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 Ohio, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in a manner that is inconsistent with the contract's enforcement. Ohio courts generally require that a waiver be knowing and voluntary, meaning the party waiving its rights must fully understand the rights and the consequences of waiving them. This is particularly important in commercial and insurance contracts, where the stakes can be high. To prevent inadvertent waivers, contracts often include non-waiver clauses. These clauses specify that the failure to enforce a right or provision does not amount to a waiver of that right or any future rights under the contract. Ohio courts typically uphold such non-waiver provisions, provided they are clearly stated within the contract. However, it's important to note that the specific enforceability of any waiver or non-waiver provision may depend on the contract's language and the circumstances surrounding the alleged waiver.