NDAs and Term Sheets: Getting Started with Investors
Andrew Sandor and Soňa Princová
Invest Forum November 22, 2006
Legal Value Chain
INFO MEM
NDA
TERM SUB SHEET AGR.
SHA ART. of ASSOC.
€
Squire, Sanders & Dempsey
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NDA (Non Disclosure/Confidentiality)
• State parties
• Describe proposed transaction
• What is confidential?
– could included only “marked” or only written material
• Exceptions
– existing info, compelled disclosure, etc.
• Return of documents • Term (2 years) • Governing law
Squire, Sanders & Dempsey Page 3
Term Sheet
• Goal?
– Lock down commercial terms subject to due diligence – Set primary governance terms – Set timetable to closing – Set terms of exit from investment
• Commercial terms not enforceable • Exclusivity, confidentiality, fees, governing law and disputes are enforceable
Squire, Sanders & Dempsey
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