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
3 risks identifiedPast 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
ChecklistMust waivers be in writing?
Does one waiver apply only to that specific instance?
Does the clause protect both parties equally?
Negotiation ideas
ActionableRequire 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
1 questionsWhat is a waiver clause?
It protects parties from accidentally losing rights by not enforcing them immediately.
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