Side Letter
Date: ____________
From: ____________
To: ____________
Dear ____________,
This letter records the terms concerning ____________. Its binding and non-binding provisions are identified expressly; silence must not be treated as creating a guarantee or other obligation.
1. Definitions and Interpretation
1.1 "Applicable Law" means all statutes, rules, regulations, binding orders, permits and governmental requirements applicable to a Party, the subject matter or performance in India.
1.2 "Business Day" means a day other than Saturday, Sunday or public holiday at Place ____________.
1.3 "Confidential Information" means information protected under Clause ____________.
1.4 "Effective Date" means Date ____________.
1.5 "Force Majeure Event" means an event beyond reasonable control that could not reasonably be prevented and materially delays performance.
1.6 "Intellectual Property Rights" means copyright, patents, designs, trade marks, domain names, database rights, know-how and analogous rights worldwide.
1.7 "Losses" means documented losses, damages, liabilities, penalties, interest and reasonable external professional costs.
1.8 "Representatives" means directors, officers, employees, professional advisers and approved contractors who need to know.
1.9 "Schedule" means a schedule forming part of this document.
1.10 "Term" means the period specified in Clause ____________.
1.11 Headings do not affect interpretation. The singular includes the plural; a person includes an entity; writing includes legally valid electronic communication; "including" is without limitation; and references to law include amendments and subordinate legislation. If a due date is not a Business Day, it moves to the next Business Day.
2. Underlying Agreement and Legal Effect
2.1 Underlying Agreement means agreement titled ____________ dated ____________ between ____________. This instrument takes effect on Effective Date ____________ and alters only the matters expressly identified in Schedule 1.
2.2 Accrued rights, liabilities, confidentiality, dispute rights and provisions expressly preserved continue. Required consents and corporate approvals are conditions to effectiveness. Inconsistency is resolved in favour of this instrument only to the extent of its subject matter.
2.3 The Parties shall execute further documents, transfer records, deliver notices, reconcile payments and complete transition actions in Schedule 3. Any release applies only to Released Claims expressly described and excludes fraud and rights that cannot lawfully be released.
3. Scope and Order of Precedence
3.1 The Parties shall perform the transaction and obligations described in Schedule 1. The order of precedence is: signed amendments; this document; Schedule 4; other Schedules; accepted orders or statements of work. A purchase order or standard form does not amend this document unless expressly signed as an amendment.
3.2 Each Party shall provide the approvals, personnel, information, access and cooperation allocated to it and shall promptly notify any matter likely to cause material delay, cost or non-compliance.
4. Governance Changes and Records
4.1 Contract managers ____________ shall meet every ____________. A change to scope, price, risk, timetable, data processing or acceptance requires a written Change Order describing impact and signed by authorized representatives. Operational correspondence alone does not amend this document.
4.2 Each Party shall keep complete records supporting performance and charges for ____________ years. Where Schedule 4 grants audit rights, audits shall occur during business hours on reasonable notice, protect third-party confidentiality and avoid unreasonable disruption.
5. Charges Taxes and Payment
5.1 Charges and milestones are in Schedule 2. Valid undisputed invoices are payable within ____________ days to Account ____________. Charges are exclusive/inclusive of GST as selected in Schedule 2. The payer may deduct tax required by law
