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Venture capital transactions1 begin with the “term sheet” or “letter of intent” (the “Term Sheet”).2 Although a term sheet is typically expressed as a non-binding document, it is the foundation upon which  all other (binding) transaction documents are prepared. Typically, a Term Sheet can be divided into  three basic categories: (i) terms that impact valuation and economic division of profits and proceeds  upon a “liquidity” event, (ii) terms that impact control over decision making and (iii) investor protection  terms.  At