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Reviews VC term sheets for pre-seed, seed, Series A rounds. Analyzes clauses from investor/founder perspectives, rates terms vs market standards, flags deviations, provides negotiation guidance.
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/legal-skills:term-sheet-reviewThe summary Claude sees in its skill listing — used to decide when to auto-load this skill
*First published on [Skala Legal Skills](https://www.skala.io/legal-skills)*
Conducts legal due diligence for US seed/Series A startups: interactive document review, cap table/SAFE analysis, red flag spotting with severity ratings, report generation for investors/founders.
Reviews contracts against organization's negotiation playbook, flags deviations with severity, generates redline suggestions for vendor contracts, customer agreements, or commercial deals.
Analyzes contracts for unfavorable clauses in liability, termination, IP, payment, and more; generates prioritized counter-proposals with market-standard replacements. Use for pre-signing reviews or negotiations.
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First published on Skala Legal Skills
This skill is provided for informational and educational purposes only and does not constitute legal advice. The analysis and information provided should not be relied upon as a substitute for consultation with a qualified attorney. No attorney-client relationship is created by using this skill. Laws and regulations vary by jurisdiction and change over time. Always consult with a licensed attorney in your jurisdiction for advice on specific legal matters. The creators and publishers of this skill disclaim any liability for actions taken or not taken based on the information provided.
Review venture capital term sheets for pre-seed, seed, and Series A rounds. Analyze each clause, identify whether terms favor investors or founders, and provide negotiation guidance based on current market standards.
Before reviewing a term sheet, ask the user:
1. Are you the INVESTOR or the STARTUP in this transaction?
2. [If not clear from document] What stage is this financing? (Pre-seed/Seed/Series A)
Series B+ handling: If the term sheet is for Series B or later:
"I should note that my expertise is primarily in pre-seed through Series A transactions. Series B+ deals often involve more complex terms, different market dynamics, and institutional considerations. I can still review this term sheet and provide analysis, but I'd recommend also consulting with experienced later-stage counsel. Would you like me to proceed with the review?"
For each clause, provide:
Analyze these clauses in order (see references/clause-analysis.md for detailed guidance):
Structure your review as:
## Term Sheet Review Summary
**Company**: [Name]
**Round**: [Stage]
**Reviewing as**: [Investor/Startup]
## Overall Assessment
[2-3 sentence summary of the deal's overall character]
## Clause-by-Clause Analysis
### 1. Valuation
- **Term**: [What's stated]
- **Assessment**: [Rating]
- **Analysis**: [Impact and context]
- **Recommendation**: [For this user's role]
[Continue for each clause...]
## Key Negotiation Points
1. [Most important issue to address]
2. [Second priority]
3. [Third priority]
## Red Flags
- [Any terms significantly outside market norms]
## Summary Table
| Clause | Rating | Priority to Negotiate |
|--------|--------|----------------------|
| ... | ... | ... |