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To take a lesson from Thucydides, "the strong do what they can, and the weak suffer what they must".

When term sheets say they are non-binding, they will usually say "except the sections about confidentiality and exclusivity". So those will be the only parts that actually are enforceable promises.

But the exclusivity period is typically 30-45 days. There would have needed to be some particular reason for six months, given how far off-market it is.

Thanks. No shop. It is, in fact, spelled out in the NVCA model term sheet. Still, why SoftBank would ask for 6 months is a conundrum.

Some level of exclusivity isn't necessarily bad. The purchasing company doesn't want you using their deal to shop around. VC's are sheep, and having Softbank interested would generate lots of FOMA (Fear of Missing Out) amongst the herd.

However, 6 months instead of 30-45 days without a useful fee for non-execution sounds like the company wasn't in a good place to begin with.