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Fundraising & Equity

No-Shop & Exclusivity Clauses in Term Sheets

Collated by Harry Prabandham

Curated by Rubric Financial

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What No-Shop Means

  • A no-shop (exclusivity) clause prohibits the company from soliciting or engaging with other investors for a specified period after signing a term sheet
  • Standard duration is 30-45 days — enough time for the lead investor to complete diligence without the founder shopping the term sheet to competitors
  • During the no-shop period, you cannot seek competing offers, share the term sheet with other investors, or negotiate parallel deals
  • Violating a no-shop clause can kill the deal and damage your reputation in the investor community permanently

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