Free resource · For founders
Term Sheet Comparison Matrix
Compare competing term sheets side by side, term by term, against the market standard.
Jason Acevedo | Updated September 8, 2026
Two term sheets with the same valuation can be very different deals. The difference lives in the terms founders read last: liquidation preference, protective provisions, anti-dilution, vesting acceleration, the legal fee cap. This matrix puts up to three offers next to each other, one term per row, with the market standard alongside so you can see at a glance which investor is asking for something unusual. Fill in what each term sheet says, note what you would prefer, and take the marked-up grid into the negotiation.
What you type stays on this page and is not saved or sent anywhere. Use the spreadsheet or the Print button if you want to keep it.
Name the columns to match your offers.
| Term / provision | Market standard | Your preference | |||
|---|---|---|---|---|---|
| Economics | |||||
| Pre-money valuation | Based on stage, traction, and comps | ||||
| Investment amount | Total round size drives dilution | ||||
| Price per share | Pre-money / fully diluted shares | ||||
| Option pool | 15-20% post-money is typical for Series A | ||||
| Liquidation preference | 1x non-participating is founder-friendly standard | ||||
| Participation rights | Non-participating preferred is market standard | ||||
| Dividends | Non-cumulative, if declared, is standard | ||||
| Control | |||||
| Board composition | Common: 2 founders, 1 investor, or 2-1-1 | ||||
| Protective provisions | Standard NVCA set. Watch for expansive lists. | ||||
| Drag-along rights | Majority of preferred + common is typical | ||||
| Consent rights | Fewer is better for founders | ||||
| Information rights | Quarterly financials, annual budget standard | ||||
| Investor protections | |||||
| Anti-dilution | Broad-based weighted average is standard | ||||
| Pro rata rights | Standard for major investors | ||||
| Right of first refusal | Company ROFR on share transfers is typical | ||||
| Co-sale rights | Tag-along with founder sales is standard | ||||
| Pay-to-play | Increasingly common. Converts non-participants. | ||||
| Founder terms | |||||
| Vesting acceleration | Single trigger (change of control) is founder ask | ||||
| Founder vesting | 4-year with 1-year cliff. Credit for time served. | ||||
| Non-compete | Watch scope and duration. Push back if too broad. | ||||
| No-shop / exclusivity | 30-45 days typical. Keep it short. | ||||
| Other terms | |||||
| Legal fee cap | $25-50K investor counsel cap is reasonable | ||||
| Closing conditions | Fewer conditions = faster close | ||||
| Representations | Standard reps. Push back on survival period. | ||||
| Registration rights | Standard NVCA terms. Rarely negotiated at Series A. | ||||
Where to go next
Decoding the Series A Term Sheet explains what each of these terms does and which ones are worth spending negotiating capital on. The Timeline That Gets Ignored covers what happens between signing the term sheet and money in the bank. And if one column keeps coming up unusual, What Your Investor's Lawyer Is Actually Looking For explains why.
The market-standard column is general information, not legal advice, and using this matrix does not create an attorney-client relationship. Terms move with the market and with leverage; if you have live term sheets in front of you, get in touch.