Side Letter Agreement
A separate, often confidential agreement between some or all of the settling parties that supplements or modifies the main settlement agreement's terms.
A side letter is a supplemental agreement executed alongside a main settlement or contract, addressing terms the parties want handled separately, commonly because they are confidential, apply to only some of the parties, or need different disclosure treatment than the primary document.
In settlements, side letters often cover things like a most-favored-nation pricing term for one plaintiff among several, a private indemnification arrangement, or terms the parties do not want filed with the court even where the main settlement agreement is public or subject to court approval.
Juricratic treats a side letter as a privilege- and visibility-scoped delta on top of the main settlement branch: its terms attach to only the specific parties named in it, and the simulation's evidence-classification rules keep its contents out of any projection or query result the other parties or the public record can see.
How it actually shows up
Negotiators use side letters when part of a deal needs to stay outside the main, more widely disclosed agreement, for example in class settlements, where a side letter to defense counsel about objector or opt-out thresholds is common and is typically not filed publicly with the settlement agreement itself.
- Is a side letter legally binding?
- Yes, if properly executed. It is a binding contract just like the main agreement, even though it is kept separate.
- Does a side letter have to be disclosed to the court?
- Not always. Whether it must be disclosed depends on the nature of the underlying settlement, since class settlements can trigger disclosure obligations that private settlements do not.
- Can a side letter contradict the main settlement agreement?
- It should not. Well-drafted side letters supplement rather than conflict with the main agreement, and most include language clarifying how the two documents interact.
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