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 is recognized when a party intentionally relinquishes a known right or conducts itself in a manner that is inconsistent with the right's enforcement. Ohio courts generally require that a waiver be knowing and voluntary, meaning the party waiving the right must fully understand the implications of its decision. Non-waiver clauses are commonly included in contracts to clarify that the failure to enforce a right or provision does not imply a waiver of that or any other right. Such clauses are enforceable under Ohio law, provided they are clearly stated within the contract. This helps to prevent any unintended waivers of rights due to inaction or oversight. In the context of insurance and commercial contracts, these non-waiver provisions are particularly prevalent and serve to protect the parties' agreed-upon rights and remedies.