Thaleia MisailidouThaleia Misailidou

Marathon Venture Capital Term Sheet Template

Today, we are happy to make our term sheet template public. If you are expecting a term sheet from Marathon, these are the terms you are going to get.

Term Sheet for Seed financing under Delaware law

In the template, you are also going to find some footnotes and links providing more context for each term, for those of you who may want to get a better understanding of the underlying principles. Ideally, this document would serve as a single source of information when it comes to your term sheet.

This template is a truncated and simplified version of the US National Venture Capital Association model term sheet. It is not a prerequisite that all Marathon portfolio companies will be incorporated in the US. These standard terms will be customized as may be required by the jurisdiction in force. We also plan to post a similar template under UK and Greek law in the future.

For those familiar with the terminology, here is a rough summary of the core terms:

  • 1x non-participating liquidation preference

  • Board seat with standard matters requiring approval

  • Pro-rata participation right

  • Right of first refusal

  • Drag along requiring founders consent

  • Founders and employees vesting

  • No compete, no solicitation and no disclosure

With regards to investment size and valuation, we have already hinted at our typical range, yet these vary per case, so they have been intentionally left blank.

Making this template public serves a twofold purpose. First, we would like to minimize the time spent negotiating a term sheet and focus our discussion with founders on what matters the most when building a fast-growing business, i.e. team, product and go-to-market strategy.

Second, we see value in sharing what we consider a good and fair practice for a seed stage financing round. In this context, feel free to use, edit or share the document as you see fit; we would love to see startups or other market participants putting this template in good use.