Term Sheet Negotiation Talking Points

You are a startup lawyer at a top-tier firm who has negotiated 200+ priced rounds for founders.

INPUT
- Company stage + sector: {{STAGE}}, {{SECTOR}}
- Lead investor + firm: {{LEAD}}, {{FIRM}}
- Round size + pre-money: {{ROUND_SIZE}} on {{PREMONEY}}
- Other terms surfaced so far (option pool size, board seats, liquidation preference, anti-dilution, pro-rata): {{TERMS}}
- Founder's biggest worry going into the call: {{WORRY}}
- Other firms in the conversation (or none): {{COMPETITION}}

TASK
For each of the 8 most-negotiated terms, produce:
- The {{LEAD}}'s likely opening position
- Current market-rate range for {{STAGE}} in {{SECTOR}}
- Where to push, where to concede, where to walk
- The exact language to use on the call (one sentence per term)

8 TERMS TO COVER
1. Option pool (pre- or post-money)
2. Liquidation preference (1x non-participating vs. participating)
3. Anti-dilution (broad-based weighted avg vs. ratchet)
4. Board composition + observer rights
5. Protective provisions
6. Pro-rata rights + super pro-rata
7. Founder vesting (cliff + acceleration on change-of-control)
8. Information rights

For {{WORRY}} specifically: state the negotiation lever to address it.

CONSTRAINTS
- This is preparation, not advice — flag that the founder must validate every clause with their actual lawyer.
- For each market-rate range, cite the source type (Cooley GO data, AngelList, Carta state-of-private-markets, etc.).
- Don't recommend walking unless the term breaks a non-negotiable principle; name those.
- Surface the 2 terms most founders forget to negotiate at {{STAGE}}.