What It Does
A waiver clause, also called a no-waiver or non-waiver clause, states that a party's failure or delay in enforcing a contractual right does not waive that right or any future breach. It typically requires any waiver to be expressed, in writing, and signed by the party giving it, and confirms that a one-time waiver does not become a continuing one. The clause also preserves cumulative remedies, so electing one does not surrender the others. Its purpose is to stop a course of lenient conduct from quietly stripping away rights the contract grants.
Confirms that not enforcing a right once does not waive it for the future
Requires any waiver to be express, in writing, and signed by the party giving it
Stops a single or partial exercise of a right from precluding later enforcement
Keeps remedies cumulative, so using one does not surrender the others
Prevents a pattern of leniency from creating an implied waiver or course of dealing
Writing-and-signature requirements for waivers have become standard in commercial contracts, narrowing the room for implied-waiver arguments.
When You'll See It
The waiver clause sits in the boilerplate of nearly every contract: commercial agreements, credit agreements, employment and equity awards, leases, and M&A documents. It lives in the miscellaneous or general provisions, usually next to amendment and entire agreement. The drafting matters most in long-running commercial and credit relationships, where repeated leniency can otherwise build an implied waiver.
It matters most where one side regularly accommodates the other, such as a lender that tolerates covenant slippage or a supplier that overlooks late orders. The more informal the relationship runs, the more the no-waiver clause is doing the work.
Examples
Builders FirstSource, Inc.
Dave Rush, Special Advisor Agreement and Release
No-waiver + non-preclusion
Mutual
2025
"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 thereof or the exercise of any other right, power or privilege."
nCino OpCo, Inc.
nCino, Inc., Form of Assignment and Assumption Agreement
No-waiver + writing-required
Mutual
2022
"No failure or delay by any Party in exercising any right under this Agreement will operate as a waiver of, nor will any single or partial exercise preclude any other or further exercise of, any rights under this Agreement. No waiver of any provisions of this Agreement will be valid unless the same is in writing and signed by the Party so waiving."
DaVita Inc.
Berkshire Hathaway Inc., Letter Agreement
No-waiver + company approval in writing
One-Sided
2022
"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 thereof or the exercise of any other right, power or privilege. Any approval or waiver of the Company hereunder shall be explicitly noted as such and shall be in writing or from the Chief Executive Officer."
Westrock Coffee Company
Grantee, Restricted Stock Unit Award Agreement
No-waiver + cumulative remedies
Mutual
2024
"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 thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law."
Negotiate
You Want Rights Preserved
Require every waiver to be in writing and signed by the party giving it.
State that a single or partial exercise of a right never precludes later exercise.
Add that a waiver on one occasion is not a waiver of any later breach.
Keep remedies cumulative and not exclusive.
Bar any implied waiver arising from a course of dealing or prior conduct.
You Want to Hold Them to Past Conduct
Resist a writing-only waiver rule if your relationship runs on informal accommodations.
Add a notice-and-cure step before a long-tolerated practice can be reversed.
Require reasonable notice before the other side reinstates strict enforcement.
Document accommodations in writing so they count as express waivers.
Negotiate an estoppel carve-out that preserves reliance on prior conduct.
Goodwill should not cost you a right. Put every accommodation in writing and keep the clause strict.
Red Flags
A waiver clause paired with no writing requirement, which leaves room for disputed oral waivers.
Language letting one party waive on the other's behalf, or waiver by silence.
No statement that a single waiver is not continuing, inviting a course-of-dealing argument.
Remedies framed as exclusive rather than cumulative, so electing one drops the rest.
A clause that lets a party reinstate strict enforcement with no notice after a long practice of leniency.
FAQs
This content is for informational purposes only and does not constitute legal advice.
