How To Get a Term Sheet From An Investor: 2023 Guide For Startup Founders

Capbase Staffby Capbase Staff • 7 min readpublished May 12, 2023 updated December 4, 2023
Share this
Capbase blog

Navigating the world of startup financing can be a daunting process, especially when it comes to securing your first investor term sheet.

This preliminary agreement lays out the proposed terms and conditions under which an investor will make an equity investment in a company. It’s the blueprint for future, more detailed legal documents, and thus, a significant milestone in a startup's fundraising journey. But more than a financial transaction, a term sheet is the foundation for strategic partnerships that can fuel your startup's growth.

In this guide we’ll provide you with the knowledge necessary to understand the term sheet and the steps involved in securing one.

Key Takeaways

  1. A term sheet outlines key terms of a potential investment deal, including company valuation, deal structure, and investor rights.
  2. Investment preparation involves a strong business model, a capable team, a clear pitch, an engaging investor deck, and realistic financial forecasts.
  3. Networking is crucial, involving strategic relationship building with potential investors both offline and online, and maintaining these connections over time.
  4. Negotiating a term sheet requires understanding its components, your company's valuation, and being ready to justify it, while remaining flexible and willing to walk away from unfavorable terms.

What is a Term Sheet?

A term sheet is a non-binding agreement that sets the stage for a potential investment. The legal implications of this document are significant as it outlines the key terms and conditions of an investment deal. While it doesn't legally bind the parties to proceed with the investment, it serves as a foundation for the subsequent, legally enforceable investment documents.

A standard term sheet contains details about:

  1. Valuation of the company
  2. Amount of investment
  3. Structure of the deal (equity, convertible notes, etc.),
  4. Investor rights, and governance conditions

How to Prepare Your Startup for an Investment

To effectively prepare yourself and your startup for an investment, it’s crucial to understand the role of the investor in the process.

Contrary to what some founders may believe, investors are not just sources of funds; they can also offer valuable mentorship, strategic guidance, and access to their network. They may be angel investors—high-net-worth individuals who provide capital in exchange for equity—or venture capitalists, who invest pooled funds from multiple parties.

Essentially investors look for startups with the potential for growth, high returns, a capable team, a unique value proposition, and a scalable business model.

  1. Build a Compelling Business Model. Your business model should not only identify a significant market problem and your unique solution but also illustrate how your startup will generate sustainable revenue. You can use tools like the Business Model Canvas to visually present your value proposition, customer segments, channels, customer relationships, revenue streams, key resources, key activities, key partnerships, and cost structure.
  2. Team & Dream. Early stage startups often don't have anything substantial in terms of the product. What they do have are ideas and teams. So since there isn’t much else to look at, that’s what seed and pre-seed investors take into consideration — your team's skills, experience, and cohesion. Highlight your team's unique capabilities, their industry connections, and how their combined skills contribute to your startup's success. A well-rounded team with a proven track record can significantly increase your attractiveness to investors.
  3. Create an Elevator Pitch. Your elevator pitch is a 30-60 second summary of your business. It should explain the problem you're solving, your solution, target market, and what sets you apart from competitors. Practice and refine it until you can deliver it smoothly and confidently in any setting.
  4. Put together an Investor Deck. Your investor deck should contain about 10-15 slides, each serving a specific purpose. Key slides include the problem, solution, market size, business model, competitive advantage, go-to-market strategy, financials, team, and the ask. Each slide should be clear, concise, and visually engaging. Keep in mind that people who will initially look at your investor deck are typically more junior people within the venture capital firms. In order for your deck to get to an actual VC, it has to stand out.
  5. The Role of Financial Projections. Financial projections, including income statements, balance sheets, and cash flow statements, help investors assess the financial health and potential profitability of your startup. Highlight key metrics like Customer Acquisition Cost (CAC), Lifetime Value (LTV), burn rate, and projected break-even point. Use realistic assumptions and be prepared to justify them.

The Art of Networking

In the entrepreneurial landscape, networking is not just a one-off tactic but a long-term strategy that can pave the way for various opportunities, including investment.

By establishing strong relationships with potential investors, you build a foundation of trust, mutual respect, and understanding that goes beyond financial transactions.

  • Where and how to connect with potential investors?

Potential investors can be found in various settings, both offline and online. Offline, consider attending startup events, industry conferences, and local business meetups. These venues provide opportunities for face-to-face interactions, allowing you to make a personal impression and build rapport.

Online, leverage platforms like LinkedIn, AngelList, and industry-specific forums. Follow potential investors, engage with their content, and participate in relevant discussions. When reaching out to investors online, personalize your messages to show genuine interest and relevance.

  • How to Approach Potential Investors?

Approaching investors requires a mix of preparation, authenticity, and strategic communication. Before making contact, thoroughly research the investor. Understand their investment thesis, the kind of startups they typically invest in, their investment criteria, and their portfolio.

When you make your pitch, be concise and compelling. Investors are often busy individuals with numerous pitches coming their way. Thus, your ability to quickly grab their attention and make a strong impression is crucial. Tailor your pitch to the investor, highlighting aspects of your startup that align with their interests.

Remember, while the initial goal may be to secure an investment, you should also aim to build a lasting relationship. Be open, honest, and show a genuine interest in their perspective. Ask for advice and be appreciative of their time.

  • How to nurture relationships with investors?

Networking doesn’t end after the first meeting. It's vital to maintain and nurture the relationships you've built with potential investors. Keep them updated about your startup’s progress, even if they initially pass on the investment opportunity. Their interest might grow as your business evolves, or they may provide valuable referrals to other potential investors.

By adopting an effective networking strategy, you can increase your chances of securing an investor, gain valuable insights, and establish connections that can benefit your startup in various ways. Remember, in the world of startup investment, relationships can be as valuable as the investment itself.

Key Elements of the Investor Term Sheet

There are a number of key terms that startup founders should focus on when reviewing a term sheet. These include:

  • Valuation: The valuation of the company is the amount of money that the investors are willing to invest in the company. The valuation is typically based on the company's revenue, its growth potential, and its competitive landscape.
  • Ownership: The ownership stake of the investors is the percentage of the company that they will own after the investment. The ownership stake will typically be determined by the valuation of the company and the amount of money being invested.
  • Liquidity: Liquidity refers to the ability of investors to sell their shares in the company. There are a number of factors that can affect liquidity, including the size of the company, the industry it is in, and the overall state of the economy.
  • Voting rights: Voting rights give investors the right to vote on certain matters related to the company, such as the election of board members and the approval of major transactions. The voting rights of investors will typically be determined by their ownership stake in the company.
  • Board seats: Board seats give investors the right to sit on the company's board of directors. The board of directors is responsible for overseeing the management of the company and making sure that it is operating in the best interests of its shareholders. The number of board seats that investors will have will typically be determined by their ownership stake in the company.
  • Exits: Exits refer to the ways in which investors can sell their shares in the company and realize a return on their investment. There are a number of ways in which investors can exit from a company, including an initial public offering (IPO), a merger or acquisition, or a sale to another company.

How to Negotiate a Good Term Sheet

  1. Understand the Term Sheet: Before you can negotiate effectively, you need to understand the term sheet thoroughly. This includes knowing the implications of every clause, term, and provision. It may be helpful to consult with a legal expert or mentor who is familiar with the language and structure of term sheets.
  2. Know Your Valuation: You must have a solid understanding of your company's valuation and how it's calculated. This includes understanding the difference between pre-money and post-money valuation. Your valuation will be a key factor in determining how much equity you'll have to give up for the investment.
  3. Be Prepared to Justify Your Valuation: Investors will want to know why you've valued your company at a certain amount. Be ready to provide compelling reasons, such as market size, growth potential, competitive landscape, and revenue projections.
  4. Understand Your Investor's Perspective: Different types of investors (angel investors, venture capitalists, etc.) will have different priorities and expectations. Understand where they're coming from and what they're looking for in a deal.
  5. Be Clear About Key Terms: Terms such as liquidation preference, anti-dilution provisions, vesting schedules, and board composition can significantly impact your startup's future. Be clear about what these terms mean and negotiate them carefully.
  6. Don't Rush: While it's exciting to receive a term sheet, don't rush into signing it. Take your time to review, understand, and negotiate the terms.
  7. Retain Legal Counsel: Always have an experienced attorney review the term sheet and provide advice. This can prevent potentially harmful terms from slipping through.
  8. Remember it's a Partnership: The negotiation isn't just about getting the best deal; it's about creating a partnership with your investor. Aim for a term sheet that benefits both parties and sets the stage for a positive, long-term relationship.
  9. Stay Flexible: While it's essential to have your boundaries and know your non-negotiables, it's also important to maintain some flexibility. Some terms might be more important to investors than you, and conceding on those points can lead to a more favorable deal overall.
  10. Don’t be Afraid to Walk Away: If the terms proposed by the investor aren't acceptable, and there's no room for negotiation, don't be afraid to walk away. It's better to wait for a suitable investor than to lock yourself into a disadvantageous agreement.


Securing your first term sheet is a monumental step in your startup's journey. It's a complex process, requiring a deep understanding of term sheets, solid preparation, effective networking, and savvy negotiation.

But with knowledge, preparation, and persistence, it's an achievable goal.

Remember, each startup's journey is unique, but armed with these insights, you're well on your way to securing your first term sheet.

FundraisingFundraising Tactics For Founders
Capbase Staff

Written by Capbase Staff

Capbase is a team of designers, engineers, and business professionals spread across 6 time zones on 3 continents united by our passion for dogs, coffee, and great software.

Related articles

What is a pitch deck? A Guide for Startup Founders

Discover the essential steps to create and present a compelling pitch deck for startup founders seeking investor funding.

What is a data room for investors?

Learn what a data room is, why it's important for startups to have data rooms for investors and how to use them effectively.

The Most Important Questions to Ask Venture Capitalists As a Founder

You can't build your startup without money. And you can't get money without being good at talking to investors. Find out how to talk to VCs and increase your chances of getting funding for your company.

Greg Miaskiewiczby Greg Miaskiewicz • 7 min read
DISCLOSURE: This article is intended for informational purposes only. It is not intended as nor should be taken as legal advice. If you need legal advice, you should consult an attorney in your geographic area. Capbase's Terms of Service apply to this and all articles posted on this website.