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SAFEs and terms · Checklist

Term sheet red-flag checklist

The terms worth stopping on, as a list to run before you sign anything.

The point of reading a term sheet closely is not to negotiate every sentence. It is to find the provisions that change ownership, future financing options, operating control, or your ability to walk away — and to know which of those you are agreeing to before you agree to it.

A headline valuation can look attractive while other terms quietly change the practical result underneath it. This list is the places that happens. Tick an item when you could explain the provision and its consequence to a cofounder in plain language, not when you have read it.

Anything you cannot tick is a question for counsel, not a reason to panic. Uncertainty about a clause is a reason to model it and ask — never a reason to accept it because another company used similar language.

Checklist

What is in it

  • Economics · 6 items

    What the deal does to ownership, in the good outcome and the modest one.

  • Control · 3 items

    Reviewed separately from the economics, because they trade against each other.

  • What is binding now · 4 items

    Some of a term sheet takes effect the moment it is signed.

  • The cap table, modelled · 3 items

    Not the headline number. The number after everything else is included.

  • Founder protections · 3 items

    The terms that apply to you rather than to the company.

  • Closing conditions · 2 items

    The facts and approvals that stand between signing and cash.

  • What it does to the next round · 2 items

    The terms you are agreeing to outlive this financing.

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The template is ready. Add your email to open it, and you will also get The Raise Memo — a note for founders raising capital.

How to use it

Notes

Take the unticked items to counsel with the term sheet, the current cap table, prior SAFEs or notes, and a written list of your actual business priorities — preserving operating control, avoiding an unworkable pool, keeping reporting manageable, keeping the next financing practical. Trade-offs should be made explicitly rather than discovered later in a document nobody fully read. And do not sign because an investor says the terms are standard, or under a deadline that arrived before your understanding did.

Where this comes from

The thinking behind it

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From the publication

Read The Raise Memo

A note for founders raising capital—what investors notice, how conviction gets built, and what to do next.

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