| name | side-letter |
| title | 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. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/side-letter |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | investment-funds |
| language | en |
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 |
|
