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waiver-clause

Yes, you absolutely need both the Waiver and Assignment clauses in your contract. While they may seem like boilerplate language, they serve crucial protective functions for your business.

Waiver Clause​

The Waiver clause, often called a "non-waiver" clause, is essential for preserving your legal rights. It states that if you fail to enforce a specific provision in the contract on one occasion—for example, you let a client pay a few days late without penalty—you don't lose the right to enforce that same provision or any other one in the future.

Why You Need It​

Without this clause, a client's lawyer could argue that by letting one thing slide, you have implicitly waived your right to enforce that rule, or similar rules, for the entire duration of the contract. This clause protects your flexibility in managing the business relationship without sacrificing your legal standing.

Assignment Clause​

The Assignment clause prevents a party from transferring their obligations or rights under the contract to a third party without your knowledge and consent. It ensures you know who you're doing business with and who is responsible for paying you. The exception for a merger or sale of assets is standard and protects the client's business in the event of a sale.

Why You Need It​

Without an assignment clause, a client could sell their business to a new owner who may not honor the original agreement, leaving you in a difficult position. This clause maintains the integrity of the contract and ensures you have a direct relationship with the party responsible for your payment and the project's success.