Term Sheet Comparison Matrix.xlsx

	A	B	C	D	E	F	G
1	Term Sheet Comparison Matrix
2	Side-by-side analysis of key terms across your existing investments \| acevedoventurelaw.com
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4	Term / Provision	Investor A	Investor B	Investor C	Market Standard	Your Preference	Notes

5	Economics
6	Pre-Money Valuation	$___M	$___M	$___M	Based on stage, traction, and comps
7	Investment Amount	$___M	$___M	$___M	Total round size drives dilution
8	Price Per Share	$___	$___	$___	Pre-money / fully diluted shares
9	Option Pool	___%	___%	___%	15-20% post-money is typical for Series A
10	Liquidation Preference	___x	___x	___x	1x non-participating is founder-friendly standard
11	Participation Rights				Non-participating preferred is market standard
12	Dividends				Non-cumulative, if declared, is standard
13	Control
14	Board Composition				Common: 2 founders, 1 investor, or 2-1-1
15	Protective Provisions				Standard NVCA set. Watch for expansive lists.
16	Drag-Along Rights				Majority of preferred + common is typical
17	Consent Rights				Fewer is better for founders
18	Information Rights				Quarterly financials, annual budget standard
19	Investor Protections
20	Anti-Dilution				Broad-based weighted average is standard
21	Pro Rata Rights				Standard for major investors
22	Right of First Refusal				Company ROFR on share transfers is typical
23	Co-Sale Rights				Tag-along with founder sales is standard
24	Pay-to-Play				Increasingly common. Converts non-participants.
25	Founder Terms
26	Vesting Acceleration				Single trigger (change of control) is founder ask
27	Founder Vesting				4-year with 1-year cliff. Credit for time served.
28	Non-Compete				Watch scope and duration. Push back if too broad.
29	No-Shop / Exclusivity				30-45 days typical. Keep it short.
30	Other Terms
31	Legal Fee Cap				$25-50K investor counsel cap is reasonable
32	Closing Conditions				Fewer conditions = faster close
33	Representations				Standard reps. Push back on survival period.
34	Registration Rights				Standard NVCA terms. Rarely negotiated at Series A.
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