Waiver Clause
Also called: No Waiver Clause · Non-Waiver Provision
A waiver clause states that failing to enforce a right under the contract on one occasion doesn't mean that right is given up permanently. Without it, a pattern of not strictly enforcing a term — like consistently accepting late payment — could be argued to have waived the right to enforce it going forward.
In more detail
Courts in many legal systems will look at how parties actually behaved under a contract, not just its written terms — if one party repeatedly lets a breach slide without objection, that conduct can itself become evidence that the requirement was waived.
A no-waiver clause is a defensive provision: it states explicitly that occasional leniency doesn't create a permanent change to the contract's terms, preserving the right to enforce strictly at a later point.
The clause is not absolute protection — in most jurisdictions, sufficiently clear and repeated conduct can still support a waiver argument despite what the contract says, but the clause meaningfully raises the bar for that argument to succeed.
A landlord accepts rent three days late for six consecutive months without objection. A no-waiver clause preserves the landlord's right to strictly enforce the on-time payment requirement going forward, and to treat a future late payment as a breach.
What our lawyers check
- Whether a no-waiver clause exists
- Whether it's broad enough to cover all rights under the contract, not just specific ones
- Whether any waiver must be given in writing to be effective, per the clause
- Consistency between actual practice and what the clause claims to preserve
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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