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Term Sheet Negotiator

Startup Fundraising Simulator

Learn the hidden economics of venture capital. Negotiate liquidation preferences, anti-dilution provisions, board seats, and more. See exactly how each term affects your payout at different exit valuations.

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Tutorial Mode

Learn each term with interactive examples. See how 1x vs 2x liquidation preferences change your payout at a $20M exit.

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Full Negotiation

Negotiate a complete term sheet with a VC. Every choice has trade-offs. Can you maximize founder value?

📚 Tutorial: Understanding Term Sheets

Welcome! Let's learn how term sheet provisions affect founder economics. Select a topic below to explore.

Your Ownership
75%
Post-money
Post-Money Valuation
$8M
$2M raise
Board Control
2 of 3
Founder majority
Investor Friendliness
50
Neutral terms

📊 Exit Payout Simulator

Exit Valuation: $20M
Founder Payout
$15M
75% of exit
Investor Payout
$5M
2.5x return

💰 Economics

Liquidation Preference
How much investors get paid first before common shares
1x Non-Participating
Anti-Dilution Protection
What happens if future rounds are at a lower valuation
Weighted Average
Option Pool
Shares reserved for future employees, dilutes founders
10%

⚖ Governance

Board Composition
Who controls company decisions
2 Founder, 1 Investor
Protective Provisions
Investor veto rights over major decisions
Standard
Founder Vesting
How your shares vest over time
4yr/1yr cliff
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Deal Closed!

You've negotiated your Series Seed term sheet.

Your Ownership
75%
At $50M Exit
$36M

Key Takeaways