The Clause Files: Waiver

A series breaking down common contract clauses and explaining why they’re included. After all, your contract clarity is out there.

Waiver. No waiver of any term or right in this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

The waiver clause, a crucial component of a contract, serves as a clarifying mechanism that delineates the rights and obligations of the parties. When one party chooses to disregard a particular term or condition of the agreement, the waiver clause ensures that their decision does not permanently waive their right to enforce it in the future. This clause upholds the integrity of the contract, prevents unintended waivers, and mitigates legal disputes by explicitly stating that leniency or oversight does not forfeit rights permanently. It offers flexibility to parties, allowing them to exercise discretion without compromising the enforceability of the agreement.

A custom-tailored waiver clause ensures that the language aligns with the unique terms, risks, and obligations of the agreement. It provides clarity on what rights can or cannot be waived, under what conditions, and whether waivers must be in writing. By avoiding generic or ambiguous terms, it helps protect the parties and reduces the risk of disputes. Ultimately, a custom waiver reflects the intent of the agreement and ensures that it is effective.

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