[{"data":1,"prerenderedAt":476},["ShallowReactive",2],{"document-term-sheet-for-series-a-round-of-financing-D472":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":475},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"TERM SHEET \"SERIES A\" ROUND OF FINANCING OF [YOUR COMPANY NAME] Amount of Investment: $[AMOUNT] Investors: [LIST INVESTORS] Type of Security: Series A Convertible Preferred Stock Pre-money Valuation: $[AMOUNT] Capital Structure Following Series A Round: Existing holders of Common Stock [NUMBER]% Option Pool [NUMBER]% Holders of Series A Preferred Stock [NUMBER]% Total 100% Use of Proceeds: The Company shall use the proceeds from this financing for working capital purposes. Dividends: The Company will not pay dividends on its shares of Common Stock or any other stock which is junior to the Series A Preferred Stock unless a like dividend is paid on all shares of Series A Preferred Stock on a pro rata \"as converted\" basis. Conversion: Each share of Series A Preferred Stock shall be convertible, at any time, at the option of the holder, into shares of Common Stock, at an initial conversion ratio of one share of Common Stock for each share of Series A Preferred Stock. Mandatory conversion of the Series A Preferred Stock upon the effectiveness of a registration statement covering a firmly and fully underwritten public offering of Common Stock of the Company by a reputable underwriter acceptable to the Investors at a price which equals or exceeds five times the purchase price per share of the Series A Preferred Stock and where the aggregate gross proceeds received by the Company exceeds $25 million (a \"Qualified Public Offering\"). Anti-dilution: The terms of the Series A Preferred Stock will contain standard \"weighted average\" anti-dilution protection with respect to the issuance by the Company of equity securities at a price per share less than the applicable conversion price then in effect, subject to standard and customary exceptions. The conversion rate of the Series A Preferred Stock into common stock will be adjusted appropriately to account for any stock splits, re-capitalizations, mergers, combinations and asset sales, stock dividends, and similar events. Anti-dilution protection shall not be triggered by the issuance of up to 1,000,000 shares of Common Stock (or options therefore) issued in accordance with the Company's Stock Option Plan. Voting Rights: On all matters submitted for stockholder approval, each share of Series A Preferred Stock shall be entitled to such number of votes as is equal to the number of shares of Common Stock into which such shares are convertible. In addition, the Company shall not, without the prior consent of the holders of at least a majority of the then issued and outstanding Series A Preferred Stock, voting as a separate class: Issue or create any series or class of securities with rights superior to or on a parity with the Series A Preferred Stock or increase the rights or preferences of any series or class having rights or preferences that are junior to the Series A Preferred Stock so as to make the rights or preferences of such series or class equal or senior to the Series A Preferred Stock. Pay dividends on shares of the capital stock of the Company. Effect any exchange or reclassification of any stock affecting the Series A Preferred Stock or any re-capitalization involving the Company and its subsidiaries taken as a whole. Re-purchase or redeem, or agree to repurchase or redeem, any securities of the Company other than from employees of the Company upon termination of their employment pursuant to prior existing agreements approved by the Board of Directors of the Company. Enter into any transaction with management or any member of the board of directors, except for employment contracts approved by the Board of Directors and transactions entered at arms-length terms which are no less favorable to the Company than could be obtained from unrelated third parties. Effect any amendment of the Company's Certificate of Incorporation or Bylaws which would materially adversely affect the rights of the Series A Preferred Stock. Incur or guarantee debt in excess of [AMOUNT]. Voluntarily dissolve or liquidate. Effect any merger or consolidation of the Company with or into another corporation or other entity (except one in the holders of the capital stock of the Company immediately prior to such a merger or consolidation continue to hold at least a majority of the capital stock of the surviving entity after the merger or consolidation) or sell, lease, or otherwise dispose of all or substantially all or a significant portion of the assets of the Company. Change the size of the Board of Directors or change any procedure of the Company relating to the designation, nomination, or election of the Board of Directors. Amend, alter, or repeal the preferences, special rights, or other powers of the Series A Preferred Stock so as to adversely affect the Series A Preferred Stock. Make capital expenditures of more than [amount] in a single expenditure or an aggregate of [AMOUNT] in any twelve-month period. Liquidation Preference: The holders of Series A Preferred Stock shall have preference upon liquidation over all holders of Common Stock and over the holders of any other class or series of stock that is junior to the Series A Preferred Stock for an amount equal to the greater of (i) amount paid for such Series A Preferred Stock plus any declared or accrued but unpaid dividends, and (ii) the amount which such holder would have received if such holder's shares of Series A Preferred Stock were converted to Common Stock immediately prior to such liquidation. Thereafter, the holders of Common Stock will be entitled to receive the remaining assets. For purposes of this section, a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization shall constitute a liquidation, unless the holders of at least a majority of the Series A Preferred Stock vote otherwise. 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Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":95,"description":6},"letter of intent_acquisition of business",[97,100],{"label":98,"url":99},"Legal Agreements","business-legal-agreements",{"label":98,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":115,"url":116},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[113,114],{"label":98,"url":99},{"label":98,"url":99},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":90,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":133},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":125,"description":6},"loan agreement",[127,129,132],{"label":17,"url":128},"finance-accounting",{"label":130,"url":131},"Business Loans","business-loan",{"label":130,"url":131},"/template/loan-agreement-D417",{"description":135,"descriptionCustom":6,"label":136,"pages":89,"size":90,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. 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Used in 190+ countries. Free Word and PDF download.","series a term sheet template",[184,185,186,187,188,189,190],"term sheet template series a financing","venture capital term sheet template","series a investment term sheet","startup term sheet template free","series a round term sheet word","investor term sheet template","equity financing term sheet template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":177,"signature_required":177},"easy",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Term Sheet for Series A Round of Financing is a non-binding summary document that outlines the key economic and governance terms under which a venture capital investor agrees to invest in a startup. This free Word download gives founders and investors a structured starting point to align on deal terms before engaging legal counsel to draft definitive agreements.\n","Use it once an investor has expressed a concrete interest in leading or participating in a Series A round and both parties are ready to negotiate specific deal terms. It is the first formal document exchanged before a Stock Purchase Agreement, Investor Rights Agreement, and related closing documents are drafted.\n","Pre-money and post-money valuation, investment amount and share class, liquidation preferences, anti-dilution provisions, board composition, pro-rata rights, information rights, and standard closing conditions.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Startup founders","Reviewing and negotiating Series A terms before signing a binding agreement","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Venture capital associates","Issuing a standardized term sheet to a portfolio candidate after partner approval","persona-investor",{"title":211,"use_case":212,"icon_asset_id":213},"Angel investors","Structuring a co-investment alongside a lead VC on consistent economic terms","persona-angel-investor",{"title":215,"use_case":216,"icon_asset_id":217},"CFOs and finance directors","Modeling cap table impact of proposed valuation and option pool terms","persona-cfo",{"title":219,"use_case":220,"icon_asset_id":221},"Startup attorneys","Using the term sheet as a checklist before drafting definitive transaction documents","persona-lawyer",{"title":223,"use_case":224,"icon_asset_id":225},"Accelerator program managers","Providing a template term sheet to cohort companies preparing for institutional fundraising","persona-accelerator-manager",[227,231,235,239,242,245,249],{"situation":228,"recommended_template":229,"slug":230},"Very early-stage round before a priced equity round","SAFE Agreement","safe-driving-policy-D13767",{"situation":232,"recommended_template":233,"slug":234},"Convertible debt bridge before a Series A","Convertible Note Term Sheet","term-sheet-D473",{"situation":236,"recommended_template":237,"slug":238},"Seed-stage priced equity round","Seed Round Term Sheet","term-sheet-for-series-a-round-of-financing-D472",{"situation":240,"recommended_template":241,"slug":238},"Later-stage growth financing after Series A","Series B Term Sheet",{"situation":243,"recommended_template":119,"slug":244},"Debt financing rather than equity","loan-agreement-D417",{"situation":246,"recommended_template":247,"slug":248},"Strategic corporate investment alongside VC","Strategic Investment Agreement","investment-agreement-D12831",{"situation":250,"recommended_template":251,"slug":252},"Acquisition offer summary before a full LOI","Letter of Intent (Acquisition)","letter-of-intent-for-purchase-of-computer-equipment-D1148",[254,257,260,263,266,269,272,275,278,281],{"term":255,"definition":256},"Pre-Money Valuation","The agreed value of the company immediately before the new investment is made, used to calculate how much of the company the investor receives.",{"term":258,"definition":259},"Post-Money Valuation","The company's value immediately after the investment closes, equal to the pre-money valuation plus the total amount invested.",{"term":261,"definition":262},"Preferred Stock","A share class issued to investors that carries rights superior to common stock — typically liquidation preferences, dividends, and anti-dilution protections.",{"term":264,"definition":265},"Liquidation Preference","A right that entitles preferred stockholders to receive a specified amount back before common stockholders in a sale, merger, or wind-down.",{"term":267,"definition":268},"Anti-Dilution Protection","A provision adjusting an investor's conversion price downward if the company later issues shares at a lower price, protecting the investor's percentage ownership.",{"term":270,"definition":271},"Pro-Rata Rights","An investor's right to participate in future funding rounds to maintain their ownership percentage.",{"term":273,"definition":274},"Option Pool","A block of shares reserved for future grants to employees, advisors, and directors — typically carved out before the Series A closes, diluting founders rather than investors.",{"term":276,"definition":277},"Board Seat","A position on the company's board of directors granted to the lead investor as part of the Series A terms, giving them governance rights alongside founders.",{"term":279,"definition":280},"Drag-Along Right","A clause allowing majority shareholders to require minority shareholders to approve or participate in a sale of the company on the same terms.",{"term":282,"definition":283},"Information Rights","Contractual entitlements giving investors access to financial statements, budgets, and other company data on a regular schedule.",[285,290,295,300,305,310,315,320,325],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and transaction summary","Identifies the company, the lead investor, and any co-investors, and states the type of financing (Series A Preferred Stock).","Issuer: [COMPANY LEGAL NAME], a [STATE] corporation. Lead Investor: [INVESTOR FUND NAME]. Type of Security: Series A Preferred Stock.","Using a trade name instead of the company's full registered legal name — this creates a mismatch with the definitive documents drafted by counsel.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Investment amount and valuation","States the total amount being raised, the pre-money valuation, and the resulting post-money valuation and investor ownership percentage.","Total Round: $[AMOUNT]. Pre-Money Valuation: $[AMOUNT]. Post-Money Valuation: $[AMOUNT]. Investor Ownership (post-close, fully diluted): [X]%.","Specifying the pre-money valuation without noting whether the option pool increase is included — the option pool shuffle can reduce founder ownership by 5–15% depending on pool size.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Share price and capitalization","Calculates the price per Series A Preferred share based on the valuation and the fully diluted share count at close.","Price Per Share: $[X.XX], based on a fully diluted pre-money capitalization of [NUMBER] shares including a [X]% option pool.","Omitting the definition of 'fully diluted' — whether it includes promised but unissued option grants can change the price per share materially.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Liquidation preference","Sets the amount investors receive before common stockholders in a sale or wind-down, and whether the preference is participating or non-participating.","1× non-participating liquidation preference. In any liquidation or deemed liquidation, Series A holders receive $[AMOUNT] per share before any distribution to common stockholders.","Accepting a participating liquidation preference without modeling the impact — in a modest exit, participating preferred can leave founders and employees with far less than expected.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Anti-dilution provision","Defines the formula used to protect investors if the company raises a future round at a lower valuation (a 'down round').","Broad-based weighted average anti-dilution, standard NVCA definition. Full-ratchet anti-dilution shall not apply.","Agreeing to full-ratchet anti-dilution without understanding the consequence — a single down-round share issuance can reset the investor's conversion price to the new low price, massively diluting founders.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Board composition","Defines the post-close board structure — number of seats, who controls each seat, and any observer rights granted to non-board investors.","Post-close Board: [X] members — [NUMBER] designated by Series A investors, [NUMBER] designated by common stockholders (founders), [NUMBER] independent director(s) mutually agreed. Lead Investor receives one observer seat if not holding a board seat.","Agreeing to a board structure that gives investors a majority before the company has meaningful revenue — founders lose practical control of major decisions sooner than intended.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Pro-rata rights and information rights","Grants investors the right to participate in future financing rounds proportionally, and specifies the financial reporting they are entitled to receive.","Pro-Rata Rights: Each investor holding at least [X]% of outstanding shares has the right to purchase its pro-rata share in future rounds. Information Rights: Audited annual financials within [120] days of year-end; unaudited monthly financials within [30] days of month-end.","Granting pro-rata rights to every investor regardless of check size — a large number of small investors exercising pro-rata rights can complicate future round logistics significantly.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Vesting and founder lockup","Confirms the vesting schedule for founder shares, including any acceleration triggers on sale or termination.","Founders' shares subject to [4]-year vesting with [1]-year cliff from [DATE]. Single-trigger acceleration on change of control: [X]% of unvested shares vest immediately.","Leaving founder vesting terms vague in the term sheet — investors will assume standard 4-year/1-year cliff; founders who expect credit for time already worked must negotiate this explicitly.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Closing conditions and exclusivity","Lists the conditions required to close the round and any exclusivity period during which the company agrees not to solicit other investors.","Closing conditioned on: completion of legal due diligence, execution of definitive documents, and approval by Company's board. Exclusivity: Company agrees not to solicit or accept competing term sheets for [30] days from execution.","Agreeing to an exclusivity period longer than 30 days without a reciprocal commitment from the investor — founders can be locked out of other conversations while the investor conducts extended diligence with no obligation to close.",[331,336,341,346,351,356],{"step":332,"title":333,"description":334,"tip":335},1,"Enter company and investor details","Fill in the company's full registered legal name, state of incorporation, and the lead investor's fund name and entity type. Add co-investors if known.","Confirm the exact legal entity name against your certificate of incorporation before sending — mismatches delay the definitive documents.",{"step":337,"title":338,"description":339,"tip":340},2,"Set the valuation and round size","Enter the agreed pre-money valuation and the total amount being raised. The template calculates post-money valuation and investor ownership percentage automatically.","Decide upfront whether the option pool increase is included in the pre-money valuation — this is the single most founder-dilutive term in most Series A deals.",{"step":342,"title":343,"description":344,"tip":345},3,"Define the share price and capitalization table","Enter the fully diluted share count at close, including the expanded option pool. The per-share price flows from the pre-money valuation divided by this number.","Ask your attorney or CFO to model the cap table impact before you agree to any specific pool size — even a 2% difference in pool size changes founder ownership meaningfully.",{"step":347,"title":348,"description":349,"tip":350},4,"Select the liquidation preference structure","Choose 1× non-participating as the standard founder-friendly baseline. If the investor requests participating preferred, model the outcome at 1×, 2×, and 3× exit multiples before agreeing.","Non-participating preferred with a 1× preference is the NVCA standard and the most common outcome in competitive Series A processes.",{"step":352,"title":353,"description":354,"tip":355},5,"Specify board composition","Enter the total number of board seats and how they are allocated among investor designees, founder designees, and independent directors.","A 5-seat board (2 investors, 2 founders, 1 independent) is the most balanced post-Series A structure — avoid agreeing to a 3-seat board where the investor holds 2 seats.",{"step":357,"title":358,"description":359,"tip":360},6,"Set the exclusivity period and closing conditions","Enter the number of exclusivity days (typically 30) and list the specific conditions required to close — due diligence completion, board approval, and execution of definitive documents.","Keep exclusivity at 30 days or less; include a provision that exclusivity terminates automatically if the investor fails to deliver a markup of the definitive documents within 15 business days.",[362,366,370,374],{"mistake":363,"why_it_matters":364,"fix":365},"Ignoring the option pool shuffle","When the option pool increase is included in the pre-money valuation, it dilutes founders rather than investors — a 15% pool carved from a $10M pre-money deal can reduce founder ownership by 4–6 percentage points before the investor even writes a check.","Model both scenarios — pool included in pre-money vs. pool added post-money — and negotiate the pre-money valuation with a clear written definition of what 'fully diluted' means.",{"mistake":367,"why_it_matters":368,"fix":369},"Accepting participating preferred without modeling the exit","Participating preferred lets investors collect their liquidation preference and then share in remaining proceeds as if they converted — in a $30M exit on a $10M raise, founders can receive significantly less than expected.","Request non-participating preferred as the default; if the investor insists on participating, negotiate a cap (typically 3×) above which the preference converts automatically.",{"mistake":371,"why_it_matters":372,"fix":373},"Agreeing to full-ratchet anti-dilution","Full-ratchet resets the investor's conversion price to the price of any new down-round share, regardless of how small the new issuance is — a single bridge note can trigger catastrophic dilution for founders.","Counter with broad-based weighted average anti-dilution, the NVCA standard — it adjusts the conversion price proportionally to the size of the down round rather than to its price alone.",{"mistake":375,"why_it_matters":376,"fix":377},"Accepting an open-ended exclusivity period","A 60- or 90-day exclusivity window locks founders out of competing conversations while the investor conducts diligence with no obligation to close, giving all the leverage to the investor.","Limit exclusivity to 30 days and include a reciprocal milestone — investor must deliver a markup of the purchase agreement within 15 business days or exclusivity terminates.",[379,382,385,388,391,394,397,400],{"question":380,"answer":381},"What is a Series A term sheet?","A Series A term sheet is a non-binding document that summarizes the key economic and governance terms of a venture capital investment in a startup's Series A preferred stock round. It covers valuation, investment amount, liquidation preferences, anti-dilution, board composition, and investor rights. It is the starting point for negotiation before attorneys draft the binding definitive agreements.\n",{"question":383,"answer":384},"Is a term sheet legally binding?","Most provisions of a term sheet are non-binding — they represent an agreement in principle rather than an enforceable obligation. However, two clauses are typically binding: the exclusivity period (preventing the company from soliciting other investors) and the confidentiality provision. Founders should read these carefully before signing.\n",{"question":386,"answer":387},"What is a typical Series A valuation?","Series A pre-money valuations vary widely by sector, geography, and market conditions. In the US, pre-money valuations for Series A rounds have historically ranged from $10M to $30M, with median rounds of $10M–$15M in investment. SaaS companies with $1M–$3M ARR and strong growth typically command valuations at the higher end of this range.\n",{"question":389,"answer":390},"What is the option pool shuffle and why does it matter?","The option pool shuffle occurs when investors require the company to expand the employee option pool before the Series A closes, and the expansion is calculated as part of the pre-money valuation rather than added post-close. This means the dilution from the new pool comes entirely from founders and existing shareholders rather than being shared with the new investor. On a $10M pre-money deal with a 15% pool requirement, founders can lose 4–6 percentage points of ownership before the investor invests a dollar.\n",{"question":392,"answer":393},"What is the difference between participating and non-participating preferred?","Non-participating preferred holders collect their liquidation preference (typically 1× their investment) and then choose to either take that amount or convert to common stock and share in remaining proceeds. Participating preferred holders collect the preference and then also share in remaining proceeds as common stockholders — effectively getting paid twice. Non-participating preferred is the founder-friendly standard in competitive Series A processes.\n",{"question":395,"answer":396},"How long does it take to close a Series A after the term sheet?","Closing typically takes 6–10 weeks after a signed term sheet. The process includes legal due diligence (2–3 weeks), drafting and negotiating definitive documents — Stock Purchase Agreement, Investor Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement — (2–4 weeks), and final closing mechanics and wire transfers (1 week). Complex cap tables, IP issues, or multiple co-investors can extend the timeline.\n",{"question":398,"answer":399},"What is a drag-along right and is it standard in Series A term sheets?","A drag-along right allows majority shareholders to compel minority shareholders to vote in favor of a sale of the company on the same terms. It is standard in Series A term sheets and protects investors from a small group of minority common stockholders blocking an otherwise-approved exit. Founders should ensure the drag-along requires approval by both the investor majority and a founder-designated threshold to prevent investors from forcing a sale founders oppose.\n",{"question":401,"answer":402},"Do I need a lawyer to negotiate a term sheet?","For most founders, engaging a startup-experienced attorney before returning a markup of the term sheet is strongly advisable — even though the document itself is non-binding. The terms set in the sheet directly drive the definitive documents, and concepts like participating preferred, full-ratchet anti-dilution, and board control have significant long-term consequences. A one- to two-hour attorney review ($400–$800) before countering is typically worthwhile.\n",[404,408,412,416],{"industry":405,"icon_asset_id":406,"specifics":407},"SaaS / Technology","industry-saas","ARR multiples drive valuation; option pool sizing for engineering talent is a key negotiating point alongside standard Series A terms.",{"industry":409,"icon_asset_id":410,"specifics":411},"Healthcare / MedTech","industry-healthtech","Regulatory milestones (FDA clearance, clinical trial completion) are often included as closing conditions or post-close covenants in the term sheet.",{"industry":413,"icon_asset_id":414,"specifics":415},"Consumer / E-commerce","industry-ecommerce","Revenue-based valuation multiples and inventory financing considerations may require custom definitions of liquidation events and working capital covenants.",{"industry":417,"icon_asset_id":418,"specifics":419},"Fintech","industry-fintech","Regulatory licensing requirements (money transmitter, broker-dealer) are typically listed as closing conditions, and information rights often include compliance reporting.",[421,424,428,432],{"vs":229,"vs_template_id":422,"summary":423},"D{SAFE_AGREEMENT_ID}","A SAFE (Simple Agreement for Future Equity) is a simpler, non-priced instrument used at pre-seed or seed stage that converts to equity at a future round. A Series A term sheet governs a priced preferred stock round with full economic and governance terms. SAFEs are faster to execute but defer all valuation negotiation; a Series A term sheet resolves valuation and rights definitively.",{"vs":425,"vs_template_id":426,"summary":427},"Letter of Intent","letter-of-intent-D167","A Letter of Intent (LOI) is typically used in M&A transactions to summarize acquisition terms before a purchase agreement. A Series A term sheet is its functional equivalent in venture financing — both are non-binding summaries that precede definitive documents. The key difference is that an LOI contemplates a full purchase of the company, while a term sheet governs a minority equity investment.",{"vs":429,"vs_template_id":430,"summary":431},"Convertible Note Agreement","D{CONVERTIBLE_NOTE_ID}","A convertible note is a short-term debt instrument that converts to equity at a future priced round, typically used for bridge financing. A Series A term sheet governs a priced equity round where valuation and share class are set at the time of investment. Convertible notes are faster to close but accrue interest and create cap table complexity at conversion.",{"vs":433,"vs_template_id":434,"summary":435},"Shareholder Agreement","shareholder-agreement-D12888","A shareholder agreement is a binding definitive document governing the ongoing rights and obligations of all shareholders after a round closes. A Series A term sheet is the non-binding precursor that sets the terms negotiated into the shareholder agreement and related definitive documents. The term sheet is agreed first; the shareholder agreement is signed at closing.",{"use_template":437,"template_plus_review":441,"custom_drafted":445},{"best_for":438,"cost":439,"time":440},"Founders preparing an initial draft or reviewing an investor-issued term sheet for the first time","Free","1–2 hours",{"best_for":442,"cost":443,"time":444},"Founders ready to counter a term sheet or align on terms before attorney drafting begins","$400–$800 (1–2 hour attorney review)","1–3 days",{"best_for":446,"cost":447,"time":448},"Lead investors drafting bespoke terms for complex deals, or rounds with multiple co-investors and non-standard governance structures","$2,000–$5,000+","1–2 weeks",[450,451,244,452,453,454,455,456,457,458,459,460],"letter-of-intent_acquisition-of-business-D5197","adhesion-to-the-unanimous-shareholder-agreement-D848","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","business-plan-canvas-(one-page)-D12527","financial-projections_12-months-D360","employment-agreement-executive-D543","stock-purchase-agreement-D349","board-resolution-D78","cap-table-D13151","rights-agreement-D13037",{"emit_how_to":462,"emit_defined_term":462},true,{"primary_folder":128,"secondary_folder":464,"document_type":465,"industry":466,"business_stage":467,"tags":468,"confidence":474},"equity-and-investment","agreement","general","startup",[469,470,471,472,473],"fundraising","term-sheet","series-a","venture-capital","startup-financing",0.95,"\u003Ch2>What is a Term Sheet for Series A Round of Financing?\u003C/h2>\n\u003Cp>A \u003Cstrong>Term Sheet for Series A Round of Financing\u003C/strong> is a structured, non-binding document that summarizes the key economic and governance terms under which a venture capital investor agrees to invest in a startup through the purchase of Series A Preferred Stock. It defines the pre-money valuation, investment amount, share price, liquidation preferences, anti-dilution protections, board composition, and investor rights that both parties agree on before attorneys begin drafting the binding definitive agreements. Because it precedes the Stock Purchase Agreement and related closing documents, the term sheet is the document where the most consequential deal terms are actually negotiated — making it far more important than its non-binding status suggests.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written term sheet, Series A negotiations proceed informally, creating misaligned expectations that surface — expensively — during legal drafting. Founders who agree verbally on valuation but never commit the option pool treatment, liquidation preference structure, or board composition to paper routinely discover that their attorney and the investor's attorney have drafted documents reflecting entirely different understandings. A clear, complete term sheet compresses that ambiguity before the legal meter starts running. It also gives founders a structured document to model against — the cap table impact of the proposed option pool, the exit economics of participating versus non-participating preferred, and the governance consequences of each proposed board configuration are all visible on paper before any commitment is made. This template gives founders and investors a professional, complete starting point that reflects current NVCA-standard market terms.\u003C/p>\n",1781186017719]