Term sheet by Common Paper
The Common Paper Term Sheet is a plain-language template for early-stage financings, organizing key economics and governance terms into a clear framework that simplifies negotiation. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
How to set up a term sheet
Fill in details that you are committing to using the table below.
Don’t forget to enter your company’s information in the signature block at the end.
Remove this first page.
Send to your counterparty for review and signature.
Term Sheet
This non-binding Term Sheet ("Term Sheet") expresses our mutual excitement and intention to work together as detailed below. Final details, terms, and conditions will be as mutually agreed in a separate, binding agreement ("Definitive Agreement"). This Term Sheet is meant to assist our negotiation of the Definitive Agreement. As such, this Term Sheet is non-binding and no liability nor obligation is intended to be created between either of us, except for the portion called Confidentiality. This Term Sheet does not require either of us to enter into a Definitive Agreement nor does it preclude the Definitive Agreement from including additional provisions.
Our current intentions are as follows:
[topic 1] | details about the topic |
[topic 2] | details about the topic |
Confidentiality
We each have or may disclose information about our company that is confidential or proprietary in nature or that should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure ("Confidential Information"). Neither of us will
(a) use the other's Confidential Information;
(b) disclose the other's Confidential Information to anyone else except as required by applicable law.
In addition, we each will protect the other's Confidential Information using at least the same protections that we use for our own similar information but no less than a reasonable standard of care.
By signing this Term Sheet, each party acknowledges their intent as outlined in the Term Sheet and agrees to the confidentiality terms.
PARTY 1: [party 1 name] | PARTY 2: [party 2 name] | |
Signature | ||
Print Name | [party 1 signatory name] | [party 2 signatory name] |
Title | [party 1 signatory title] | [party 2 signatory title] |
Contact Address | [party 1 contact address] | [party 2 contact address] |
Date | [party 1 signature date] | [party 2 signature date] |
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About this template
What is this template?
This document is a short-form expression of intent to negotiate a future binding contract. It contains a two-topic table for custom deal points and a specific binding section for Confidential Information. It is not a full investment agreement or a final service contract.
When should you use it?
Use this when starting negotiations for a partnership or investment to align on high-level goals before hiring lawyers for a full Definitive Agreement. If the deal requires exclusive negotiation rights for a set period, use an Exclusivity Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Term Sheet | Non-Binding Nature | States that no liability or obligation is created except for the Confidentiality section until a Definitive Agreement is signed. |
| Confidentiality | Confidentiality | Prohibits both parties from using or disclosing proprietary information except as required by applicable law. |
| Confidentiality | Standard of Care | Obliges parties to protect shared information using at least a reasonable standard of care. |
Who it's for
- two parties negotiating a commercial deal who require a non-binding framework for their initial discussions
- companies needing to protect proprietary information while drafting a separate Definitive Agreement
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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