Side letter template doc 2025

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Under the law of contracts, a side letter has the same force as the underlying or primary contract. However, the validity of side letters has been denied by some courts in specific circumstances. Side letters are often used in financial or property transactions, or other commercial contracts.
A side letter supplements the terms of the funds constitutional documents and, where the fund takes contractual form (such as a partnership), can override such terms, and is typically required where an investor has specific commercial, legal, regulatory, taxation or operational concerns with respect to its investment
They are usually in the form of a letter signed by parties signatory to the primary contract but can also be an oral agreement.
Common side letter terms include rights of first offer/refusal (i.e. terms allowing existing lenders to have opportunities ahead of others to participate in future debt issuances), greater lender transferability rights, more flexibility around confidentiality provisions and the tightening of key restrictive covenants
In some cases lead investors will negotiate a term sheet with the company, in which case the term sheet may call out specific rights the investor is asking for, which will be included in a Side Letter. In other cases investors may request or provide a Side Letter during the drafting/financing process.
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A side letter is an agreement between an employer and union that typically: (1) modifies, clarifies or interprets an existing provision in an MOU; or (2) addresses issues of interest to the parties that are not otherwise covered by the MOU. At its most basic, a side letter is a contract between the parties.
A side letter is a contract and consideration (payment, in any form, under the contract) must be provided. Usually, if a side letter is made to clarify details relating to the main agreement, or to document agreed changes, the requirement for consideration is satisfied as the benefit to both parties is obvious.

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