You're loaning them millions of dollars at interest. Without a down payment. With all of the interest paid at the back end. With a cap on the accumulated interest.
My bet is you'll never see the money. Either there will be a clause hidden in the agreement that allows them to reverse the sale if their project doesn't pan out. Or they are on the brink of bankruptcy. Either way, they are structuring the deal as if they know they'll only have to pay if the project is a home run.
By then it will be too late. It is right now legal advice can help you. The term sheet you have in your hand looks good to you, but only someone with experience from a hundred deals that went awry can look at that term sheet and see what is missing. You have the wrong view of how you use lawyers.
Your process is basically the same as having a lawyer write the code for your web app and then have a programmer review the code just before you launch. Now you are probably thinking "no that's not the same because that won't work". Well, exactly. It won't work.
Reading all your answers here you come across as either very inexperienced or drunk with the prospect of striking it rich or both.
this is why HN needs to show points. I upvoted you, and I imagine many others have too, but OP will never know if you're just a lone voice or if you have the approval of 20 other HNers.
