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 Arizona, a waiver of contract rights occurs when a party intentionally relinquishes a known right or conducts itself in such a manner that it is deemed to have given up certain rights under the contract. This waiver must be voluntary and made with an understanding of the rights being waived. Arizona courts generally uphold the principle that waivers must be clear and unambiguous, and they look for evidence that the waiving party acted with full knowledge of their rights. Non-waiver clauses are commonly included in contracts to clarify that the failure to enforce a right or provision does not imply that the right is permanently waived. Such clauses help to protect parties from inadvertently losing their contract rights through inaction or forbearance. These provisions are enforceable in Arizona, provided they are part of a valid contract and are consistent with the intentions of the parties. In commercial and insurance contracts, non-waiver clauses are particularly prevalent and serve to maintain the contractual rights unless a clear and explicit waiver is made.