Free Conditional Lien Waiver Template (Word & PDF)

What is a conditional lien waiver, and why does it matter?

A lien waiver is a signed statement by someone who furnished labor or materials to a construction project, giving up the right to file a mechanic's lien, and usually bond and payment claims, for work that has been paid for. Owners, lenders and general contractors collect one with each payment, because an unpaid subcontractor or supplier can otherwise lien the property even after the owner has paid the general contractor.

There are four kinds, made from two choices. Conditional or unconditional: a conditional waiver takes effect only when the payment is actually received and has cleared, while an unconditional waiver takes effect when it is signed, paid or not. Progress or final: a progress waiver covers work through a stated date and leaves retainage and later work alone, while a final waiver covers the whole job. This template is the conditional progress kind, the one normally exchanged for a monthly or milestone payment before the money has landed. A claimant who signs an unconditional waiver before being paid has given up the lien for that work and is left with an ordinary claim for the debt.

State law controls this document more than most. Some states, including California and Texas, require lien waivers to follow the wording of forms set out in their statutes, and a waiver in other wording may not be recognized there. Some states require notarization. A number of states do not allow lien rights to be waived before payment or in the contract itself. If the project is in a state with its own form, use that form instead of this template.

When to use this template

You are a contractor, subcontractor or supplier receiving a progress payment, and the payer asks for a waiver before or along with the check.
The project is in a state that does not prescribe its own lien waiver wording or require a notary.
You are an owner or general contractor who wants a waiver from each party you pay, tied to the amount and the period paid.
The payment is by check or transfer that has not cleared yet, so the release has to depend on the funds arriving.

When it is not the right document

Projects in states that require statutory lien waiver forms, including California and Texas. Use the state's form.
States or projects where the waiver has to be notarized. An electronic signature is not a notarization.
The last payment on a job. That calls for a final waiver, which also deals with retainage.
Acknowledging money that is already in your account, with no condition. That is an unconditional waiver.

The conditional lien waiver template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Conditional Waiver and Release on Progress Payment

This Conditional Waiver and Release on Progress Payment (this "Waiver") is given by [Claimant's name] (the "Claimant").

The Claimant was hired by [Claimant's customer] (the "Customer") to furnish labor, services, equipment or materials for the project known as [Project] (the "Project"). The Project is located at [Job location]. The owner of the property is [Property owner] (the "Owner").

1. The payment

This Waiver is given in exchange for a progress payment of [Amount of the payment], to be made to the Claimant by [Who is making the payment] (the "Payment").

The Payment is for labor, services, equipment and materials that the Claimant furnished for the Project through [Through date] (the "Through Date"). This Waiver calls them the "Covered Work".

2. The condition

This Waiver is conditional. It takes effect only when the Claimant has actually received the Payment in full and, if the Payment is made by check or by electronic transfer, the check or transfer has cleared and the funds have been paid into the Claimant's account.

Until then, this Waiver releases nothing and the Claimant keeps all of its rights. If the Payment is not made in full, or is later reversed, stopped or returned unpaid, this Waiver has no effect.

3. What is released once the condition is met

When this Waiver takes effect, the Claimant waives and releases the rights listed below. It does so for the Covered Work only, and only up to the amount of the Payment.

(a) any mechanic's lien or similar lien right against the Project or the property it is on;

(b) any right to claim against a payment bond given for the Project; and

(c) any claim for payment for the Covered Work against the Customer, the Owner or funds held for the Project.

4. What is not released

This Waiver does not release any of the following, and the Claimant keeps its rights to them:

(a) retention or retainage, whether it was withheld before or after the Through Date;

(b) labor, services, equipment and materials furnished after the Through Date;

(c) extras and change order work for which the Claimant has not been paid;

(d) the Claimant's rights under its contract other than the right to be paid for the Covered Work, including rights that arise from a breach of the contract; and

(e) the disputed or unpaid items listed below.

The Claimant lists here each amount or claim for work through the Through Date that is disputed or unpaid and is not released. If there are none, the Claimant writes "None".

[Exceptions: amounts and claims not released]

5. The Claimant's own subcontractors and suppliers

The Claimant states that it has paid, or will promptly use the Payment to pay, its workers, subcontractors and suppliers in full for the labor, services, equipment and materials they furnished for the Covered Work.

6. Authority, electronic signing and the law that applies

The person signing for the Claimant states that he or she has authority to sign this Waiver for the Claimant.

The Claimant may sign this Waiver electronically, and an electronic or scanned copy of it counts as an original.

This Waiver covers only the Payment and the Project named in it. It is subject to the law that applies to the Project. It does not waive a right that the law does not allow the Claimant to waive, or does not allow to be waived in this form.

The Claimant gives this Waiver on the terms above.

Claimant

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

Statutory forms. Some states, including California and Texas, require lien waivers to follow the wording in their statutes, in some cases with a separate form for each of the four kinds of waiver. In those states this template is not the right document; use the state form.
Notarization. Some states require a lien waiver to be notarized. This template has no notary block, and signing electronically does not meet a notarization requirement.
Waivers that become final. In some states a waiver in the statutory form is treated as paid after a set period unless the claimant files a notice or affidavit of nonpayment in time. Georgia is one. Know the deadline before relying on the condition.
The amount and through date. These are your own facts. The amount should match the payment exactly, and the through date should match the period billed, not the date of signing.
Exceptions. Unpaid extras, pending change orders, disputed back charges and earlier payments still outstanding belong in the exceptions blank, with their amounts.
The statement about your own subcontractors and suppliers. It is a statement of fact. If anyone below you will not be paid in full for the period out of this payment, change the wording before you sign.
Public projects. Liens generally cannot attach to public property. Claims there usually run against a payment bond under federal or state rules, and the agency or the bond may call for its own release form.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the Claimant with their email address.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the conditional lien waiver template

Which states require their own lien waiver form?

California and Texas are the best-known examples: both set out lien waiver forms in their statutes, and a waiver there is expected to follow that wording. Several other states also publish statutory forms, some mandatory and some optional, and the list changes as laws are amended. Read the lien statute for the state where the project is before using any general template, including this one.

What is the difference between a conditional and an unconditional lien waiver?

A conditional waiver takes effect only when the payment it names has actually been received and has cleared; until then the signer keeps its lien rights. An unconditional waiver takes effect the moment it is signed, whether or not the payment arrives. Conditional waivers are exchanged for a check that has not cleared; unconditional waivers are given after the money is in the account.

What is the difference between a progress and a final lien waiver?

A progress waiver covers work through a stated date, in exchange for a monthly or milestone payment, and leaves retainage, later work and unpaid extras outside it. A final waiver is given for the last payment and covers the whole job, including retainage. Using a final waiver for a progress payment gives up rights to work that has not been done or paid for yet.

Does a lien waiver need to be notarized?

In most states it does not, but some states require it, and some owners, lenders and title companies ask for it anyway. This template has no notary block, and an electronic signature is not a notarization. Where a notary is required, the waiver has to be signed before one, in person or by remote online notarization where the state allows that.

Should I sign a lien waiver before I am paid?

Only a conditional one. A conditional waiver releases nothing until the payment clears, so it can be exchanged for a check. An unconditional waiver takes effect when signed; signing it before the money is in your account gives up the lien for that work whether or not you are ever paid. If a payer insists on an unconditional waiver in advance, the usual answer is a conditional waiver now and an unconditional one after the funds clear.