Free Pricing Term Sheet

I. Overview & Introduction

This Term Sheet outlines the principal terms and conditions proposed for the investment in [Your Company Name] by [Investor Name]. This document serves as a basis for the definitive agreement and is intended to be non-binding, except for the confidentiality and exclusivity clauses detailed herein. The objective is to facilitate a mutual understanding between [Your Company Name] and the investor regarding the terms of the proposed investment.

Both parties – [Your Company Name] and [Investor Name] – are expected to conduct due diligence in a timely and cooperative manner. This Term Sheet remains valid until [Expiration Date], after which its terms may be revised or extended by mutual written consent.

II. Investment Details

The specific investment terms are as follows:

• Amount of Investment: [Investment Amount]

• Type of Security Offered: [Type of Security], e.g., Common Stock, Preferred Stock, Convertible Note

• Valuation of the Company (Post-money): [Company Valuation]

• Investment Tranches: Details as per the agreed milestones or development phases

The investment is subject to the completion of satisfactory due diligence covering financial, legal, and operational aspects of [Your Company Name]. The due diligence process must be completed by [Due Diligence Completion Date] unless otherwise extended by mutual agreement.

III. Use of Proceeds

The proceeds from the investment shall be used by [Your Company Name] for the following purposes:

• Expansion of business operations

• Research and Development in [Specify Area]

• Marketing and sales activities

• General corporate purposes

It is crucial that [Your Company Name] manages the invested funds responsibly to achieve the milestones and objectives that have been agreed upon before the disbursement of funds.

IV. Governance

Upon completion of the investment, [Investor Name] shall be entitled to certain governance rights, including:

• Appointment of [Number] board member(s)

• Voting rights on major company decisions, including mergers, acquisitions, and sale of the company

• Regular financial reporting and updates from [Your Company Name] not less than quarterly

The governance terms are designed to ensure that [Investor Name] has appropriate oversight and input into the strategic direction of [Your Company Name] without impeding the operational autonomy of its management.

V. Representations and Warranties

[Your Company Name] and [Investor Name] shall each provide standard representations and warranties concerning their respective businesses, including but not limited to, legality, ownership, operational status, and compliance with laws.

Specific warranties shall be detailed in the definitive agreements, aiming to assure both parties of the veracity and legitimacy of their engagement and corporate standings.

VI. Confidentiality

Both parties agree to keep the terms of this investment and any additional sensitive information strictly confidential, not to be disclosed to third parties except as required by law or with the written consent of the other party. This clause shall survive the expiration or termination of this Term Sheet.

Any public announcements or disclosures regarding the terms of the investment must be mutually agreed upon in writing before release.

VII. Exclusivity

Upon execution of this Term Sheet, [Your Company Name] agrees not to engage in any discussions or negotiations with any other party concerning an investment of a similar nature for a period of [Exclusivity Period], unless mutually released in writing by [Investor Name].

This exclusivity commitment underscores the good faith and serious intent of both parties to proceed with the transaction as outlined in this Term Sheet.

VIII. Miscellaneous

Any amendments or supplements to this Term Sheet must be made in writing and signed by duly authorized representatives of both [Your Company Name] and [Investor Name]. This Term Sheet does not constitute a legal obligation until the execution of the definitive agreements, except as explicitly stated within this document.

This Term Sheet and any disputes arising from it are to be governed by and construed by the laws of [Jurisdiction]. Each party will bear its costs and expenses incurred in connection with the preparation, negotiation, and execution of this Term Sheet and the transaction contemplated herein.

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