What Is A Side Letter?

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Legal agreements can sometimes contain additional provisions or understandings that are not included in the main body of the document. These additional agreements, known as side letters, play a significant role in clarifying, modifying, or supplementing the terms of the primary agreement. In this blog, we will delve into the concept of side letters, their purpose, key elements, and their importance in legal and business contexts.

What Is A Side Letter?

A side letter, also referred to as a side agreement or ancillary agreement, is a separate document that accompanies a primary agreement. It typically addresses specific concerns or provisions that are not explicitly covered in the main contract. Side letters are legally binding and can have a significant impact on the rights and obligations of the parties involved.

Key Elements And Purpose:

  1. Supplementary Terms: Side letters often contain additional terms or provisions that modify or supplement the primary agreement. These terms may include specific obligations, exceptions, rights, or limitations that are tailored to the unique circumstances of the parties involved.
  2. Confidentiality: Side letters may include confidentiality clauses that restrict the disclosure of their contents to third parties. This confidentiality ensures that the terms and provisions discussed in the side letter remain private and do not affect the broader contractual relationship.
  3. Flexibility: Side letters provide a mechanism for parties to address specific issues or concerns that may arise during the course of their contractual relationship. They offer flexibility by allowing parties to negotiate and agree on terms outside the scope of the main agreement without the need to amend the entire contract.
  4. Clarification and Interpretation: Side letters can help clarify ambiguities or uncertainties in the primary agreement. They serve as a means to address specific aspects of the contract that require further explanation or interpretation.

Importance In Legal And Business Contexts:

  1. Customization: Side letters allow parties to tailor the terms of their agreement to their unique needs and circumstances. They provide an opportunity to negotiate and incorporate specific provisions that may not be suitable for inclusion in the main contract.
  2. Confidentiality and Privacy: Side letters offer a level of confidentiality and privacy for parties who wish to address sensitive or proprietary matters that they do not want to disclose publicly. This can be especially crucial in business transactions, protecting competitive advantages or trade secrets.
  3. Flexibility and Adaptability: Business relationships and circumstances can evolve over time. Side letters enable parties to adapt to changing conditions, address unforeseen issues, or accommodate special requirements without the need for extensive contract renegotiation.
  4. Dispute Resolution: In the event of a dispute, side letters can play a significant role in resolving conflicts. They may contain provisions for alternative dispute resolution methods or specify procedures for handling disagreements outside the scope of the primary agreement.


Side letters serve as important complementary documents in legal and business agreements, offering flexibility, customization, and clarification. By addressing specific concerns, modifying terms, or providing additional provisions, side letters allow parties to navigate complex contractual relationships with greater precision and adaptability. As legal tools, side letters provide the means for parties to achieve their objectives while preserving confidentiality and addressing unique circumstances. When used appropriately and transparently, side letters can enhance the effectiveness of contractual arrangements and contribute to successful business transactions.

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What Constitutes A Side Letter?

A side letter is a document that is ancillary to another contract. They are often negotiated with the view to add to, clarify, or contradict some of the terms agreed in the lease of property. They can be created to accommodate specific requests from the tenant or the landlords themselves.

What Is Side Letter For Employment?

A side letter, or side agreement, is a collective bargaining agreement that is not part of the underlying or primary collective bargaining agreement (CBA) but is used by the parties to the contract to reach agreement on issues that the CBA does not cover, to clarify issues in the CBA or to modify the CBA (permanently …

What Is A Side Letter In Real Estate?

A side agreement, sometimes called a side letter, or a side letter arrangement is an agreement that coincides with but is not part of a primary contract. Side agreements are often used for: Contingency agreements for a contract. To clarify issues within a contract. To provide variations of a contract.

What Is A Side Letter In Private Equity?

Legally, a side letter is nothing more than a contract between the fund or the GP and the investor, which sits alongside the other contractual relationships they have in the form of the LPA and the investor’s subscription agreement. As such, it supplements those other agreements.


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What Is A Side Letter