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 California, 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 contractual rights or benefits. This must be a voluntary act, and the party waiving the rights must have full knowledge of the rights being waived. This is often referred to as a 'knowing and voluntary relinquishment of rights.' It is important to note that waivers can be express or implied, with the latter arising from a party's actions or inactions that suggest an intention to waive rights. To prevent inadvertent waivers, contracts frequently include non-waiver clauses. These clauses specify that the failure to enforce or exercise rights or remedies does not constitute a waiver of those or any other rights under the contract. Such provisions are designed to protect parties from losing their rights due to inaction or delays in enforcement and are particularly common in insurance and commercial contracts. California courts generally enforce non-waiver clauses, but the specific circumstances of each case, including evidence of the parties' intentions, will be considered in determining whether a waiver has occurred.