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The Term Sheet Negotiation Handbook
VC terms decoded for AI founders — economics, control, AI-specific clauses, and a negotiation-priorities map for what to hold and what to give.
A term sheet is a short document that quietly decides who controls your company, who gets paid first, and what happens to the models and data you spent years building. This handbook decodes the terms that matter, flags the AI-specific clauses most founders miss, and tells you plainly what to hold and what to let go.
What's inside
- 01Why this document deserves your full attention
- 02The shape of a financing, in one picture
- 03Valuation, dilution, and the number that isn't the real number
- 04The option pool shuffle — the most common quiet tax on founders
- 05Liquidation preference — who gets paid first, and how much
- 06Anti-dilution — protection against the down round
- 07Pro-rata, board, and the rest of the standard machinery
- 08Control terms — board composition and protective provisions
- 09SAFEs versus priced rounds — what actually differs
- 10AI-specific clauses, part one — your models, weights, and IP
- 11AI-specific clauses, part two — data rights, model dependency, and compute
- 12The terms glossary — decoded at a glance
- 13Negotiation principles — leverage, and where it actually comes from
- 14What to hold and what to concede — a priorities table
- 15Process, red flags, and the long view
Includes 6 cited references and worked examples, written in plain language you can act on.
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