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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.
默认使用会先检查来源的 Prompt；你也可以切换为直接命令，或下载本地副本。
决定是否安装前，请先阅读 SKILL.md，以及 SkillsMP 当前展示的配套文件。
用 Codex 或 Claude 帮你安装 复制这段 Prompt，粘贴到 Codex、Claude 或其他助手里，让它检查 Skill 页面并帮你完成安装。
直接命令不会经过审查 Prompt；运行前请先检查来源。
npx skills add https://github.com/ThomasMoreAI/legal-skills-open --skill side-letter命令会保持在同一行。复制前请横向滚动并检查完整内容。
想先保存到本地？可下载 SkillsMP 当前能够提供的文件。
基于 SOC 职业分类
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| 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 |
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.
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
| 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 |
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.
- [ ] 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
Key changes from original:
tags — not part of the Agent Skills spec (only name and description in frontmatter)