10 VC term sheet provisions worth negotiating

Hi! I’m glad you’re here. You’ve made it to issue #22 of VC Demystified🪄.

My name’s Nicole - I’m a Principal at an early stage venture fund, and I know firsthand that VC can often be a black box. Breaking into the industry may feel daunting and resources can seem scarce and inaccessible. I wanted to put together a newsletter to give others the playbook I wish I had when I first started.

This week we crossed 4,200 of you! Thank you for being here. I hope you find this newsletter helpful😊.

Today’s deep dive: A beginner’s guide to understanding the most important clauses in a VC term sheet

My personal mission is to open as many doors as possible for other people and this newsletter is just one avenue to do that. As always, I will continue to post VC insights daily across my socials for those of you who prefer those channels.

A beginner’s guide to understanding the most important clauses in a VC term sheet

Whether you're a founder raising your first round of funding or an aspiring VC looking to make smart bets, understanding a venture capital term sheet is critical.

A VC term sheet is the blueprint of every deal — outlining ownership, control, and how both parties benefit in the long run.

Why it’s important to understand these documents:

• Founders: To protect your company
  Learn how terms like valuation, vesting schedules, and board composition impact your stake and decision-making power in your startup.

• Investors: To make smart bets
  Discover how clauses like liquidation preferences and anti-dilution provisions can protect your investment and maximize returns.

• Negotiate with confidence
  Whether you’re a founder or investor, you’ll gain the knowledge to negotiate the terms that matter most.

• Mitigate risk
  Founders can avoid giving away too much control; investors can safeguard their stake and influence with protective clauses.

In this post, we’ll leave behind the legal jargon and break down simply:

1) The key components of a VC term sheet
2) Explain what those terms mean
3) Why those terms matter

If you haven’t seen a term sheet, YC provides a template Series A term sheet here.

Let’s get into it!

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