General Waiver Agreement

Summary

This general waiver agreement template can be used to waive a provision or multiple provisions of a commercial contract. It should be read alongside the agreement to which it relates for ease of reference. This template includes practical guidance and drafting notes. A waiver is the intentional relinquishment of a known right. Waivers are commonly entered into by parties to an agreement when one party is looking to obtain a one-time waiver or consent from the other party with respect to a contractual obligation, and the other party agrees to grant it. This is an appropriate course of action when the parties are not looking to permanently amend a provision of the underlying agreement, but solely to grant a one-time release from a contractual obligation or restriction, such as excusing a party's actual or potential breach or waiving a condition precedent to one party's rights or the other party's obligations. For example, one party to a non-disclosure agreement might give the other party permission to disclose certain facts to designated individuals, even though that might technically violate the terms of the contract. In contrast, contracting parties use amendments to permanently modify the terms of an agreement. For an amendment agreement, see Amendment Agreement. This template assumes that the parties are both U.S. entities and the transaction takes place entirely in the U.S. The terms are not industry or state-specific. Counsel should review local state laws as these terms may require modification. For additional guidance on general contract drafting, see Commercial Contract Drafting and Review, Commercial Contract Drafting and Review Checklist, and General Commercial Contract Clause Resource Kit.