A waiver of contract occurs when a party to a contract waives or gives up one or more rights or benefits it has under the terms of the contract.

A party generally does not waive its rights unless the waiver is made voluntarily and with knowledge of the rights being waived—known as a “knowing and voluntary relinquishment of rights.”

Contracts often include a non-waiver paragraph or provision stating that a party’s (or the parties’) failure to pursue or exercise certain rights under the contract does not constitute a waiver of those or other rights under the contract. Such non-waiver provisions are common in insurance contracts and other commercial contracts.

In Washington State, a waiver of contract rights must be made knowingly and voluntarily to be considered valid. This means that the party waiving the rights must do so with full awareness and intention to relinquish specific rights or benefits outlined in the contract. The courts in Washington look for clear and unequivocal evidence of the intent to waive contractual rights. Additionally, contracts in Washington often include non-waiver clauses which specify that the failure to enforce or exercise any rights or remedies under the contract does not constitute a waiver of those rights at any future time. Such clauses are designed to protect parties from inadvertently giving up their contractual rights through inaction or forbearance. These non-waiver provisions are enforceable in Washington, provided they are clearly stated within the contract. It is important for parties to a contract to understand the implications of these provisions and to act accordingly to preserve their contractual rights.