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Waiver Clause Examples

A contractual provision specifying that failure to enforce rights under the contract does not constitute a waiver of future rights.

14 examplesSourced from SEC EDGAR

Waiver Clause Overview

A waiver clause states that if one party doesn't immediately enforce a right under the contract, like a missed deadline or a minor breach, that inaction isn't treated as giving up the right permanently. It usually also requires that any waiver be made in writing to count.

It's included because contracts run for months or years, and parties often let small slips go without objecting in the moment. Without this clause, a party's silence on one issue could later be read as accepting a lower standard for every future issue.

Check whether the clause requires waivers to be in writing (some don't, which weakens the protection), and whether it distinguishes a one-time waiver from a broader pattern of non-enforcement that courts sometimes still recognize despite this language.

Sample Clauses - Waiver

Dicut, Inc.Form 8-K21-Mar-02FLTechnology
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
View SEC Filing
Hour Loop, Inc.Form S-128-Oct-21WARetail
The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.
View SEC Filing
PNM Resources, Inc.Form 8-K10-Jun-05NMUtilities
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
View SEC Filing
WD-40 CompanyForm 10-K22-Oct-13CAConsumer Goods
No supplement, modification, termination, cancellation or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
View SEC Filing
RBX Corp.Form 8-K03-Jul-02VAManufacturing
The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach hereunder, nor shall it affect any rights arising by virtue of any other such occurrence.
View SEC Filing
Kadmon Holdings, Inc.Form 10-Q09-Nov-16NYPharmaceuticals
Except as otherwise specified herein, this Agreement is not, and shall not be deemed to be, a waiver or consent to any Default or Event of Default, or other non-compliance now existing or hereafter arising under the Credit Agreement or the other Loan Documents.
View SEC Filing
Greif, Inc.Form 10-Q08-Jun-10OHPackaging & Containers
Each party hereto hereby waives, to the maximum extent permitted by applicable law, trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement or any document executed or delivered pursuant hereto.
View SEC Filing
Syntax LLCForm N-1A04-Mar-20NYFinancial Services
No waiver of any term or condition of this Agreement shall be effective unless agreed to in writing by the party making the waiver.
View SEC Filing
Allegiance Bancshares, Inc. & CBTX, Inc.Form 8-K08-Nov-21TXBanking
Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege.
View SEC Filing
PetVivo Holdings, Inc.Form 8-K26-Oct-20MNHealthcare
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
View SEC Filing
Republic Services, Inc.Form 10-KFeb-20AZWaste Management
The waiver by any party of a breach of any provision of this Agreement will neither operate nor be construed as a waiver of any subsequent breach. The Company's decision not to pursue a breach of this Agreement by Executive (or the breach of any other agreement by any other party) shall not constitute a waiver.
View SEC Filing
SilverBow Resources, Inc.Form 8-K29-Nov-16TXEnergy
No failure or delay in exercising any right, power or remedy, and no course of dealing between any Guarantor and the Secured Creditors, will operate as a waiver or estoppel of any such right, power or remedy. No single or partial exercise of any right, power or remedy under this Guaranty will preclude any simultaneous or subsequent exercise of any other right, power or remedy.
View SEC Filing
Nubia Brand International Corp.Form 8-K28-Aug-23DEFinance
No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
View SEC Filing
PRCForm F-102-Sep-20CNTelecommunications
No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Parties. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach, and no failure by either Party to exercise any right or privilege hereunder shall be deemed a waiver of such right or privilege at any later time.
View SEC Filing

All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.

Frequently Asked Questions

What is the Waiver clause?
A contractual provision specifying that failure to enforce rights under the contract does not constitute a waiver of future rights.
When would a contract include the Waiver clause?
Parties typically add a clause like this when the underlying issue is important enough that they want the agreement itself to state a clear, negotiated position, rather than leaving it to interpretation, industry custom, or whatever default rule would otherwise apply. How specific the wording gets usually reflects how much this point mattered in negotiation.
What should I watch for when reviewing the Waiver clause?
Wording for this type of clause varies a lot between contracts, scope, triggering conditions, exceptions, and any related defined terms are often heavily negotiated. When reviewing one, compare it against your own priorities rather than assuming a standard or "market" version applies, and check how it interacts with other clauses in the same agreement.
Is this clause legally required, and can I just copy an example into my contract?
Whether a clause like this is needed, and exactly how it should be worded, depends on the contract, the industry, and the laws that apply to that specific agreement. The examples on this page are for general education and reference, not legal advice, so for a contract you intend to sign, have the specific language reviewed by a qualified lawyer.

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