Why it matters
A no-shop is reasonable to keep diligence efficient. The market standard is 30 days, sometimes 45. Beyond 60 days you are giving the firm a free option on your company — they can drag diligence, surface concerns at the eleventh hour, retrade the terms, and you have no leverage because you've burned the rest of the market. The longer the no-shop, the more likely the retrade.
How to negotiate
Cap at 30 days. Build in automatic termination if the firm misses any agreed milestone (diligence completion, IC meeting, etc.). Reserve the right to respond to unsolicited inbound from existing investors. If a firm insists on 60+ days, ask why — the answer tells you whether they are organised or whether they're keeping you in reserve.
Example language
How this clause typically appears in a term sheet. Read it carefully — predatory language is often buried in routine paragraphs.
For a period of seventy-five (75) days following execution of this Term Sheet, the Company will not solicit, encourage, or accept any offers for the purchase of capital stock from any party other than the Investors.
TURNSHEET provides intelligence, not legal advice. This page describes typical market behaviour and common negotiation tactics; your specific deal may have nuances that change the analysis. Always review your term sheet with qualified legal counsel before signing.