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Term Sheet Comparison Tool: Compare Two Offers Side by Side

Two offers on the table? Enter both term sheets and compare what matters: effective pre-money after the ESOP pool, founder ownership, preference terms and how much founders actually take home at realistic exit values.

QUICK ANSWERCompare term sheets on effective pre-money (headline pre-money minus any ESOP top-up in the pre-money), founder ownership after the round, liquidation preference (1x non-participating is cleanest) and anti-dilution (broad-based weighted average is standard). A higher headline valuation with participation or full ratchet can leave founders with less at most exits.

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⚠️ Not legal advice.

What the Term Sheet Comparator does

✅ Effective pre-money for both offers
✅ Founder ownership after each round
✅ Founder proceeds at four exit values
✅ Founder-unfriendly term count
✅ Verdict on price vs terms trade-off

How to use the Term Sheet Comparator

STEP 1
Enter your numbers
Type the figures you know. Every field starts with a realistic example so you can see how it works.
STEP 2
Read the result instantly
Results, tables and the plain-English explanation update as you type. No submit button, no login.
STEP 3
Test scenarios
Change one assumption at a time (valuation, growth, dilution, exit) to see what really moves the outcome.
STEP 4
Share or save
Copy the summary, send it on WhatsApp or print to PDF for your co-founders, board or investment committee.

Headline valuation is not the whole offer

A ₹60 Cr pre-money with a 15% ESOP pool in the pre-money and 1.5x participating preference can be worth less to founders than a clean ₹50 Cr offer. The ESOP top-up lowers the real price, and participating preferences take money from common shareholders in every mid-size exit.

Also weigh the investor: their reputation with founders, follow-on capacity, board behaviour and speed to close. Call founders from their portfolio, including companies that struggled.

Frequently asked questions

How do I compare two term sheets?

Normalise valuation for the ESOP pool, compare founder ownership after the round, model payouts at a few realistic exits including the liquidation preference, then compare control terms and the investor’s track record.

What are founder-unfriendly terms?

Participating or multiple liquidation preferences, full-ratchet anti-dilution, oversized pre-money ESOP pools, broad reserved matters, investor board control at early stages and long exclusivity periods.

Should I always take the higher valuation?

Not always. An inflated valuation raises the bar for the next round and can come with harsher terms. A fair price from a strong, supportive investor is often the better deal.

Is this tool free? Do I need to sign up?

Yes. It is completely free, needs no login and has no usage limit. FastFee builds payment collection software; these startup and investor tools are free resources for founders, angels and fund managers.

Is my data private?

Yes. Everything you type stays in your own browser on this device (local storage). Nothing is uploaded to FastFee. Export or print a copy if you need to keep it.

Use it together with

Term Sheet Generator →Draft a non-binding seed or Series A term sheet from standard Indian venture terms.Liquidation Preference Calculator →Exit waterfall for multiple preferred series: who gets what at any sale value.ESOP Pool Calculator →Top-up needed, option pool shuffle and founder dilution with pool in pre vs post-money.

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