Get an objective benchmark of your investment term sheet, comparing 15 clauses against **Venture Capital (VC) market standards**. We provide data, not legal opinions.
This is not legal advice. **ALWAYS** consult a qualified lawyer for any decision.Informational/educational service. Total anonymity guaranteed. 100% GDPR. Zero-Knowledge.
15 Objective VC Benchmarks
The analysis covers 15 key parameters of a Term Sheet (Governance, Finance, Team), comparing them with the operational practices of international VC funds.
Critical Clause Analysis
Focus on high-impact clauses like Liquidation Preference, Anti-Dilution, and Board Control, the most common sources of imbalance.
Balance Score (0-100)
A quantitative score that measures the degree of fairness between the Founder's and Investor's interests, providing objective data.
High-Risk Flagging
Immediate identification of clauses that strongly deviate from the benchmark, indicating potential High Risk or imbalance.
Zero-Knowledge Method
No data entered is saved or stored. The analysis is completely anonymous and private (GDPR by design).
Educational/Informational Tool
The tool provides market data to support your preparation. It is not legal advice and cannot replace professional counsel.
Objective Analysis: The 15 Points and Their Benchmarks
Area 1: Economic Interests and Risk Allocation
These clauses define the priority order for distributing proceeds in case of liquidation or Exit.
**Liquidation Preference:** If it is >1x or *Participating*, it indicates a significant favor for the investor in case of a low-value Exit. **The Balanced Benchmark is:** 1x Non-Participating.
**Anti-Dilution Clause:** The presence of a Full Ratchet is considered an extreme market anomaly, linked to maximum Founder dilution in a down-round. **The Standard Benchmark is:** Weighted Average.
**IP Transfer (Intellectual Property):** The lack of formal transfer to the company or a transfer at symbolic value (1€) signals a potential tax risk or **dispute over the future ownership** of the asset.
Area 2: Control Mechanisms and Decision Process
These points measure the investor's impact on daily operations and strategic choices.
**Veto Rights:** Extending vetoes to **Ordinary Management** (e.g., hiring, current expenses) indicates a high risk of micro-management that can **paralyze operations**. **The Benchmark accepts:** Vetoes limited only to extraordinary and strategic operations.
**Board Control:** An Investor majority on the board implies a transfer of **strategic** decision-making power from the Founders to the Funder.
**Drag-Along (Forced Sale):** Activation of the Drag-Along at the Investor's sole discretion (without Founder consent or price threshold) signals a potential **loss of control over the Exit**.
Area 3: Clauses related to the Operational Team
Clauses that regulate the partners' operational continuity and the valuation of their contribution upon termination of the relationship.
**Punitive Leaver Clause:** If the loss of shares occurs at nominal price or €0 even in cases of non-serious exit (Good Leaver), the clause is identified as inequitable. **Benchmark:** Valuation at Fair Market Value (FMV) for the Good Leaver.
**Founder Compensation:** The absence or symbolic nature of compensation may indicate a risk condition for the **sustainability and focus** of the operational team over time.
**Investor Reverse Vesting (Smart Money):** The presence of binding commitments (linked to shares) for the investor on promised services (Smart Money) indicates **strong alignment of interests**. The lack of such a constraint signals the risk of "Dumb Money".