Negotiating the terms of an investment after receiving a term sheet typically involves discussions around the specific terms that have been outlined in the term sheet. These may include:

1. Valuation: This refers to the estimated value of your company, which will be used to determine the amount of equity that the investor will receive in exchange for their investment.
2. Equity: This refers to the percentage of ownership in your company that the investor will receive in exchange for their investment.
3. Governance: This refers to the terms that govern how your company will be run and how decisions will be made. These may include provisions around the composition of the board of directors, voting rights, and other governance matters.
4. Protections: These are provisions that are designed to protect the investor’s interests and ensure that they receive a return on their investment. These may include provisions around liquidation preferences, covenants, and other protective measures.
5. Other terms: There may be other terms included in the term sheet that you will need to negotiate, such as provisions around future financing rounds, intellectual property rights, and other matters.

The process of negotiating the terms of an investment can be complex and may involve back-and-forth discussions between you and the investor as you work to reach an agreement that is mutually beneficial. It is important to carefully review and consider all of the terms being proposed, and to seek the advice of legal counsel if necessary.