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 Florida, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in such a manner that would lead the other party to believe that a right has been relinquished. This waiver can be either express, through clear language, or implied, through actions or conduct that indicate an intention to waive the right. For a waiver to be valid, it must be made voluntarily and with full knowledge of the rights being waived. Florida courts require clear and convincing evidence of the intent to waive a contractual right. Non-waiver clauses are enforceable in Florida and serve to protect parties from inadvertently waiving their rights through inaction or failure to enforce a term of the contract. These clauses clarify that any failure or delay in enforcing a right or provision does not affect the right to do so at a later time. Such provisions are particularly common in insurance and commercial contracts to prevent any misunderstanding about the parties' rights and obligations.