Is a term sheet legally binding?

A term sheet can be partially binding if it includes language stating that specific clauses (for example, confidentiality or exclusivity) are binding. Courts look to intent and wording; for e‑signatures, follow the ESIGN Act (15 U.S.C. §7001) and applicable UETA provisions to show intent, consent, attribution, and retention.

Can a term sheet be signed electronically?

Yes. Electronic signatures satisfy ESIGN and UETA requirements when intent, consent, attribution, and reproducible retention are present. For consumer‑facing or healthcare records, comply with ESIGN disclosure rules and any sector‑specific requirements.

Does an e‑signed term sheet need notarization?

Not normally; term sheets rarely require notarization. If a jurisdiction or transaction requires notarization or RON, follow state notary rules and remote online notarization requirements where applicable.

How should I store executed term sheets?

Retain signed copies in a secure records system with audit trails and restricted access. Preserve a non‑editable archival format (PDF/A) and maintain retention consistent with tax, HIPAA, or industry rules.

What authentication level is recommended?

Use email link or SMS code for most term sheets. Increase authentication (KBA, government ID verification) for higher‑risk transactions or where regulatory rules require stronger signer identity proofing.

Who can revoke or amend a term sheet?

Amendments should be made in writing and signed by authorized parties. Revocation depends on the term sheet language; if non‑binding, either party may withdraw subject to any binding provisions (e.g., confidentiality).

Electronic Signature
Templates
Miscellaneous
Business Development Term Sheet

Business Development Term Sheet

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS DEVELOPMENT TERM SHEET

THIS BUSINESS DEVELOPMENT TERM SHEET (this "Term Sheet") is entered into as of by and between with principal place of business at ("Party A") and with principal place of business at ("Party B").

WHEREAS

WHEREAS, Party A has expertise and market relationships in business development, sales strategy and channel introduction, and Party B desires to engage Party A to identify and pursue business development opportunities on the terms set forth herein.

WHEREAS, the parties intend that this Term Sheet will set forth the principal commercial terms to be incorporated into a definitive business development agreement, subject to negotiation and execution of such definitive agreement; provided, however, that certain provisions identified herein shall be binding as specified.

WHEREAS, the parties intend to commence services on or about and to cooperate in good faith in performing the activities described below.

SCOPE OF WORK

Party A shall provide business development services including identification of target accounts, introductions to prospective clients, preparation of pitch materials, coordination of pilot programs, and other related activities as reasonably requested by Party B. Specific deliverables, performance metrics and milestones shall be set forth below and in the definitive agreement.

Detailed Scope / Deliverables Key milestones (description and target date)

PAYMENT TERMS

Compensation shall consist of fees, success-based commissions and reimbursement of pre-approved expenses as set forth below.

Total Target Compensation (estimate) Payment Schedule / Milestone Payments Success Fee / Commission

For introductions resulting in revenue-generating contracts, Party A shall be entitled to a commission equal to % of net revenues collected by Party B from the introduced client for a period of months following first payment from such client, subject to deductions for refunds, credits and returns in accordance with Party B's standard accounting practices.

Invoice Terms Late Payment Fee

Unpaid amounts not paid within the invoice due period shall accrue interest at % per month (or the maximum permitted by law, if lower), plus reimbursement of collection costs and attorney fees.

TERM AND TERMINATION

This Term Sheet shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date End Date Termination Notice Period

Either party may terminate this Term Sheet for convenience upon written notice to the other party in accordance with the notice period above. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of such breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" shall mean non-public information disclosed by one party to the other in written, electronic, oral or other tangible form that is identified as confidential at the time of disclosure or by its nature should reasonably be considered confidential. Confidential Information excludes information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully known by the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Term Sheet; and (iii) not disclose Confidential Information to any third party except to its employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These obligations shall survive termination for a period of months, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that the disclosing party shall be entitled to equitable relief, including injunctive relief, without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

EXCLUSIVITY AND NON-SOLICITATION

Exclusivity: The parties may agree to a limited exclusivity period during which Party A will be the exclusive business development representative for the specified territory or vertical. If exclusivity is required, indicate below.

Exclusivity required

Non-Solicitation: For the term of this Term Sheet and for months thereafter, neither party shall knowingly solicit for employment the other party's employees who were materially involved in the performance of this Term Sheet without prior written consent, except by general solicitation.

INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its pre-existing intellectual property. Unless otherwise agreed in a definitive agreement, any materials, presentations or leads created by Party A in connection with the services shall be owned by Party A, provided that Party A grants Party B a non-exclusive, worldwide, royalty-free right to use materials delivered to Party B solely for the purposes contemplated by the parties. Specific ownership and license terms shall be established in the definitive agreement.

GOVERNING LAW

This Term Sheet shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Term Sheet shall be resolved as set forth in the definitive agreement or, absent such agreement, through good faith negotiation between authorized representatives.

ENTIRE AGREEMENT; BINDING EFFECT

Except as otherwise expressly stated herein, this Term Sheet sets forth the principal terms of the parties' proposed business relationship but is not intended to create binding obligations to consummate any transaction, except that the sections entitled CONFIDENTIALITY, PAYMENT (to the extent obligations have accrued), EXCLUSIVITY (if selected), GOVERNING LAW, and THIS SECTION shall be binding upon the parties. The parties intend to negotiate and execute a definitive agreement containing customary representations, warranties and indemnities. This Term Sheet constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth at the beginning of this Term Sheet, or to such other address as either party may designate by written notice. No amendment or waiver shall be effective unless executed in writing by both parties.

Additional provisions / comments

Party A (Company):

By:

Date:

Party B (Counterparty):

By:

Date:

What a Business Development Term Sheet Is

A Business Development Term Sheet is a concise, non‑binding document that records the principal commercial and legal terms under discussion between two or more parties considering a partnership, joint venture, distribution arrangement, or strategic collaboration. It sets out the transaction scope, principal obligations, key milestones, valuation or fee structure, exclusivity or non‑compete provisions, confidentiality expectations, and a timeline for negotiation and closing. The term sheet streamlines internal review, establishes negotiation boundaries, and makes clear which items will be carried forward into a definitive agreement while preserving flexibility during due diligence.

Why use a Business Development Term Sheet

A well‑crafted term sheet speeds negotiations, reduces misunderstandings, and creates a clear reference for counsel and stakeholders. It documents essential commercial parameters so teams can prioritize due diligence, allocate resources, and align executive decision makers before committing to binding contracts.

Who typically prepares and reviews these term sheets

Business Development Term Sheets are used by commercial teams and legal counsel to coordinate negotiating positions and to record agreed preliminary terms.

Startup founders and CEOs negotiating partnerships or investment terms; use to summarize commercial economics and milestones for board review.
Corporate development and BD teams at mid‑market or enterprise firms; use to route internal approvals and start integration planning.
Investors, advisors, and outside counsel who need a clear summary of material deal points before drafting definitive agreements.

The term sheet keeps discussions focused and helps determine whether to proceed to definitive documentation, but parties should avoid treating it as a final contract unless explicitly stated.

Key signatories and reviewers

CEO — Primary Signatory

The CEO commonly signs or authorizes the term sheet on behalf of the company when the obligations are non‑binding or within delegated authority. Counsel should confirm signing limits and any required board approvals before signature.

General Counsel — Legal Reviewer

General counsel or outside counsel reviews confidentiality clauses, exclusivity windows, and any language that may create unintended binding commitments. Their role is to flag issues to management before signature.

Core elements to include in a professional term sheet

A complete Business Development Term Sheet captures transactional essentials so parties and advisors can evaluate the opportunity quickly and consistently.

Parties

Full legal names and entity types for each party, including state of formation and primary contact details to avoid later identity confusion.

Transaction Summary

Clear description of the deal type, scope of work, product or service being exchanged, and any monetary terms or revenue share mechanics.

Key Commercial Terms

Pricing, payment schedule, milestones, performance metrics, and any transfer of IP or licensing terms that affect value allocation.

Exclusivity and Restrictions

Any exclusivity windows, non‑compete language, or market restrictions that could affect other business opportunities or obligations.

Confidentiality

Reference to an NDA or a confidentiality clause covering disclosures during diligence and a timeline for returning or destroying shared materials.

Closing and Termination

Target closing dates, conditions precedent, termination rights, and whether the term sheet itself is intended to be binding on specified provisions.

Step‑by‑step: completing and circulating a term sheet

Use this sequence to prepare, review, and share a Business Development Term Sheet so stakeholders can act quickly and consistently.

01

Draft Core Terms: Capture parties, deal economics, milestones, and confidentiality items in one page.
02

Internal Review: Route to finance, legal, and affected business units for comments and approval.
03

Revise and Reconcile: Incorporate feedback and resolve open items before external circulation.
04

Circulate for Signature: Send to authorized signers with a clear signature deadline and retention instructions.

Configuring an online signing workflow for the term sheet

Set up a straightforward, auditable signing workflow to preserve intent, attribution, and a reproducible record of execution.

Field	Configuration
Signature Order	Sequential signing with assigned roles
Authentication	Email link or SMS code verification
Document Copy	Automatic PDF/A copy saved to sender
Notifications	Email reminders and completion alerts

Delivery and format considerations for digital completion

Evaluate integration and file format needs before sending the term sheet so recipients can sign without friction.

Integrations: Salesforce, NetSuite, Microsoft 365 supported
File Formats: PDF, DOCX, and HTML accepted
Authentication Options: Email link, SMS, or advanced methods

Choose a workflow that balances signer convenience with the authentication level required by your legal and compliance team.

Typical online signature flow for a term sheet

A standard electronic signing flow ensures signers see the full document, provides authentication, and captures an audit trail for enforceability.

Upload Document: Sender uploads the term sheet to the signing platform
Place Fields: Define signature, initials, and date fields on the document
Invite Signers: Send signing links or email invites with authentication
Capture Audit Trail: Platform records timestamps, IP, and actions for the record

How to save and export the completed term sheet

After execution, retain a certified copy in standard archival formats and distribute controlled copies to stakeholders and legal counsel.

PDF/A Archive

Save a PDF/A copy for long‑term preservation and consistent rendering across systems.

DOCX Editable

Keep an editable DOCX version for internal recordkeeping and future amendment drafts.

Signed Certificate

Attach the platform's certificate of completion that lists timestamps and signer attribution.

Cloud Storage

Store copies in approved cloud repositories with access controls and audit logging.

Practical tips for accurate and efficient term sheet completion

Applying a few consistent practices reduces negotiation cycles and the risk of disputed expectations.

Limit Length

Keep the term sheet to one or two pages to focus on material points and avoid detailed contract prose that invites unintended obligations.

Flag Binding Provisions

Explicitly label any binding provisions (e.g., confidentiality, exclusivity) and note which sections are non‑binding to avoid ambiguity during enforcement.

Include Timelines

Set clear deadlines for diligence, signature, and closing so the project team can track milestones and resource needs.

Coordinate Approvals

Confirm authorized signers and any board or committee approvals required before circulating the document for signature.

Common mistakes to avoid

Overly detailed contract language that unintentionally creates binding obligations instead of reserving terms for definitive agreements.
Failing to identify authorized signers or internal approval requirements, causing delays or invalid signatures.
Omitting clear timelines and conditions precedent, which leads to missed milestones and dispute over whether a deal expired.
Using ambiguous financial descriptions such as 'fair market value' without a defined calculation method or reference rate.

Risks and potential consequences of an incorrect term sheet

Unclear Terms: May create binding obligations

Unauthorized Signature: Authority challenge or repudiation risk

Missing Dates: Timing disputes and missed deadlines

Incomplete Economics: Payment disputes or reconciliation issues

Confidentiality Gaps: Unprotected disclosures and data risk

Regulatory Exposure: Industry‑specific compliance penalties

Comparing signNow and common eSignature vendors for term sheet workflows

Basic vendor pricing and feature differences can affect operational cost and compliance; the table summarizes common criteria for term sheet execution and eSigning.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7‑day free trial, no card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Real examples of term sheet workflows in practice

These brief examples show how different organizations use electronic workflows to finalize term sheets and move to definitive agreements.

Optica Ventures LLC

Optica standardized short term sheets to speed partner intake and legal review.

Reduced turnaround by consolidating fields and approvals.
"The interface is simple and easy‑to‑use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO

Martin Properties

A real estate operator used electronic term sheets to centralize landlord approvals and vendor commitments.

Improved external execution and recordkeeping.
"I can process and execute all of these documents online with 100% compliance and built‑in security." — Tim Martin, Founder

Frequently asked questions about Business Development Term Sheets

Answers to common legal, procedural, and technical questions that arise when preparing, signing, or storing a term sheet.

Need help? Contact support

Is a term sheet legally binding?
A term sheet can be partially binding if it includes language stating that specific clauses (for example, confidentiality or exclusivity) are binding. Courts look to intent and wording; for e‑signatures, follow the ESIGN Act (15 U.S.C. §7001) and applicable UETA provisions to show intent, consent, attribution, and retention.
Can a term sheet be signed electronically?
Yes. Electronic signatures satisfy ESIGN and UETA requirements when intent, consent, attribution, and reproducible retention are present. For consumer‑facing or healthcare records, comply with ESIGN disclosure rules and any sector‑specific requirements.
Does an e‑signed term sheet need notarization?
Not normally; term sheets rarely require notarization. If a jurisdiction or transaction requires notarization or RON, follow state notary rules and remote online notarization requirements where applicable.
How should I store executed term sheets?
Retain signed copies in a secure records system with audit trails and restricted access. Preserve a non‑editable archival format (PDF/A) and maintain retention consistent with tax, HIPAA, or industry rules.
What authentication level is recommended?
Use email link or SMS code for most term sheets. Increase authentication (KBA, government ID verification) for higher‑risk transactions or where regulatory rules require stronger signer identity proofing.
Who can revoke or amend a term sheet?
Amendments should be made in writing and signed by authorized parties. Revocation depends on the term sheet language; if non‑binding, either party may withdraw subject to any binding provisions (e.g., confidentiality).

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