HOLD HARMLESS AGREEMENT
This Hold Harmless Agreement (the “Agreement”) is made effective on _____________________________ by and between _____________________________, (“Indemnitee”), located at ________________________________________, __________________________________, ______________________, and _____________________________ (“Indemnitor”), located at ________________________________________, __________________________________, ______________________.
Statement of Purpose
Indemnitee will be performing the following services for _____________________________. For valuable consideration, Indemnitor desires to hold Indemnitee harmless from any claims and/or litigation arising out of Indemnitee’s performance of the work of providing these services. Therefore, the parties agree as stated below.
1. Hold Harmless. Indemnitor shall indemnify, defend and hold harmless Indemnitee, its affiliates, members, agents, servants, employees, officers and representatives from any and all actions, causes of actions, claims, demands, liabilities, losses, injuries, costs, damages and fees and expenses (including reasonable attorneys’ fees and amounts paid in settlement), arising out of or related in any way to the services performed by Indemnitee.
2. Survival. All provisions that logically ought to survive termination of this agreement shall survive.
3. Waiver. Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.
4. Entire Agreement. This agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.
5. Severability. If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.
6. Modification. This agreement may be amended or modified only by a writing executed by both parties.
7. Attorneys’ Fees. The non-prevailing party in any dispute under this agreement shall pay all costs and expenses, including expert witness fees and attorneys’ fees, incurred by the prevailing party in resolving such dispute.
8. Governing Law and Venue. This agreement shall be governed by and construed in accordance with the internal laws of the State of ______________________, without reference to any conflicts of laws provisions. The parties submit to the jurisdiction of the federal and state courts located within the State of ______________________.
Signed, the __________ day of _________________________, __________.
Indemnitor Printed Name
Indemnitee Printed Name
Please note that this article is not a substitute for professional legal advice; it does not create an attorney-client relationship, nor is it a solicitation to offer legal advice. We recommend you seek the appropriate legal advice from a practicing attorney licensed in your jurisdiction.
What is a Hold Harmless Agreement?
A Hold Harmless Agreement is a legal contract that protects one party from liability that come from the actions of another. In this agreement, one party is agreeing not to hold the other responsible, or liable, for risks (like injuries, damages or other losses) associated with providing certain services or the use of a property, for example. A Hold Harmless Agreement is typically the same as an Indemnity Agreement; the two terms (“hold harmless” and “indemnity”) are often synonymous in legal contracting. Hold harmless or indemnity provisions are found in many different types of contracts. In the case of a Hold Harmless Agreement, the indemnity provision is the sole purpose or focus of the agreement.
What Does Hold Harmless Mean?
The literal meaning of the words “hold harmless” are that you will “hold” or consider someone free of blame. So in a Hold Harmless Agreement, you are agreeing to not blame someone or hold them liable for something that may occur to cause you injury, loss, or some other damage.
How to Write a Hold Harmless Agreement?
A hold harmless agreement typically is made up of three parts. In the first part, you identify the parties who are entering into the agreement. In the case of a unilateral agreement, describe who the indemnitor (the person promising) is and who the indemnitee (the person receiving the promise) is. In the second part, sometimes called “Recitals” or “Statement of Purpose,” you describe why you are entering into the agreement. For example, if it is because the indemnitee is providing a certain product or service to the indemnitor, then describe the product or service. In the last part, which makes up the bulk of the hold harmless agreement, you describe what the indemnitor is holding the indemnitee harmless from. This typically includes words like, “causes of action,” “claims,” “losses,” “injuries,” “costs,” “damages.” What you list here may depend on the service that’s being provided. In the case where the indemnitee is a company, you may also want to specify that “indemnitee” includes its “affiliates,” “agents,” “officers,” and others who may be acting on behalf of the organization. After the indemnification provision, you may want to include additional boilerplate provisions common to a contract, such as survival, severability, governing law, etc.
What Types of Hold Harmless Agreements Are There?
You could say there are really just two types of hold harmless agreements: unilateral and reciprocal. In the case of a unilateral hold harmless provision, one party agrees to not hold the other party responsible. In the case of a reciprocal or mutual hold harmless agreement, both parties agree to not hold each other responsible, typically from actions brought by a third party.
Beyond this, there are a lot of different scenarios in which a hold harmless agreement or provision would be used. For example, a gym or fitness club may have a hold harmless provision in its contract asking the member to agree to not hold the gym responsible if the member is injured using the gym’s equipment. A landlord may have a hold harmless agreement with a tenant protecting the landlord from liability if an incident should occur on the property that the tenant is renting. An event host may have a hold harmless or indemnity agreement to protect it against accident or injury to participants in the event. And countless business agreements contain hold harmless or indemnity provisions to protect one or more of the contracting parties against actions taken from third parties as a result of the services or products provided.