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 Rhode Island, as in other jurisdictions, a waiver of contract rights must be made knowingly and voluntarily to be legally effective. This means that the party waiving the rights must do so with full awareness and understanding of the rights they are relinquishing. The waiver can be expressed through clear language in the contract or implied by conduct that indicates an intention to waive the rights. Rhode Island courts will generally uphold waivers that meet these criteria. Additionally, non-waiver clauses are commonly included in contracts to clarify 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. Such clauses are enforceable in Rhode Island and help prevent unintended waivers of contractual rights, especially in commercial and insurance contracts. It is important for parties to a contract to understand the implications of these provisions and to consult with an attorney if they are considering waiving any contractual rights.