The Miscellaneous section bundles provisions that are easy to overlook and expensive to ignore — governing law, closing conditions, costs, and binding vs non-binding status.
Determines which legal system governs the agreement and where disputes are resolved. Investors often push for a specific jurisdiction — Delaware in the US, or Singapore/UK in cross-border India deals.
What to negotiate: If your company is incorporated and operated in India, push for Indian law. Understand how the chosen jurisdiction affects your statutory rights as a founder.
The investment doesn't close when you sign the term sheet — it closes when conditions are satisfied:
What to negotiate: "Satisfactory completion" of due diligence must be defined, not open-ended. Ambiguous conditions give investors leverage to renegotiate or walk away after you've turned down other options.
Most of a term sheet is non-binding. But certain clauses are binding from the moment you sign:
Some term sheets require the company to pay a portion of the investor's legal and transaction fees. Negotiate for each party to bear their own costs, or cap the company's liability.
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