Term Sheet (Portugal) by Seedsummit
GitLaw Import Account
This template is an investment term sheet designed for a company incorporated in Portugal and potential investors. It outlines the key commercial terms for a preferred share subscription, covering aspects like valuation, shareholder rights, board composition, and founder vesting. While largely non-binding, it sets the foundation for a future definitive subscription and shareholders' agreement for a funding round. It includes provisions typically expected by sophisticated investors. This document is not a substitute for legal advice and may need to be tailored to the circumstances to appropriately reflect the intentions of the parties. It is important to note that the document itself states it is not a source of legal advice and readers should seek legal advice before applying it to specific issues or operations. It also explicitly states that it is not legally binding, with the exception of the Expenses, Exclusivity, and Confidentiality sections. It is intended to be a summary of terms that will be reflected in a detailed, definitive, and legally binding subscription and shareholders' agreement in due course. The document also includes a capitalization table as an appendix. It also includes provisions for anti-dilution, reserved matters at shareholders' meetings, board of directors' composition and activity, board reserved matters, remuneration, conversion, pre-emption, right of first refusal and co-sale, tag-along, drag-along, restrictive covenants and founders undertakings, founder shares, information and management rights, documentation and warranties, expenses, exclusivity, confidentiality, non-binding effect, and applicable law and jurisdiction. The document is designed for a company incorporated in Portugal and potential investors. It is also important to note that the document is a template and includes placeholders for information to be added or confirmed. The document is also not an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where the offer or sale is not permitted. The document also includes an important notice that it has been prepared for informational purposes and it is not a source of legal advice. Readers should seek legal advice before applying it to specific issues or operations. The document also includes a summary of terms for subscription of preferred shares. The document also includes a section on investment summary, conditions to close, estimated closing date, type of equity interest, priority payment on exit (liquidation preference), anti-dilution, reserved matters at shareholders' meetings / protective provisions, board of directors' composition and activity, board reserved matters, remuneration, conversion, pre-emption, right of first refusal and co-sale, tag-along, drag-along, restrictive covenants and founders undertakings, founder shares, information and management rights, documentation and warranties, expenses, exclusivity, confidentiality, non-binding effect, and applicable law and jurisdiction. The document also includes a capitalization table as an appendix. The document also includes placeholders for company, founder 1, founder 2, founder 3, lead investor, additional investors, investment amount, pre-money valuation, ESOP percentage, lead investor investment amount, lead investor ownership percentage, remaining amount for additional investors, estimated closing date, preferred majority percentage, board members, founders directors, preferred director, board meeting frequency, reporting frequency, preferred director vote for board reserved matters, anti-dilution adjustments, shares for right of first refusal and co-sale, vesting period, bad leaver purchase price, good leaver purchase price, acceleration upon double trigger provisions, reporting frequency for lead investor, management rights letter, counsel for definitive agreements, company liability for warranties, expenses for lead investor, expenses for each party, exclusivity period, and signature page to limited term sheet. The document also includes options for priority payment on exit (liquidation preference), reserved matters at shareholders' meetings / protective provisions, and expenses. The document also includes notes for priority payment on exit (liquidation preference) and reserved matters at shareholders' meetings / protective provisions. The document also includes a note for the second option (double dip) for priority payment on exit (liquidation preference) that it is not typically included in this stage investment rounds. It is not founder-friendly and it may prevent certain investments from being successfully concluded. The document also includes a note for the important notice for the summary of terms for subscription of preferred shares that it has been prepared for informational purposes and it is not a source of legal advice. Readers should seek legal advice before applying it to specific issues or operations. The document also includes a note for the non-binding effect that this Summary of Terms is not intended to be legally binding, with the exception of this paragraph and the paragraphs entitled Expenses, Exclusivity and Confidentiality, which are binding upon the parties hereto. The document also includes a note for the applicable law and jurisdiction that this Summary of Terms and the relations among the parties arising thereof shall be govern by and construed in accordance with the laws of Portugal. The document also includes a note for the capitalization table that it is an appendix. The document also includes a note for the signature page to limited term sheet. The document also includes a note for the text in square brackets that it indicates that information needs to be added or confirmed. Please ensure that all square brackets are completed and removed prior to signing the term sheet. The document also includes a note that this document is not a substitute for legal advice and may need to be tailored to the circumstances to appropriately reflect the intentions of the parties. The document also includes a note that the following template term sheet for investment is suitable for use between a company incorporated in Portugal and potential investors. This term sheet has been drafted to include the provisions that a sophisticated investor would typically expect to see and may not be appropriate for all types of investors. Save in relation to the expenses, exclusivity and confidentiality sections, the term sheet does not purport to be a binding legal document. It sets out the basic commercial points to be agreed by the Founders and investors up front, with these matters being reflected in binding legal documentation (such as a subscription and shareholders' agreement) at the time the investors invest money in the company. The document also includes a note that the text in square brackets indicates that information needs to be added or confirmed. Please ensure that all square brackets are completed and removed prior to signing the term sheet. The document also includes a note that this document is not a substitute for legal advice and may need to be tailored to the circumstances to appropriately reflect the intentions of the parties. The document also includes a note that the document Preferred Round Term Sheet has been prepared for informational purposes and it is not a source of legal advice. Readers should seek legal advice before applying it to specific issues or operations. The document also includes a note that this summary of terms represents the current understanding of the parties with respect to certain relevant matters relating to the proposed investment in the Company (as defined below). Nothing in this summary of terms constitutes a legally binding agreement. The parties intend to enter into a detailed, definitive and legally binding subscription and shareholders' agreement in due course to reflect these terms in a legally binding format. The document also includes a note that nothing in this summary of terms constitutes an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where the offer or sale is not permitted. The document also includes a note that the financing will be up to an aggregate of € ", "description": "Investment term sheet template for a Portuguese company's preferred share funding round.", "categories": ["pre-seed & seed funding", "corporate", "share capital", "banking and finance", "corporate governance"], "jurisdictions": ["portugal"], "parties": ["company", "founder", "investor"], "complexity": "intermediate", "confidence": {"summary": 0.95, "description": 0.95, "categories": 0.9, "jurisdictions": 1.0, "parties": 0.95, "complexity": 0.85, "overall": 0.93}}```