Term sheet template — Series A.

A term sheet is the document that gets signed at a coffee shop and remembered in court. It is almost always non-binding (other than confidentiality, exclusivity, and expenses), but the positions it captures dictate every line of the shareholders' agreement that follows. Getting the term sheet right is cheaper than getting the SHA right after the term sheet went wrong.

This template is a Series A term sheet drafted from the founder side, with annotations flagging where investor-standard positions are likely to be pushed back into the document. It is sized for an Indian Companies Act 2013 private limited company raising ₹20 crore to ₹150 crore from one or two institutional investors at a Series A.

The economics section covers the round size, the pre- and post-money valuation, the share class (CCPS is the Indian default), the price per share, the option pool top-up (and whether it is pre-money or post-money — a contested point with a worked dilution example included), and the conversion ratio. The control section covers board composition, reserved matters, information rights, and protective provisions. The exit section covers liquidation preference (1x non-participating is the default annotation; 1x participating is flagged as the common investor push), drag-along thresholds, ROFR, tag-along, and IPO readiness covenants. The conditions section covers diligence scope, regulatory consents (FEMA + sectoral), and conditions precedent to closing.

The template includes the angel-tax-aware preferential pricing block with a Rule 11UA valuation reference (since Indian VC rounds at a premium require this), and the FDI-route-aware pricing language under FEMA 20(R) / NDI Rules where the investor is a non-resident. The exclusivity / no-shop period is set to 45 days as the default and is noted as binding.

This is a scaffold reviewed by counsel familiar with Indian VC practice. Read the annotations carefully — the marginalia is more useful than the main text.