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 Iowa, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in a manner that justifies an inference of the relinquishment of such right. This can be done either expressly, through clear language, or impliedly, 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. Iowa courts require a clear and unequivocal demonstration of the intent to waive contractual rights. Contracts in Iowa often include non-waiver clauses which specify that the failure to enforce a right or provision does not amount to a waiver of that right or any future rights. These clauses are designed to protect parties from inadvertently losing their rights through inaction or forbearance. Such provisions are enforceable under Iowa law, provided they are part of a valid contract and are not contradicted by the parties' subsequent actions.