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 is recognized when a party intentionally relinquishes a known right or conducts itself in a manner that is inconsistent with the contract's rights, thereby indicating an intention to relinquish those rights. This must be a voluntary act, and the party waiving the rights must have full knowledge of the rights being waived. Non-waiver clauses are commonly included in contracts to clarify that the failure to enforce a right or provision does not imply that the right is permanently waived. These clauses help to protect parties from inadvertently losing their rights due to inaction or oversight. Washington courts will generally enforce these non-waiver provisions as long as they are clearly stated in the contract and do not conflict with any laws or public policy. It is important to note that the specific enforceability of waivers and non-waiver clauses can depend on the context of the contract and the circumstances under which the waiver occurs.