Waiver of default clause: Copy, customize, and use instantly
Introduction
A waiver of default clause serves to allow a party to relinquish the right to declare a default under certain circumstances, often after a breach has occurred but before it is enforced. This clause adds flexibility to the agreement, offering the parties a chance to resolve issues amicably without immediate consequences, such as termination or penalties.
Below are templates for waiver of default clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Buyer-friendly waiver of default
This variation allows the buyer to waive a default by the seller, providing flexibility in maintaining the agreement without penalties.
The [buyer] may, at its discretion, waive any default by the [seller] under this agreement by providing written notice of such waiver within [X] business days of discovering the default. A waiver of default shall not be deemed a waiver of any future defaults under this agreement.
Seller-friendly waiver of default
This variation allows the seller to waive a default by the buyer, offering flexibility in enforcement.
The [seller] may waive any default by the [buyer] upon written notice provided to the [buyer] within [X] business days following the occurrence of the default. Such waiver shall only apply to the default in question and does not extend to any future defaults under this agreement.
Neutral waiver of default clause
This balanced variation allows both parties to waive defaults under agreed conditions, ensuring fairness for both sides.
Either party may, at its discretion, waive any default by the other party under this agreement by providing written notice of the waiver within [X] business days of discovering the default. A waiver of any default shall not affect the non-waiving party's rights to enforce the agreement or any subsequent defaults.
Waiver of default with cure period
This variation provides the opportunity to waive a default, contingent on curing the breach within a specific timeframe.
The [party] shall have the right to waive any default by the other party if the default is cured within [X] business days of receiving written notice of the default. Such waiver shall be limited to the specific default in question and shall not be considered a waiver of any future defaults under this agreement.
Waiver of default with conditional performance
This variation ties the waiver of default to continued performance or payment under the agreement.
The [party] may waive a default arising from non-performance or non-payment if the defaulting party remedies the default within [X] days of receiving notice of default and continues to perform according to the agreed payment schedule or performance terms. Any waiver shall be specific to the default and shall not extend to subsequent defaults.
Mutual waiver of default
This variation allows for the mutual agreement of both parties to waive a default, promoting cooperative resolution.
Any default by either party under this agreement may be waived upon mutual written agreement between the parties. Such a waiver shall not affect the overall terms of the agreement, and the agreement shall continue in full force and effect, unless otherwise agreed upon in writing by both parties.
Waiver of non-material default
This variation provides for the waiver of non-material defaults, focusing on minor breaches that do not significantly impact the agreement.
The [party] may waive a non-material default by the other party if, in the [party]'s reasonable judgment, the default does not significantly affect the performance or outcome of this agreement. Written notice of the waiver must be provided within [X] business days of identifying the default.
Waiver of default with cure and reinstatement
This variation allows a waiver of default, but reinstates the default if not cured within a set period.
The [party] may waive any default by the [other party] under this agreement. However, if the defaulting party does not cure the default within [X] days after the waiver, the [party] may reinstate the default and proceed with enforcement or termination of this agreement.
Waiver of default based on specific project phase
This variation applies when the waiver of default is tied to specific project milestones or phases.
If either party fails to meet a deadline under this agreement, the other party may waive the default by providing written notice, specifying a revised deadline for completion. The waiver is contingent on the defaulting party meeting the new deadline, and failure to do so may result in the default being enforced.
Waiver of default with ongoing performance conditions
This variation provides a waiver but ties it to ongoing satisfactory performance.
The [party] agrees to waive a default arising from failure to meet performance benchmarks, provided the defaulting party demonstrates substantial progress toward meeting the benchmarks within [X] days. Such a waiver will only apply to the current performance period and will not extend to future defaults.
Waiver of default after grace period
This variation allows the waiving party to forgive a default if it is cured after a specified grace period.
The [party] may waive any default by the [other party] if the default is cured within [X] business days of the notice of default. Such waiver does not imply the waiver of any future default or breach under this agreement.
Waiver of default with progressive remedy
This variation allows the party to waive defaults provided that the defaulting party is making steady progress toward remedying the breach.
The [party] agrees to waive any default by the [other party] if the defaulting party is actively working to remedy the breach, with corrective actions being taken within [X] business days after notice. If progress is not made, the default will no longer be waived.
Conditional waiver of default
This variation requires certain conditions to be met before the default can be waived.
The [party] may waive a default only if the [defaulting party] provides evidence that corrective actions will be implemented within [X] days of receiving notice of default. The waiver will be contingent upon the [party] confirming satisfaction with the proposed corrective plan.
Waiver of default with no penalty
This variation offers the option to waive the default with no penalties or future consequences.
The [party] may, at its discretion, waive a default under this agreement without penalty or consequence, provided the default is remedied within [X] days of the waiver notice. This waiver applies only to the specific default in question and does not extend to any future defaults.
Waiver of default with written agreement
This variation makes the waiver conditional on both parties signing a written agreement.
The [party] may waive a default if the [defaulting party] remedies the default within [X] business days. The waiver will be effective only upon both parties signing a written agreement acknowledging the waiver and agreeing to continue performance under the agreement.
Waiver of default based on mutual benefits
This variation applies when both parties mutually benefit from waiving a default.
If the [party] deems it beneficial to both parties, the [party] may waive a default upon receiving written confirmation from the [defaulting party] that corrective measures will be taken within [X] business days. Such waiver will apply only to the default at hand and will not impact future defaults.
Temporary waiver of default
This variation allows the waiver to be temporary, with a re-evaluation after a period.
The [party] may waive a default temporarily, provided the [defaulting party] remedies the default within [X] business days. If the issue is not resolved to the [party]'s satisfaction within [X] additional days, the waiver will be revoked, and the default will be enforced.
Waiver of default based on force majeure
This variation allows for a waiver if the default results from an uncontrollable event.
The [party] may waive a default resulting from a force majeure event, including but not limited to natural disasters or governmental actions, provided the [defaulting party] provides notice of the event and its anticipated impact on performance. The waiver shall apply for the duration of the force majeure event.
Waiver of default with extension of timeline
This variation extends the deadline for the defaulting party to remedy the breach before enforcement.
The [party] agrees to waive the default if the [defaulting party] requests an extension and provides a satisfactory plan to cure the breach within [X] additional days. The waiver applies only to the default in question and does not waive any other obligations under the agreement.
Waiver of default based on good faith performance
This variation allows a waiver if the defaulting party is acting in good faith to remedy the default.
The [party] may waive any default by the [defaulting party] provided the default is the result of a good faith error and the [defaulting party] takes immediate corrective action. The waiver will only apply if the breach is not material and does not significantly impact the overall performance of the agreement.
One-time waiver of default
This variation allows a one-time waiver for defaults during the contract term.
The [party] agrees to waive a default under this agreement for a one-time occurrence, provided the defaulting party remedies the default within [X] business days. This waiver is a one-time event and shall not apply to any other defaults occurring during the term of the agreement.
Time-bound waiver of default
This variation sets a specific timeframe during which defaults can be waived.
The [party] may waive any default, provided the [defaulting party] cures the breach within [X] business days of receiving notice of default. If the breach is not cured within the specified time period, the waiver will no longer apply, and the default will be enforced.
Waiver of default with mitigation requirement
This variation requires the defaulting party to mitigate the damage before the waiver is granted.
The [party] may waive a default if the [defaulting party] mitigates the damage caused by the default and remedies the breach within [X] business days. Written confirmation of the mitigation efforts must be provided within the given period.
Discretionary waiver of default
This variation allows the party to decide whether to waive the default, with no obligation to do so.
The [party] may, at its sole discretion, waive any default by the other party under this agreement. The decision to waive a default will be based on the nature of the default and the [party]'s assessment of the impact on the overall performance of the agreement.
Waiver of default with ongoing monitoring
This variation allows for a waiver contingent upon ongoing monitoring of the defaulting party's performance.
The [party] may waive a default by the [defaulting party] but will continue to monitor the [defaulting party]'s progress in remedying the default. If the [defaulting party] fails to meet performance expectations within [X] business days, the waiver will be revoked, and the default will be enforced.
Partial waiver of default
This variation allows for a partial waiver of a default, addressing specific aspects of the default while leaving other aspects in place.
The [party] may waive certain aspects of a default under this agreement, provided that the [defaulting party] remedies the breach within [X] business days. The waiver will apply only to the specific aspects of the default and will not release the [defaulting party] from other obligations.
Buyer-friendly waiver of default
This variation allows the buyer to waive a default by the seller, providing flexibility in maintaining the agreement without penalties.
The [buyer] may, at its discretion, waive any default by the [seller] under this agreement by providing written notice of such waiver within [X] business days of discovering the default. A waiver of default shall not be deemed a waiver of any future defaults under this agreement.
Seller-friendly waiver of default
This variation allows the seller to waive a default by the buyer, offering flexibility in enforcement.
The [seller] may waive any default by the [buyer] upon written notice provided to the [buyer] within [X] business days following the occurrence of the default. Such waiver shall only apply to the default in question and does not extend to any future defaults under this agreement.
Neutral waiver of default clause
This variation allows both parties to waive defaults under agreed conditions, ensuring fairness for both sides.
Either party may, at its discretion, waive any default by the other party under this agreement by providing written notice of the waiver within [X] business days of discovering the default. A waiver of any default shall not affect the non-waiving party's rights to enforce the agreement or any subsequent defaults.
Waiver of default with cure period
This variation provides the opportunity to waive a default, contingent on curing the breach within a specific timeframe.
The [party] shall have the right to waive any default by the other party if the default is cured within [X] business days of receiving written notice of the default. Such waiver shall be limited to the specific default in question and shall not be considered a waiver of any future defaults under this agreement.
Waiver of default with conditional performance
This variation ties the waiver of default to continued performance or payment under the agreement.
The [party] may waive a default arising from non-performance or non-payment if the defaulting party remedies the default within [X] days of receiving notice of default and continues to perform according to the agreed payment schedule or performance terms. Any waiver shall be specific to the default and shall not extend to subsequent defaults.
Mutual waiver of default
This variation allows for the mutual agreement of both parties to waive a default, promoting cooperative resolution.
Any default by either party under this agreement may be waived upon mutual written agreement between the parties. Such a waiver shall not affect the overall terms of the agreement, and the agreement shall continue in full force and effect, unless otherwise agreed upon in writing by both parties.
Waiver of non-material default
This variation provides for the waiver of non-material defaults, focusing on minor breaches that do not significantly impact the agreement.
The [party] may waive a non-material default by the other party if, in the [party]'s reasonable judgment, the default does not significantly affect the performance or outcome of this agreement. Written notice of the waiver must be provided within [X] business days of identifying the default.
Waiver of default with cure and reinstatement
This variation allows a waiver of default, but reinstates the default if not cured within a set period.
The [party] may waive any default by the [other party] under this agreement. However, if the defaulting party does not cure the default within [X] days after the waiver, the [party] may reinstate the default and proceed with enforcement or termination of this agreement.
Waiver of default based on specific project phase
This variation ties the waiver of default to specific project milestones or phases.
If either party fails to meet a deadline under this agreement, the other party may waive the default by providing written notice, specifying a revised deadline for completion. The waiver is contingent on the defaulting party meeting the new deadline, and failure to do so may result in the default being enforced.
Waiver of default with ongoing performance conditions
This variation provides a waiver but ties it to ongoing satisfactory performance.
The [party] agrees to waive a default arising from failure to meet performance benchmarks, provided the defaulting party demonstrates substantial progress toward meeting the benchmarks within [X] days. Such a waiver will only apply to the current performance period and will not extend to future defaults.
Waiver of default with notice requirement
This variation requires a notice before waiving any default, ensuring the defaulting party is made aware.
The [party] agrees to provide written notice to the [defaulting party] within [X] business days of discovering the default. If the [defaulting party] fails to remedy the default within [Y] business days after receiving the notice, the waiver shall no longer apply.
Waiver of default after partial compliance
This variation allows a waiver of default when the defaulting party has partially complied with the agreement.
The [party] may waive a default if the [defaulting party] has substantially complied with the agreement and is in the process of completing the remaining obligations within [X] days after notice. The waiver will be limited to the specific default in question.
Waiver of default based on significant progress
This variation provides a waiver based on significant progress towards remedying the default.
The [party] may waive the default if the [defaulting party] demonstrates significant progress toward curing the default within [X] business days of receiving notice. Such waiver will only apply to the specific breach and will not affect any future defaults.
Waiver of default due to external factors
This variation applies when external factors prevent the defaulting party from complying with the agreement.
The [party] may waive any default caused by events beyond the [defaulting party]'s control, such as acts of God, government regulations, or strikes, provided the [defaulting party] notifies the [party] within [X] business days and provides evidence of the circumstances causing the delay.
Conditional waiver based on future performance
This variation allows a conditional waiver where future performance is key to maintaining the waiver.
The [party] may waive the default if the [defaulting party] commits to a performance improvement plan, remedying the default within [X] business days, and continues to meet performance benchmarks thereafter. The waiver will be revoked if performance does not improve as agreed.
Waiver of default with limited duration
This variation offers a temporary waiver of default for a limited period.
The [party] may waive any default for a period of [X] business days, after which the default shall be reinstated if the [defaulting party] has not cured the breach to the satisfaction of the [party]. This waiver is not applicable to any future defaults.
Waiver of default with review of circumstances
This variation provides for a waiver based on reviewing the circumstances of the default.
The [party] agrees to review the circumstances surrounding any default and may waive the default if the [defaulting party] provides adequate justification and remedial steps. The waiver applies only after the [party] is satisfied with the proposed remedy.
Waiver of default with extension of time
This variation allows an extension of time to remedy the default before enforcing the waiver.
The [party] may waive the default if the [defaulting party] requests an extension and demonstrates that additional time is necessary to cure the breach. Such waiver is contingent upon the [defaulting party] curing the default within the extended period of [X] days.
Waiver of default due to minor infraction
This variation allows the waiver of defaults for minor infractions that do not affect the overall agreement.
The [party] may waive a minor default, such as a delay in reporting or documentation, provided that the delay does not impact the main objectives of the agreement. Written notice of the waiver must be provided within [X] business days.
Automatic waiver of default based on past behavior
This variation applies when a history of consistent performance justifies a waiver of the default.
The [party] may waive a default automatically if the [defaulting party] has consistently complied with the agreement in the past, and the default is considered an isolated event. The waiver will only apply to this specific default and not future breaches.
Waiver of default with corrective action plan
This variation requires a corrective action plan for the waiver to be granted.
The [party] may waive the default if the [defaulting party] submits a corrective action plan detailing the steps to remedy the default within [X] days. The waiver will only apply if the corrective action plan is approved by the [party].
Waiver of default with third-party mediation
This variation provides for a waiver if the parties agree to mediate the default through a third-party.
The [party] agrees to waive the default if the [defaulting party] agrees to participate in a third-party mediation within [X] business days of receiving notice of the default. The waiver is contingent upon both parties attempting to resolve the issue through mediation.
Waiver of default based on a good faith effort
This variation allows for a waiver if the defaulting party demonstrates a good faith effort to comply.
The [party] may waive the default if the [defaulting party] can demonstrate a good faith effort to remedy the default, including the provision of a corrective action plan and regular updates on progress within [X] business days.
Waiver of default with suspension of penalty
This variation provides a waiver of default but suspends any penalty associated with the breach.
The [party] may waive the default and suspend any associated penalty or termination right for [X] business days, allowing the [defaulting party] to cure the default without facing immediate financial consequences or contract termination.
Waiver of default with immediate corrective action
This variation ties the waiver to the immediate implementation of corrective action by the defaulting party.
The [party] may waive the default if the [defaulting party] immediately begins corrective action within [X] business days of receiving notice of default, and continues to work towards full compliance without further delays.
Waiver of default with payment of liquidated damages
This variation allows for a waiver if the defaulting party agrees to pay liquidated damages for the breach.
The [party] may waive the default upon payment of liquidated damages by the [defaulting party] in the amount of [X] within [X] business days. The waiver will be granted in exchange for the settlement, provided no future defaults occur.
Waiver of default based on mutual satisfaction
This variation provides for a waiver if both parties mutually agree that the default has been resolved satisfactorily.
The [party] may waive the default upon mutual agreement that the [defaulting party] has taken adequate steps to resolve the breach. Both parties must agree that the issue is satisfactorily addressed before the waiver is effective.
Waiver of default with requirement for future compliance
This variation waives the default but requires ongoing compliance in the future.
The [party] may waive the default if the [defaulting party] provides a written assurance that the default will not recur, and agrees to comply with all terms of the agreement moving forward. The waiver will be contingent on the [defaulting party]'s future compliance.
Waiver of default with external verification
This variation requires an independent third party to verify the remedy of the default before a waiver is granted.
The [party] may waive the default if an independent third-party verifies that the [defaulting party] has corrected the issue to their satisfaction. Verification must be provided within [X] business days.
Waiver of default for a minor, non-material breach
This variation allows for the waiver of defaults arising from minor or non-material breaches.
The [party] may waive any default caused by a minor or non-material breach, provided that the breach does not impact the main objectives or performance of the agreement. Written notice of the waiver must be given within [X] business days of the default.
Waiver of default based on the resolution of underlying causes
This variation ties the waiver of default to the resolution of the underlying causes of the breach.
The [party] may waive the default if the [defaulting party] can prove that the underlying causes of the default have been fully addressed and remedied. Documentation showing the resolution of the cause must be provided within [X] business days.
Waiver of default in exchange for amended terms
This variation allows for a waiver of default if the defaulting party agrees to amend the agreement terms.
The [party] may waive the default if the [defaulting party] agrees to amend specific terms of this agreement, such as performance metrics or timelines, to prevent future defaults. The waiver will apply once the amendments are agreed upon in writing.
Waiver of default with provisional continuation
This variation allows the agreement to continue provisionally while the default is being remedied.
The [party] agrees to waive the default on the condition that the [defaulting party] continues to perform the agreement provisionally, while remedying the default. If the default is not fully cured within [X] business days, the waiver will no longer apply.
Waiver of default with periodic reporting
This variation allows for the waiver of a default in exchange for periodic updates on corrective actions.
The [party] may waive the default if the [defaulting party] provides regular reports on their efforts to cure the default, submitting updates every [X] business days until the breach is fully remedied.
Waiver of default for a one-time occurrence
This variation allows the waiver of a one-time occurrence of a default, without creating precedence for future breaches.
The [party] may waive a default for a one-time occurrence, provided the [defaulting party] remedies the breach within [X] business days. This waiver will apply only to the current default and will not affect future defaults.
Waiver of default with no impact on rights
This variation allows the waiver of default but clarifies that the waiver does not affect the parties' rights.
The [party] may waive a default under this agreement, but such waiver shall not affect the [party]'s right to enforce other provisions of the agreement or declare a default in the future should similar breaches occur.
Waiver of default with approval from higher management
This variation provides for a waiver of default based on approval from senior management.
The [party] may waive any default if approved by senior management of both parties. Written approval must be obtained from authorized representatives within [X] business days of the default notice.
Waiver of default with rectification guarantee
This variation allows the waiver contingent upon a guarantee from the defaulting party to rectify the situation.
The [party] may waive a default if the [defaulting party] provides a written guarantee to rectify the default within [X] business days and ensures that no further issues will arise.
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.