Hold Harmless Agreement

Use our free hold harmless (indemnity) agreement to limit responsibility for harm or damages that may occur.

Hold Harmless Agreement Template

Updated December 14, 2023
Written by Sara Hostelley | Reviewed by Brooke Davis

A hold harmless agreement helps protect someone who hired a contractor or another individual from liability if they harm themselves while working for them. It acts as a form of insurance and lets people work together who might otherwise be unable to because of legal liability.

What Is a Hold Harmless Agreement?

A hold harmless agreement is a legal contract that transfers risk from one party, the indemnitee, to another party, the indemnifier. The purpose of a hold harmless agreement is to minimize the risk of a potential lawsuit by holding one party harmless. In some cases, this document will hold both parties harmless.

You don’t need to get this document notarized for it to be valid. However, some institutions, like banks, could refuse the document if it’s not notarized due to having signing requirements in place. Check with the institution where you plan to use the document to ensure it doesn’t require notarization.

Is a Hold Harmless Agreement the Same as an Indemnity Agreement?

“Hold harmless” and “indemnity” are generally synonymous. However, these terms may have slightly different meanings depending on where you live.

Types of Hold Harmless Agreements

Explore the three main types of hold harmless agreements in the construction industry to understand the concept better:

More generally, a hold harmless agreement can be unilateral or bilateral. A unilateral hold harmless agreement only applies to one party, while a bilateral one applies to both.

When to Use A Hold Harmless Agreement

Engaging in business activities comes with some type of risk. A hold harmless agreement lets parties shift risk based on their needs and protect themselves against future lawsuits or losses. It incentivizes parties to enter into contracts they’d otherwise hesitate to sign.

Here are some examples of where you may use a hold harmless agreement:

Example Scenario

Suppose you wanted to remodel your kitchen. You may be reluctant to hire a contractor to come into your home. The contractor may want to sue you if they or one of their employees sustains a bodily injury while performing work at your residence.

By having the contractor sign a hold harmless agreement, you can protect yourself against a lawsuit.

When the contractor signs this agreement, they promise not to sue if they get injured. Also, suppose the contractor’s employee gets hurt and sues you. In that case, the contractor will have to defend the suit or reimburse you for your expenses in defending the claim.

Furthermore, suppose the contractor accidentally drops your old kitchen sink onto the neighbor’s new car. This document can absolve you of any responsibility for the damage. It can also protect you against third-party claims.

Benefits of Using a Hold Harmless Agreement

Explore the significant benefits of having a hold harmless agreement:

Here are some sufferings this agreement could help avoid:

PromisorPromisee
Lost Money
- Unable to get a job or contract
- Did not obtain proper insurance
Lost Money
- Responsible for unanticipated losses and liabilities
- Did not obtain proper insurance
Lost Time
- Extended argument involving attorneys in a courtroom
Lost Time
- Time spent fighting legal battles instead of building a business
Mental Anguish
- Prolonged problem hanging over your head
Mental Anguish
- Fear of hiring another contractor

Do I Need to Separate My Hold Harmless Agreement?

Hold harmless agreements can be effective ways to protect a party from liability whether they’re separate or a clause within another agreement.

Regardless of their form, a hold harmless agreement always connects to an activity associated with risk. It’s up to the parties’ discretion to separate this agreement or include it in a larger document.

Some examples of situations when you could benefit from having a separate hold harmless agreement include the following:

Do I Always Have to Use a Hold Harmless Agreement?

A hold harmless agreement provides great benefits in many scenarios. However, it’s not always unnecessary, especially in two main instances:

It might be a good idea to have a hold harmless agreement. Even if the non-offending party chooses not to enforce the hold harmless agreement when a breach occurs, they can still implement it in the future whether the breach is of the same or other covenant or condition.

How to Write a Hold Harmless (Indemnity) Agreement

Step 1 – Write the Parties’ Information

Record the date you’re writing the agreement. Include the names of the indemnitor and indemnitee. Specify whether the agreement includes others, such as either party’s owners, directors, officers, employees, agents, representatives, volunteers, contractors, subcontractors, and invitees.

Where to include initial information in our hold harmless agreement template.

Step 2 – Outline the Agreement and Indemnification

Outline what the indemnitor agrees to, describing the activity or event giving rise to indemnity. Then, detail what acts the indemnification relates to and any indemnity limits.

A screenshot showing where to include information about indemnification in our template.

Step 3 – Exceptions and Notice of Claim

Next, describe any exceptions relating to the indemnity and if there’s a cap on the indemnity amount. You should also include how much notice of any claim the indemnitee must prove to the indemnitor.

Where to detail exceptions and duty <a href=to defend in our template." width="634" height="235" />

Step 4 – State Dispute Resolution Procedures

This section includes how the parties will resolve any disputes that arise from the agreement. For example, you may indicate that you want to resolve disputes via court litigation or mediation.

A screenshot showing where to include details about disputes in our hold harmless template.

Step 5 – Obtain Signatures

Finally, both the indemnitor and indemnitee must sign the agreement.

A screenshot of where to sign our hold harmless agreement template.

The enforceability of your hold harmless agreement will depend on its intended use, your specific state laws, and how the courts interpret its application.

Hold Harmless Agreement Sample

Download a hold harmless agreement template as a PDF or Word file below:

Hold Harmless Agreement Template

Hold Harmless Agreement Template

Create Your Hold Harmless Agreement in Minutes!