Term sheet clause 14 of 25 · Investor rights
ROFR and co-sale in a term sheet
In plain English: Right of first refusal on founder share sales, and the right to sell alongside founders. Typical: Standard.
Founder-friendly
Standard, with small carve-outs.
Investor-friendly
No carve-outs.
What to watch for
Red flag
Restrictions that block any founder liquidity forever.
How to model it
This clause doesn't change the maths of your round, but it changes how you run the company. Discuss it with your lawyer and keep it in mind when you compare offers.
Not legal advice. Norms vary by country and market cycle. Have a startup lawyer review your term sheet before you sign.