The Startup Investment Term Sheet is a crucial document in the Philippine startup ecosystem, typically used during the preliminary stages of investment negotiations between startups seeking capital and potential investors. It becomes relevant when a startup has progressed beyond initial discussions and both parties are ready to formalize their investment intentions. The document compiles essential commercial and legal terms, including valuation, investment structure, governance rights, and investor protections, while ensuring compliance with Philippine regulations such as the Revised Corporation Code, Securities Regulation Code, and the Innovative Startup Act. While predominantly non-binding, it serves as a roadmap for lawyers drafting definitive agreements and helps prevent misunderstandings between parties by clearly documenting key terms early in the process.
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1. Parties: Identification of the startup company, founders, and investors
2. Background: Brief description of the startup's business and purpose of the investment
3. Definitions: Key terms used throughout the term sheet
4. Investment Terms: Details of the investment amount, valuation, and type of securities being issued
5. Cap Table: Pre and post-money capitalization structure
6. Voting Rights: Voting rights attached to the shares being issued
7. Board Composition: Structure and composition of the Board of Directors post-investment
8. Anti-Dilution Protection: Provisions protecting investors from dilution in future rounds
9. Transfer Restrictions: Limitations on the transfer of shares
10. Information Rights: Investor rights regarding financial and operational information
11. Exit Rights: Provisions regarding liquidity events, IPO, and drag-along/tag-along rights
12. Confidentiality: Confidentiality obligations of all parties
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Liquidation Preference: Used when investors require preferential returns in case of liquidation
2. Conversion Rights: Include when offering convertible preferred shares
3. Pre-emptive Rights: Used when existing investors want rights to participate in future funding rounds
4. Founder Vesting: Include when investors require founder shares to be subject to vesting
5. Employee Stock Option Pool: Include when establishing or modifying an ESOP
6. Non-Compete and Non-Solicit: Used when requiring restrictive covenants from founders
7. Foreign Investment Provisions: Include when foreign investors are involved to ensure compliance with FIA
8. Corporate Governance Requirements: Include for more detailed governance requirements beyond basic board composition
1. Cap Table Schedule: Detailed breakdown of shareholding pre and post investment
2. Milestones Schedule: If investment is milestone-based, details of milestones and corresponding investment tranches
3. Key Terms Summary: Summary of key commercial terms for quick reference
4. Warranties Schedule: List of basic warranties to be given by the company and founders
5. Anti-Money Laundering Requirements: Required documentation and procedures for AML compliance
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