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Sample Commercial Term Sheet

A worked non-binding term sheet for a UK technology investment, separating binding confidentiality and costs from proposed commercial terms.

Jurisdiction: Illustrative England and Wales example — mandatory statutory, regulatory and professional requirements must be checked

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Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# EXAMPLE: COMMERCIAL TERM SHEET

## Transaction status

This fictional term sheet is issued on 25 March 2027 by Cedar North Ventures Limited and Moorland Capital Partners LLP for the proposed Series A investment in Cedar North Ventures Limited. It is a non-binding outline, not an offer of securities or financial advice. Each party must obtain advice on Companies Act authority, financial promotion, tax and investment risk.

## 1. Proposed investment

Moorland proposes £450,000 for 450,000 Series A preferred shares at £1 each, implying a £4.5 million post-money valuation.

Funds are intended for product development, two hires and working capital. Completion is targeted for 30 April 2027 and is conditional on definitive documents.

## 2. Rights and governance

The proposed rights are a 1x non-participating liquidation preference, weighted-average anti-dilution and one investor board observer.

The company will provide quarterly accounts, an annual budget and prompt notice of material litigation, insolvency risk and data incidents.

## 3. Conditions

Completion is conditional on satisfactory due diligence, amended articles, shareholder authority, an agreed investment agreement and satisfaction of financial-promotion rules.

The investor may withdraw before completion if due diligence is unsatisfactory or authority, consent or a lawful exemption is unavailable.

## 4. Binding provisions

Only confidentiality, exclusivity for 30 days, costs and governing law are binding; valuation, allocation and completion remain subject to definitive documents.

Confidentiality applies for three years; each party bears its own costs except that the company pays the agreed £2,000 legal review contribution. The 30-day exclusivity ends automatically unless extended in writing.

## 5. Governing law and signatures

Only the provisions expressly identified as binding are enforceable. The binding provisions are governed by England and Wales law. Signed for the company and investor on 25 March 2027:

Company: ____________________ Investor: ____________________

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