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 Oklahoma, a waiver of contract is recognized 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 must be a knowing and voluntary act. Oklahoma courts generally uphold waivers if they are clear and unambiguous, and if they demonstrate that the waiving party acted with full knowledge of its rights. The inclusion of a non-waiver clause in a contract is a common practice to protect parties from inadvertently waiving their rights through inaction or course of conduct. Such clauses specify that the failure to enforce a right or provision does not affect the right to enforce it in the future. Oklahoma courts typically enforce non-waiver clauses as long as they are part of the agreed terms of the contract. However, the specific enforceability of any waiver or non-waiver provision may depend on the context of the contract and the actions of the parties involved.