Waiver clause: Copy, customize, and use instantly
Introduction
A waiver clause protects parties by ensuring that the failure to enforce a provision of the agreement doesn’t mean they’ve given up their right to enforce it later. It provides clarity and prevents unintentional waivers from causing disputes. This clause is critical in maintaining the integrity of the contract while allowing flexibility in enforcement.
Below are waiver clause templates for different scenarios. Copy the one you need, customise it, and add it to your contract.
General waiver clause
This clause establishes that no waiver will be valid unless made explicitly in writing.
No waiver by either party of any breach or default under this agreement will be considered valid unless made in writing and signed by the waiving party. A waiver of any breach or default will not constitute a waiver of any subsequent breach or default.
Limited scope waiver clause
This clause limits the waiver to a specific instance or provision.
Any waiver of a provision of this agreement will apply only to the specific instance and will not operate as a waiver of any other provision or future breach of the same provision, unless explicitly stated otherwise in writing.
Mutual waiver clause
This clause applies the waiver terms equally to both parties.
Both parties agree that any failure to enforce a provision of this agreement will not constitute a waiver of the right to enforce the same provision or any other provision in the future. All waivers must be in writing and signed by both parties to be effective.
Conditional waiver clause
This clause ties the waiver’s validity to certain conditions being met.
A waiver of any provision of this agreement will only be effective if provided in writing and explicitly conditioned upon the occurrence or non-occurrence of [insert condition]. The waiver will not affect any other provision or rights under this agreement.
No implied waiver clause
This clause ensures that actions or inactions cannot create an implied waiver.
No failure or delay by either party in exercising any right, power, or remedy under this agreement will operate as a waiver of that right, power, or remedy. Any waiver must be explicit and in writing to be effective.
Partial waiver clause
This clause allows waivers for parts of the agreement while preserving others.
A waiver of any part of this agreement will not be construed as a waiver of any other part or the entire agreement. All waivers must be in writing and specify the exact terms and scope of the waiver.
Waiver with cure period clause
This clause allows the waiving party to set conditions for curing a breach.
A waiver of any breach under this agreement will only be valid if made in writing and may be conditioned upon the breaching party remedying the breach within a specified cure period of [insert time period].
Non-precedent waiver clause
This clause ensures a waiver doesn’t set a precedent for future actions.
A waiver of any provision or breach of this agreement will not establish a precedent or imply a waiver of any other provision or future breach. Each waiver must be explicitly agreed upon in writing by the waiving party.
Waiver with reservation of rights clause
This clause allows for a waiver while reserving other rights.
Any waiver of a provision or breach of this agreement will not be construed as a waiver of any other rights or remedies under this agreement. The waiving party explicitly reserves all rights not waived in writing.
Temporary waiver clause
This clause allows for a temporary suspension of rights without permanent waiver.
Any waiver under this agreement will apply temporarily and for the specific duration stated in the written waiver. After the specified duration, all rights and obligations under this agreement will resume as originally agreed.
Retrospective waiver clause
This clause allows for a waiver to apply retroactively to past actions.
A waiver granted under this agreement may be applied retroactively to cover breaches or defaults that occurred prior to the waiver being granted. Such a waiver must be documented in writing and specify its retrospective application.
Revocable waiver clause
This clause allows for a waiver to be revoked under certain conditions.
Any waiver granted under this agreement may be revoked by the waiving party upon [insert notice period] written notice to the other party, provided the revocation does not unfairly prejudice the other party.
Specific rights waiver clause
This clause targets a waiver for a specific right or responsibility.
Any waiver under this agreement will apply solely to the specific right or obligation expressly identified in the written waiver. All other rights and obligations under this agreement remain unaffected.
Waiver with third-party consent clause
This clause requires third-party approval before a waiver is valid.
Any waiver of a provision of this agreement will only be effective if approved in writing by [insert third party, e.g., “a lender” or “a regulatory authority”]. The waiver will apply only to the provisions explicitly identified and approved.
Waiver with written acknowledgment clause
This clause requires explicit written acknowledgment by the receiving party for a waiver to be valid.
No waiver of any provision of this agreement will be effective unless the receiving party acknowledges it in writing. The acknowledgment must clearly reference the waived provision and the circumstances under which the waiver applies.
Waiver with timeline restriction clause
This clause limits waivers to a specific timeframe after the event in question.
Any waiver under this agreement must be granted within [insert timeframe, e.g., “30 days”] of the event giving rise to the waiver request. Waivers granted outside of this timeframe will be deemed invalid unless both parties agree in writing.
Prospective-only waiver clause
This clause ensures waivers apply only to future occurrences of the same issue.
A waiver granted under this agreement will apply only to future occurrences of the same breach or issue and will not retroactively affect any past actions or obligations.
Non-automatic waiver clause
This clause explicitly prevents waivers from occurring through mere conduct or delay.
Neither a delay in exercising a right nor the failure to enforce any provision of this agreement will operate as an automatic waiver. All waivers must be explicitly granted in writing by the waiving party.
One-time waiver clause
This clause restricts the waiver to a single use, explicitly excluding ongoing or recurring applications.
Any waiver of a provision of this agreement will be valid only for the specific instance described in the written waiver. The waiver will not apply to any recurring breaches or future events.
Waiver with escalation trigger clause
This clause specifies that certain waivers will automatically escalate to senior management for approval.
Waivers related to material breaches or obligations under this agreement must be approved in writing by the senior management of the waiving party. No waiver will be effective without such escalation and approval.
Waiver tied to corrective action clause
This clause makes the waiver contingent upon the breaching party taking corrective action.
A waiver of any breach under this agreement will only be effective if the breaching party agrees to and successfully implements corrective actions within [insert timeframe, e.g., “10 business days”] of the waiver being granted.
Third-party beneficiary exclusion waiver clause
This clause excludes waivers from affecting third-party beneficiaries under the agreement.
Any waiver granted under this agreement will not extend to or affect the rights of third-party beneficiaries unless explicitly stated in the written waiver.
Successive breach waiver exclusion clause
This clause clarifies that waivers for a single breach do not extend to breaches occurring successively.
A waiver of any breach under this agreement will not constitute a waiver of successive breaches of the same or similar nature. Each waiver must be separately agreed upon in writing.
Industry-standard waiver clause
This clause ties the granting of waivers to industry norms or best practices.
A waiver under this agreement will only be granted if the action or omission aligns with recognized industry standards or best practices. The waiver must be documented in writing with specific references to these standards.
Waiver contingent on subsequent agreement clause
This clause delays the effectiveness of the waiver until a related subsequent agreement is executed.
Any waiver of provisions in this agreement will become effective only upon the execution of a subsequent agreement that addresses the waived issue in full. Until such agreement is finalized, all terms remain enforceable.
Waiver with regulatory notification clause
This clause requires notifying regulators before granting waivers that impact compliance.
Any waiver under this agreement that affects compliance with applicable regulations must be accompanied by written notification to [insert regulatory body]. The waiver will not take effect until the required notification is confirmed.
Two-step waiver clause
This clause requires two stages for the waiver to be valid: initial consent and final ratification.
Any waiver under this agreement must first receive preliminary written consent from the waiving party. The waiver will only be finalized and effective upon ratification by the waiving party’s legal counsel or authorized representative.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.