8 Corbin on Contracts § 40.13

Summary

Anti-waiver or non-waiver or no-waiver clauses are contractual provisions stating, in effect, that “no failures of either party to exercise or enforce any of its rights under this Agreement as to any promise or condition shall act as a waiver of such rights.” These provisions are often coupled with a no oral waiver/modification provision: “No waivers, changes, or modifications to this agreement shall be binding unless in writing and signed by the parties hereto.” As with every contractual provision, an anti-waiver clause is construed in accordance with its express terms and will not be read to prevent waiver of something that the clause did not cover.1