Clause guide
Waiver Clause clause: meaning, risks, and what to negotiate
Says that failing to enforce a right once does not mean it is permanently given up.
What it means
Without a waiver clause, one party may argue that the other accepted a breach or gave up rights by not enforcing them immediately.
Common risks
- • Past tolerance of a breach may be argued as permanent acceptance.
- • Informal statements may be treated as waivers.
- • The clause may allow one side to enforce selectively.
What to check before signing
- • Must waivers be in writing?
- • Does one waiver apply only to that specific instance?
- • Does the clause protect both parties equally?
Negotiation ideas
- • Require all waivers to be in writing.
- • State that a waiver applies only to the specific event involved.
- • Keep the clause mutual.
Example clause
“No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.”
Frequently asked questions
What is a waiver clause?
It protects parties from accidentally losing rights by not enforcing them immediately.
Related clauses
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