Reading a Term Sheet Like a BD Person, Not a Lawyer

Business developers are often handed a term sheet and told to "just get it signed." That's a mistake. You don't need to redline like a lawyer, but you do need to read like one — because the clauses that matter most to the health of a partnership are rarely the ones legal flags first.

The five I always check first

Exclusivity. Are you giving up the right to work with their competitors? For how long, and in exchange for what? Exclusivity without a minimum commitment from the other side is a one-way door.

Term and renewal. A quiet auto-renewal clause can lock you into a bad deal for another year. Know exactly how and when either side can exit.

Termination triggers. What counts as a breach, and what's the cure period? This is where a partnership that looked great on the signing call quietly falls apart eighteen months later.

Revenue and cost splits — and who defines the inputs. "50/50 of net revenue" means nothing until you agree on what counts as a cost. Get specific before you sign, not during the first dispute.

IP and data ownership. Anything you build together, and any data that flows through the partnership — decide upfront who owns it after the relationship ends.

Why this is a BD job, not just a legal one

Lawyers protect you from risk. They don't know which trade-offs make the partnership actually work day to day. That's your job — read the term sheet with the operational relationship in mind, not just the legal one, and bring your questions to counsel before the draft is final, not after.