Free Term Sheet Analyzer
Term Sheet Analyzer
Score your term sheet for founder-friendliness. Per-term ratings, plain-English explanations, and negotiation tips.
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Score your venture capital term sheet term-by-term with founder-friendliness ratings. Our analyzer evaluates 14 key terms across economics, control, anti-dilution, and founder restrictions — giving each a green (founder-friendly), yellow (market standard), or red (investor-favorable) score with specific negotiation tips.
How to Analyze a Term Sheet
- 1
Enter economics terms
Input pre-money valuation, investment amount, option pool percentage, and liquidation preference details.
- 2
Set control provisions
Specify board seat allocation, protective provisions scope, and voting rights structure.
- 3
Select anti-dilution type
Choose between broad-based weighted average, narrow-based, or full ratchet.
- 4
Enter founder restrictions
Set vesting schedule, acceleration triggers, non-compete terms, and no-shop period.
- 5
Analyze
Get a per-term score with explanations, an overall founder-friendliness grade, and red flag warnings.
Why Use This Term Sheet Analyzer?
Per-term scoring
Every term gets an individual founder-friendliness rating so you know exactly where to negotiate.
Negotiation tips
Each term includes specific advice on what to ask for and how to push back.
Red flag alerts
Investor-favorable terms are flagged prominently so nothing slips through.
Overall grade
See your term sheet's overall score as a percentage and letter grade (A through F).
Frequently Asked Questions
What makes a term sheet founder-friendly?
Founder-friendly term sheets typically have 1x non-participating liquidation preferences, broad-based weighted average anti-dilution, founder-majority boards, standard protective provisions, and reasonable vesting with double-trigger acceleration.
What is a liquidation preference?
A liquidation preference determines how exit proceeds are distributed. 1x non-participating is standard — the investor gets their money back OR their pro-rata share, whichever is higher. Participating preferences (where investors get both) are investor-favorable.
What is anti-dilution protection?
Anti-dilution protects investors if a future round is at a lower valuation (a "down round"). Broad-based weighted average is the market standard. Full ratchet — which reprices all investor shares to the lower price — is very investor-favorable.
Should I negotiate my term sheet?
Almost always yes. Term sheets are starting points, not final offers. Focus on the terms with the biggest long-term impact: liquidation preferences, board composition, anti-dilution, and protective provisions.
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