Startup Investment Term Sheet Template for Nigeria

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Key Requirements PROMPT example:

Startup Investment Term Sheet

"I need a Startup Investment Term Sheet for a Series A investment round of $2 million in my Nigerian fintech company, with specific provisions for foreign investors and technology transfer requirements."

Document background
The Startup Investment Term Sheet is a crucial document used in the Nigerian startup ecosystem when companies seek to raise capital from investors. It serves as a preliminary framework that captures the essential commercial and legal terms of a proposed investment, typically used after initial discussions but before detailed due diligence and final documentation. This document must comply with Nigerian legislation, including CAMA 2020 and relevant securities laws, while also meeting international investment standards. It outlines key aspects such as valuation, investment structure, governance rights, and exit provisions, forming the basis for the subsequent detailed investment agreements. While generally non-binding (except for confidentiality and exclusivity clauses), it represents a significant milestone in the investment process and requires careful consideration from all parties involved.
Suggested Sections

1. Parties: Identification of the startup company, current founders, and the proposed investor(s)

2. Background: Brief context of the proposed investment and company's current status

3. Definitions: Key terms used throughout the term sheet

4. Investment Amount: Proposed investment amount, valuation, and corresponding equity percentage

5. Type of Securities: Description of the type of shares or securities to be issued

6. Pre-Money Valuation: Agreed valuation of the company before the investment

7. Capitalization: Post-investment capital structure of the company

8. Investor Rights: Key rights granted to investors including voting, board representation, and information rights

9. Founders' Commitments: Key commitments from founders including non-compete, full-time commitment, and vesting provisions

10. Corporate Governance: Board composition, voting thresholds, and reserved matters

11. Anti-Dilution Protection: Provisions protecting investor's shareholding percentage

12. Exit Rights: Tag-along, drag-along rights, and other exit-related provisions

13. Confidentiality: Binding provisions regarding confidentiality of negotiations and company information

14. Exclusivity: Binding provisions preventing the company from seeking other investors for a specified period

15. Closing Conditions: Conditions that must be met before investment completion

16. Binding Effect: Statement of which provisions are binding and non-binding

Optional Sections

1. Liquidation Preference: Terms for preferential returns to investors in case of liquidation - include if preferred shares are being issued

2. Conversion Rights: Terms for converting preferred shares to ordinary shares - include if preferred shares are being issued

3. Preemptive Rights: Rights of existing shareholders to participate in future funding rounds - include for larger investments

4. ROFR and Co-Sale Rights: Right of first refusal and co-sale rights on transfer of shares - include for significant investments

5. Founder Loans: Terms of any outstanding loans to founders - include if relevant

6. IP Assignment: Confirmation of IP assignment to the company - include for technology startups

7. Key Person Insurance: Requirements for life insurance on key team members - include for larger investments

8. Employee Share Option Pool: Details of ESOP if required - include if employee options are planned

Suggested Schedules

1. Cap Table: Detailed breakdown of current and post-investment shareholding

2. Key Performance Indicators: Specific metrics and milestones tied to the investment

3. Use of Funds: Detailed breakdown of how investment funds will be utilized

4. Material Contracts: List of key contracts and commitments

5. Disclosed Liabilities: List of all known liabilities and potential claims

6. Reserved Matters: Detailed list of decisions requiring investor approval

7. Warranties: List of basic warranties to be given by the company and founders

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Agriculture Technology

Educational Technology

Clean Energy

Logistics

Manufacturing

Consumer Services

Media and Entertainment

Real Estate Technology

Blockchain and Cryptocurrency

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Investment

Executive Leadership

Business Development

Compliance

Due Diligence

Corporate Secretariat

Risk Management

Relevant Roles

CEO

Founder

Managing Director

Investment Manager

Venture Capital Partner

Chief Financial Officer

Corporate Lawyer

Investment Analyst

Business Development Manager

Company Secretary

Chief Legal Officer

Investment Director

Portfolio Manager

Startup Advisor

Private Equity Associate

Due Diligence Officer

Chief Investment Officer

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, operation, and corporate governance in Nigeria. It provides the framework for company structures, share issuance, and stakeholder rights.
Investment and Securities Act 2007: Regulates investment and securities business in Nigeria, including private placements and share issuances. Essential for structuring investment terms and ensuring compliance with securities regulations.
Nigerian Investment Promotion Commission Act: Governs foreign investments in Nigerian businesses and provides framework for investment protection. Relevant if foreign investors are involved in the startup funding.
Companies Income Tax Act: Determines the taxation of company profits and includes provisions relevant to corporate restructuring and investment activities.
Industrial Property Act: Protects intellectual property rights, which is crucial for technology startups and innovation-based businesses.
Federal Competition and Consumer Protection Act 2018: Regulates competition and may affect certain investment terms, especially in cases of significant ownership stakes or industry-specific concerns.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Governs foreign currency transactions and investments, crucial for deals involving foreign investors or foreign currency considerations.
Capital Gains Tax Act: Relevant for future exits and transfer of shares, affecting how investment gains will be taxed.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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