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 Arizona, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in such a manner that it is deemed to have given up certain rights under the contract. This waiver must be made knowingly and voluntarily to be effective. Arizona courts generally uphold the principle that waivers must be clear and unambiguous to be enforceable. Additionally, contracts in Arizona often contain non-waiver clauses which specify that the failure to enforce or exercise rights does not amount to a waiver of those or any other rights. Such clauses are designed to protect parties from inadvertently losing their contractual rights through inaction or forbearance. These non-waiver provisions are enforceable in Arizona, provided they are part of the original contract and are consistent with the intentions of the parties. It is important for parties to a contract to understand the implications of these provisions and to act accordingly to preserve their contractual rights.