Term sheet clause 18 of 25 · Founders and deal terms
No-shop / exclusivity in a term sheet
In plain English: You agree not to negotiate with other investors for a period. Typical: 30-60 days.
Founder-friendly
Short, with an end date.
Investor-friendly
Long, open-ended.
What to watch for
Red flag
Long exclusivity (90+ days).
How to model it
Don't judge this clause by reading it; put numbers on it. In our workbooks it's modelled in Fundraising CRM, so you can see what it changes in your ownership or your payout before you agree.
Negotiating it: speed and exclusivity
Principle: Time kills deals.
- Agree a target close date in the term sheet.
- Keep no-shop periods to 30-60 days.
- Have your data room ready before you sign.
Exploding term sheet (deadline in 48 hours)
"Thank you - we're very interested. To make a decision this important responsibly, we need until [date] to speak with our lawyer and existing investors. Can you extend to then?"
One of the scripts from the Negotiation Playbook. The playbook has more for each topic, plus what to give and what to hold.
Not legal advice. Norms vary by country and market cycle. Have a startup lawyer review your term sheet before you sign.