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 Oregon, 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 right's enforcement. For a waiver to be valid, it must be voluntary and made with full knowledge of the rights being waived. This is in line with the general principle of 'knowing and voluntary relinquishment of rights.' Oregon courts will look at the facts of each case to determine if a waiver was indeed made knowingly and voluntarily. Additionally, many contracts 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 waiving their rights through inaction or oversight. These non-waiver provisions are enforceable in Oregon, provided they are clearly stated within the contract. This means that even if a party does not immediately enforce a contractual right, they may still do so in the future unless they have explicitly waived that right in accordance with the terms of the contract.