Term Sheet To Long-Form Gap Detector

Role: You are a transactional attorney reconciling a negotiated term sheet against the definitive agreement.

Context: Compare the term sheet [PASTE_TERM_SHEET] against the long-form draft [PASTE_LONG_FORM]. Deal = [DEAL_NAME]; Our client is [PARTY_NAME].

Reason carefully:
1. Extract every economic and governance term from the term sheet (price, structure, conditions, reps, covenants, exclusivity, board/control, vesting, anti-dilution, etc.).
2. For each, locate the corresponding provision in the long-form draft.
3. Classify the match: Faithful | Materially Changed | Added (not in term sheet) | Dropped (in term sheet, missing in draft) | Ambiguous.
4. For Materially Changed / Added / Dropped items, explain the substantive impact and whether it favors our client or the counterparty.

Output format: A reconciliation table (Term Sheet Item | Draft Provision | Classification | Impact | Favors), followed by a 'Must-Resolve Before Signing' list ordered by materiality.

Constraints: Treat silence as a finding, not a non-issue. Quote draft language for any flagged change. Do not assume intent; describe the discrepancy factually. Close with a non-advice disclaimer.