Top 10 Things to Include in Your Term Sheet (NVCA + Real World Edition)

The National Venture Capital Association (NVCA) model term sheet is a solid starting point. But deals don’t happen in a vacuum — and real-world nuance matters.

Here are 10 things I always recommend including in a term sheet to save you from confusion, drift, or unnecessary friction later:

1. Valuation + Ownership Table

Yes, include pre-money valuation and price per share.
But also attach a cap table showing actual post-close ownership, fully diluted.
Too many deals get tripped up arguing about percentages that were “understood” differently.

Pro tip: Make sure it includes the option pool and any convertible instruments still outstanding.

2. Board Composition

Specify exactly how many seats there are, who appoints whom, and whether seats are tied to specific share classes or % thresholds.

Real world trick: Add what happens in the next round. Do current investors lose seats? Keep them as observers?

3. Protective Provisions

Define what actions require preferred consent — mergers, new equity, debt, hiring/firing execs, etc.

Bonus tip: Don’t just say “standard NVCA list.” Call out any non-standard protections so they don’t get buried later.

4. Liquidation Preferences

1x, participating, non-participating, capped? Get specific.

Real world risk: If you’re stacking multiple rounds, clarify whether preferences are pari passu or senior by class. This becomes a huge deal in down exits.

5. Option Pool Mechanics

Will the option pool come from the pre-money or post-money? And how big is it?

Pro tip: Get both sides to agree to an actual option budget, not just a % placeholder — especially if you’re hiring aggressively post-close.

6. Founder Vesting / Re-Vesting

Are founders fully vested? Will any shares re-vest? What happens if someone leaves?

Real world trick: If there’s a cliff or accelerated vesting, define the triggers. Don’t assume everyone reads “single trigger” the same way.

7. Pro Rata Rights

Spell out who gets to participate in future rounds — and for how long.

Pro tip: If early investors are getting squeezed in future pro rata, this is the place to protect them.

8. Information Rights

Define what investors get and how often — financials, board decks, budgets.

Real world trick: If someone’s putting in real money but won’t have a board seat, use this section to keep them informed without making the board table too crowded.

9. Use of Proceeds

You don’t need a spreadsheet, but a basic breakdown helps avoid future friction.

Pro tip: Call it out if any founder liquidity or debt paydown is part of the round — no one likes surprises here.

10. Special Terms (aka: the “things that always cause confusion later”)

This is your catch-all for whatever’s unique to your deal:

  • Are you cleaning up SAFEs? Be specific about how they convert.
  • Are there any side letters or advisory shares? Call them out.
  • Is there a milestone-based tranche? Spell out the terms.

Real world trick: If it affects control, economics, or perception — it belongs in the term sheet.

Bottom line:

The best way to protect a deal is to document alignment early.
The worst mistake? Treating the term sheet as a handshake, then being surprised when final docs don’t match.

That’s why we use Aracor to match term sheets against final documents.

It catches the drift, flags missing terms, and makes sure what you sign at the end is what everyone agreed to at the start.

Because clean deals don’t start with clean term sheets.They start with clear ones.

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