Lien waivers: conditional vs unconditional

State law varies. Every state writes its own lien law. Some states prescribe the exact wording of each waiver and refuse to enforce other forms. Some make a waiver signed before payment, or a waiver of future rights in the contract, unenforceable. Others leave the form to the parties. The general terms below hold widely, but check the law where the property sits before you sign or rely on one.

The four common types

Waivers are sorted two ways: whether they depend on payment, and whether they cover one payment or the whole job.

The safe sequence is to give a conditional waiver with the payment request and an unconditional waiver once the funds have cleared. An unconditional waiver signed before the check clears gives up the rights even if the check bounces.

What a careful waiver states

• The property and project
• Who is waiving and who is paying
• The amount of the payment it is tied to
• The through date the waiver covers
• Any exceptions, such as unpaid retainage, disputed extra work or pending change orders

The exceptions matter. A progress waiver that does not carve out an unsigned change can waive the right to lien for that work.

A worked example with invented numbers

A framing subcontractor bills $48,000 for work through 31 March. The subcontract holds 10% retainage.

• Retainage: 48,000 x 0.10 = $4,800
• Payment due: 48,000 - 4,800 = $43,200
• Check: 48,000 x 0.90 = 43,200

With the pay request, the sub gives a conditional progress waiver for $43,200 through 31 March, and lists the $4,800 retainage and a pending $2,150 change for added blocking as exceptions. When the $43,200 arrives and clears, the sub gives an unconditional progress waiver in the same amount and through date. Its lien rights for the retainage, the pending change and any work after 31 March stay open. At the end of the job, the sub trades a conditional final waiver for its final payment, then an unconditional final once it clears.

Waivers on public jobs

Public property generally cannot be liened. On public work, unpaid subs and suppliers usually look to the contractor's payment bond instead, under the federal Miller Act or the state's own law. Contracts may still ask for releases with each payment. See bid bond vs performance bond vs payment bond.

Common mix-ups

• Signing an unconditional waiver to get paid. That gives up rights before the money is in hand.
• Treating a waiver as a receipt only. It is a release of legal rights.
• Forgetting the through date. Work after that date is not covered by the waiver.
• Stating one state's deadlines or forms as the rule. Notice and filing deadlines, who may file, and waiver forms all differ by state. On an exam, an answer that says it depends on the state's law or the contract is often the right one.

On the NASCLA exam

Liens and waivers fall under Procurement and Contracting Requirements, 31 of the 115 scored questions. Because the exam serves many states, expect concepts (conditional vs unconditional, private vs public jobs) rather than one state's deadlines. Tab the liens topic in the NASCLA Contractors Guide to Business, Law and Project Management.

Practice it

Run the payment side in the retainage guide, and read pay-if-paid vs pay-when-paid for what happens when the owner does not pay the general contractor. Federal property cannot be liened, so subs on federal jobs claim on the payment bond instead; see the Miller Act and Little Miller Acts. Final waivers usually come in at closeout, after substantial completion and the punch list.

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Sources

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• PSI Candidate Information Bulletin 1458, content outline and reference list, updated 7 Jul 2026. Retrieved 5 Nov 2026.
• NASCLA Commercial Exam, NASCLA. Retrieved 5 Nov 2026.