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Waiver clause: meaning and sample wording
A no-waiver clause says that if a party does not enforce a right straight away, for example by accepting a late payment without complaint, it has not given that right up.
When to use it
Standard in commercial contracts, leases and loan documents, where one side routinely tolerates small breaches to keep the relationship working.
Sample waiver clause
A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy is only effective if given in writing and shall apply only to the circumstances for which it is given.
What to check
- It is not a complete shieldA consistent course of conduct can still create an estoppel or amount to a variation. If you are tolerating a breach, say so in writing and reserve your rights.
- Reserve rights in lettersDemand letters and cease and desist letters often end with an express reservation of rights for the same reason.
- Written waivers onlyRequiring waivers in writing avoids arguments about what was said in a meeting.
Questions
What does "reservation of rights" mean?
A statement that you are not giving up any rights by what you are doing, such as accepting a partial payment. It supports the no-waiver clause.
Can accepting late payment waive the right to terminate?
It can, if it happens repeatedly without objection. A no-waiver clause and a written reservation of rights make that much less likely.
Can I use this sample wording as it is?
It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.
Free templates that use it
Related clauses
- Notices clause
- Entire agreement clause
- Severability clause
- Assignment clause
- Amendment clause
- Counterparts and electronic signature clause
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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.