Drafts a U.S. equity financing term sheet for preferred stock rounds (Series A/B/C), structured as a non-binding framework with binding confidentiality, exclusivity, expenses, and governing-law carveouts. Covers economic terms, governance, investor rights, protective provisions, and closing conditions. Produces a document suitable for VC or PE investor negotiations. Use when drafting term sheets, structuring equity financings, negotiating investor rights, or preparing cap table pricing frameworks.