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 Louisiana, 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 right's enforcement. Under Louisiana law, waivers do not have to be in writing unless the contract specifically requires it, or the statute of frauds applies. However, for a waiver to be effective, it must be made knowingly and voluntarily. This means that the party waiving the right must fully understand the rights they are giving up. Non-waiver clauses are enforceable in Louisiana and serve to protect parties from inadvertently waiving their rights through a course of conduct or failure to enforce a right promptly. These clauses ensure that leniency or inaction on one occasion does not prevent a party from later enforcing the same right. It's important to note that while non-waiver clauses provide protection, they are not absolute, and a party's consistent behavior over time could still be interpreted as an intentional waiver, despite such a clause.