated transaction lawyer
* Timelines depend on government processing. T&C apply.
Benefits of Term Sheet Drafting
Deal Shape Locked Right
Economics and control terms set correctly at the start — when leverage is highest and legal cost lowest.
Plain-English Decoding
Every clause translated with market benchmarks — you negotiate informed, not intimidated.
Binding vs Non-Binding Clarity
Exclusivity, confidentiality and cost clauses (binding) separated cleanly from deal terms (non-binding).
Dilution Mathematics
Pool timing, convertibles and anti-dilution modelled so you see your real post-round ownership.
Faster Definitive Docs
A precise term sheet cuts weeks and lakhs from SSA/SHA negotiation.
Works Across Deal Types
Equity rounds, convertibles (CCDs/SAFE-style), acquisitions and strategic partnerships.
How It Works — Step by Step
- 1
Deal BriefDay 1
The transaction, parties, headline numbers and your priorities captured.
- 2
Drafting / ReviewDay 2
Term sheet drafted (or investor draft analysed clause-by-clause with markup).
- 3
Walkthrough CallDay 3
Every term explained with negotiation guidance and market benchmarks.
- 4
Revision & FinalisationDay 4
Negotiated changes incorporated; final version prepared for signature.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
Deal Documents
- 1
Investor Term Sheet (for review)If applicable
The draft received, if reviewing rather than drafting.
- 2
Headline TermsRequired
Amount, valuation expectation, instrument (equity/CCD/CCPS).
- 3
Cap TableRequired
Current ownership including pools and convertibles for dilution modelling.
Context
- 4
Company SnapshotRequired
Stage, traction and any prior round terms that carry forward.
- 5
Your PrioritiesIf applicable
Control, speed, valuation, investor quality — trade-offs we optimise for.
Frequently Asked Questions
Is a term sheet legally binding?
Deal terms are typically expressly non-binding; exclusivity (no-shop), confidentiality, governing law and sometimes break-fees ARE binding. Sloppy drafting can accidentally bind more — Indian courts look at substance over labels. We mark the boundary explicitly.
What are the most negotiated terms in an investment term sheet?
Valuation and ESOP pool timing, liquidation preference (1x non-participating is market), anti-dilution formula (broad-based weighted average), board composition, reserved matters scope, founder vesting/lock-in, and exit rights (drag thresholds). Our review benchmarks each against current Indian market practice.
Pre-money vs post-money valuation — why does it matter?
Pre-money is value before the new money; post-money includes it. ₹40 Cr pre with ₹10 Cr investment = 20% to investor; ₹40 Cr post = 25%. Combined with pool timing, the same headline number can differ by several points of founder ownership — we always show the actual maths.
What is a no-shop clause?
A binding exclusivity period (usually 30–60 days) where you cannot solicit other investors while this one does diligence. Reasonable in scope; dangerous if too long or if the investor isn't genuinely progressing. We cap duration and add automatic expiry.
CCD/CCPS/SAFE-style — which instrument?
Indian rounds typically use CCPS (compulsorily convertible preference shares) for priced equity and CCDs or "iSAFE"-style instruments for speedy early rounds deferring valuation. Each has different FEMA, tax and dilution behaviour — the term sheet should fix the instrument deliberately.
The investor says "standard terms, just sign". Should I?
No term sheet is too standard to read — "standard" drafts open at investor-favourable positions, and signed term sheets practically lock the deal shape. A 48-hour expert review costs a fraction of one bad clause. That speed is exactly what our Starter is built for.
Can a signed term sheet be walked away from?
From non-binding deal terms, legally yes (reputation aside) — subject to binding clauses like exclusivity and costs. Break-fee provisions, where present, change the economics of walking. We flag your real exposure before you sign.
Do M&A term sheets differ from investment ones?
Yes — structure (share vs asset deal), price mechanisms (locked box vs completion accounts), earn-outs, founder retention, indemnity scope and non-competes dominate. We draft/review both, with the same plain-English decoding.
What Our Clients Say
4.6/5(2,000+ reviews)Our trademark got objected and we were clueless. Their IP attorney drafted a brilliant reply — mark accepted and published within months.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
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