Legal Translation of Term Sheet: lettre d’intention, not fiche technique

⚠️ A financial false friend… often taken too literally

The term term sheet could be mistranslated into French as fiche des conditions or fiche technique. This interpretation is misleading. In finance, law, or entrepreneurship, a term sheet is a provisional document that summarizes the key terms of an agreement under negotiation.

👉 It sets the foundations of a deal before drafting the final contract: acquisition, fundraising, strategic partnership, etc.

⚖️ In law: pre-negotiation tool, non-binding (with exceptions)

A term sheet is often a structured lettre d’intention, sometimes also referred to as heads of terms or a memorandum of understanding (MoU). It allows the parties to:

• Agree on the essential points (price, deadlines, governance, etc.)

• Avoid misunderstandings at an early stage

• Save time in drafting the final agreement

It is generally non-binding, except for certain clauses (confidentiality, exclusivity, governing law, etc.).

Examples:

• The parties signed a term sheet outlining the main conditions of the deal
  → Les parties ont signé une lettre d’intention résumant les conditions principales de l’opération

• A term sheet is not a binding contract, but a basis for further negotiation
  → Un term sheet n’est pas un contrat contraignant, mais une base de discussion

• The final agreement deviated from the original term sheet
  → L’accord final a divergé du projet initial

🧾 Contexts of use

• Mergers & acquisitions (M&A)

• Fundraising / private equity

• Joint ventures, licensing or partnership agreements

✅ In summary

• Term sheet = provisional negotiation document, not binding in its entirety

• ❌ Not to be confused with: fiche technique, technical specification sheet

• A tool to structure commercial or financial negotiations

📌 TransLex’s Advice

Before translating term sheet, ask yourself:

• Is it a document of intent structuring a future deal?

• Is the text referring to commercial or financial negotiations?

• Are some clauses binding despite the provisional nature of the document?

👉 In law, term sheet = detailed lettre d’intention, foundation for the future deal, not a descriptive sheet.
👉 Drafting requires precision and strategy, as it shapes future obligations.