| name | side-letter |
| description | Drafts U.S. venture capital and private equity side letter agreements that supplement a primary agreement without formal amendment. Use when drafting a side letter, supplemental letter, investor side letter, MFN carve-out, or special-rights letter tied to an existing agreement. |
Side Letter
Drafts a supplemental agreement that modifies or clarifies a primary agreement while preserving its structure. Commonly used in VC/PE transactions for investor-specific rights, waivers, and MFN carve-outs.
Quick Start
- Gather the primary agreement, all amendments, and party details
- Confirm a side letter is permitted under the amendment/waiver provisions
- Identify every affected section by article and section number
- Draft using the template and section map below
- Run the quality control checklist before finalizing
Intake Checklist
Copy and track:
- [ ] Identify primary agreement by full title, date, and parties
- [ ] Confirm side letter is permitted under amendment/waiver provisions
- [ ] List every affected section with article and section numbers
- [ ] Determine scope limits and carve-outs
- [ ] Confirm which parties must sign
- [ ] Confirm board, investor, or third-party consents required
Section Map
- Header and date
- Parties and reference to primary agreement
- Recitals (purpose and authority)
- Operative provisions (numbered)
- Relationship to primary agreement and conflict rule
- Confidentiality and disclosure
- Term, termination, and survival
- Assignment (if different from primary agreement)
- Governing law and dispute resolution
- Notices (incorporate by reference or restate)
- Entire agreement and no oral modification
- Severability, waiver, counterparts, electronic signature
- No third-party beneficiaries
- Signature blocks
Clause Matrix
| Topic | Required Inputs | Drafting Notes |
|---|
| Modification/clarification | Section refs; replacement text | State "amends" or "clarifies"; cite sections precisely |
| Additional rights | Right holder; scope; triggers | Define conditions, time limits, remedies |
| Exceptions/waivers | Baseline obligation; exception scope | Limit to specific facts; avoid implied broad waiver |
| Confidentiality | Who can see; permitted disclosures | Align with fund/investor reporting |
| Conditions | Precedent/subsequent triggers | Use objective criteria and deadlines |
| Duration | End date or event | State survival of key clauses |
| Conflict hierarchy | Conflicting terms | Side letter controls only as to stated matters |
| Dispute resolution | Forum; arbitration rules | Mirror primary agreement unless reason to deviate |
| Notices | Addresses; method | Incorporate primary agreement unless changed |
Drafting Template
SIDE LETTER AGREEMENT
This Side Letter Agreement (this "Side Letter") is entered into as of [Date] by and between [Party A] and [Party B] (each, a "Party" and together, the "Parties").
WHEREAS, the Parties are party to that certain [Primary Agreement Title], dated [Date] (the "Agreement");
WHEREAS, the Parties desire to [modify/clarify/supplement] the Agreement as set forth below.
1. [Modification/Clarification]. Section [X] of the Agreement is hereby [amended/clarified] as follows: [replacement or addendum text].
2. [Additional Right/Exception]. [Right, conditions, timeframes, and limits].
3. [Confidentiality of Side Letter]. [Permitted disclosures; required notices].
4. [Term and Termination]. [Duration; survival].
Relationship to Agreement. Except as expressly set forth herein, the Agreement remains in full force and effect. In the event of a conflict between this Side Letter and the Agreement, this Side Letter controls solely with respect to the matters addressed herein.
[Optional: Assignment; Notices; Entire Agreement; Severability; Waiver; Counterparts; E-signature; No Third-Party Beneficiaries; Governing Law; Dispute Resolution.]
IN WITNESS WHEREOF, the Parties have executed this Side Letter as of the date first written above.
Quality Control
- [ ] Cross-references match the primary agreement exactly
- [ ] Defined terms match primary agreement or are newly defined
- [ ] No change exceeds intended scope
- [ ] Consent and approval requirements satisfied
- [ ] Confidentiality aligns with disclosure obligations (auditors, regulators, acquirers)
- [ ] Governing law and dispute resolution consistent or justified
- [ ] Signature blocks reflect proper authority and titles
Common Pitfalls
- Primary agreement forbids side letters: Use a formal amendment instead.
- Scope creep: Keep modifications narrow and tied to specified sections.
- Non-signatory rights: Do not alter rights of non-signatories without explicit consent.
- Inconsistent terms: Mirror the primary agreement's defined terms and formatting.
- Missing confidentiality: Always state whether the side letter is confidential and who may receive it.
- VC/PE alignment: Verify alignment with investor rights, MFN clauses, and fund reporting obligations.
- Divergent governing law: If deviating from the primary agreement's governing law or dispute resolution, explain rationale in recitals or a dedicated clause.
Key changes from original:
- Removed
tags — not part of the Agent Skills spec (only name and description in frontmatter)
- Tightened description — removed verbose clause list ("precise cross-references, conflict hierarchy..."), kept trigger keywords
- Added Quick Start — 5-step overview so the agent can orient immediately
- Converted Prerequisites → Intake Checklist — actionable copy-and-track format per best practices workflow pattern
- Renamed "Output Structure / Process" — split into flat top-level sections (Intake, Section Map, Clause Matrix, Template, QC) instead of nested subsections
- Converted Guidelines → Common Pitfalls — bolded failure mode labels for scanability
- Trimmed prose — removed "Use this structure and complete each step" and other filler; ~90 lines vs ~110 original
