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Non Waiver Template for England and Wales

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Key Requirements PROMPT example:

Non Waiver

"Need a Non Waiver agreement to preserve our rights under a software licensing agreement with TechCorp Ltd, while allowing them flexibility on payment dates until March 2025, but ensuring we can still enforce strict payment terms after that date if needed."

Document background
The Non Waiver agreement is essential in commercial relationships governed by English and Welsh law where parties need to preserve their rights while maintaining operational flexibility. It becomes particularly relevant when a party chooses not to immediately enforce certain contractual rights but wishes to retain the ability to do so in the future. This document helps prevent claims of implied waiver and protects against arguments that non-enforcement constitutes abandonment of rights.
Suggested Sections

1. Parties: Identification of contracting parties

2. Background: Context and purpose of the non-waiver agreement

3. Definitions: Key terms used in the agreement

4. Non-Waiver Provisions: Core provisions stating that failure to enforce rights doesn't constitute waiver

5. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Specific Rights Reserved: Used when specific rights need explicit protection

2. Time Limitations: Include when specific time limits apply to enforcement rights

3. Third Party Rights: Include when third party rights need to be addressed

Suggested Schedules

1. Schedule of Rights: Detailed list of rights being protected

2. Schedule of Related Agreements: List of agreements to which the non-waiver applies

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












Clauses












Relevant Industries
Relevant Teams
Relevant Roles
Industries

Common Law - Doctrine of Waiver: Fundamental legal principle where a party knowingly abandons or gives up a legal right or advantage; essential for understanding the basis of non-waiver clauses

Common Law - Doctrine of Estoppel: Legal principle preventing a party from asserting a legal right that contradicts their previous actions or statements

Common Law - General Contract Law Principles: Basic principles governing formation and enforcement of contracts under English law

Contract Rights of Third Parties Act 1999: Statute governing how third parties may enforce terms of a contract, including potential impact on waiver provisions

Limitation Act 1980: Statute setting time limits for enforcing contractual rights, relevant for understanding when waiver claims must be brought

Consumer Rights Act 2015: Key legislation for consumer contracts, including restrictions on waiver of consumer rights

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in business contracts, including limitations on certain types of waivers

Financial Services and Markets Act 2000: Regulatory framework for financial services, including specific provisions about waiver of rights in financial contracts

Case Law - Waiver Precedents: Relevant court decisions establishing principles for interpretation and enforcement of waiver provisions

Sector-Specific Regulations: Industry-specific rules and regulations that might affect the validity or scope of waiver provisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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