Hold Harmless Agreement Template: How to Write a Hold Harmless Clause

A hold harmless agreement is the clause that decides who pays when something goes wrong. A contractor falls on a job site, a customer is injured at an event, a vendor's product damages your equipment. The question is never just what happened, it's who is responsible. A well-drafted hold harmless agreement answers that question in advance, before the lawyers get involved.

This guide explains what a hold harmless agreement is, the three forms it can take, the clauses every version needs, when courts will and won't enforce one, and the drafting mistakes that quietly make these agreements worthless.

What Is a Hold Harmless Agreement?

A hold harmless agreement is a contract clause in which one party agrees not to hold the other responsible for certain losses, claims, or damages. It shifts risk from one party to another, usually from the party that has more leverage to the party that wants the work or access.

You'll see it under several names: a hold harmless clause, an indemnity agreement, a save harmless agreement, or a release and waiver of liability. The label matters less than the mechanics: someone is agreeing to absorb a risk that would otherwise be shared.

Hold harmless agreements show up almost everywhere two parties interact and one of them could get hurt or sued:

• A landlord requiring a tenant to hold them harmless for injuries in a leased space
• An event venue requiring an organizer to cover claims from attendees
• A general contractor requiring subcontractors to take responsibility for their own crews
• A gym, studio, or tour operator requiring participants to waive injury claims
• A vendor and a client deciding who covers third-party intellectual-property claims

Hold Harmless vs. Indemnification: Are They the Same?

Almost, and the distinction is worth understanding because good agreements use both words.

• Hold harmless is defensive. The protected party won't be held liable for a covered loss in the first place.
• Indemnify is reimbursive. If the protected party does suffer a covered loss, the other party pays them back for it.
• Defend is the third leg most contracts add: the indemnifying party also covers the cost of the legal defense, not just the final judgment.

This is why the strongest clauses read "indemnify, defend, and hold harmless." Each verb closes a gap. Drop "defend" and you can win a lawsuit but still pay your own six-figure legal bill. Drop "indemnify" and you may be off the hook for being blamed but not reimbursed for losses you actually paid.

The Three Types of Hold Harmless Agreements

How much risk shifts depends on which form you use. Courts and contract professionals recognize three.

Broad Form

One party assumes all liability, including losses caused by the other party's own negligence. If a subcontractor signs a broad-form hold harmless and the general contractor's own crew causes the accident, the subcontractor still pays.

Broad form is aggressive, and many states restrict or outright ban it, especially in construction contracts, through "anti-indemnity" statutes. Even where it's legal, a court reads it narrowly and demands crystal-clear language before enforcing it.

Intermediate Form

One party covers losses except those caused solely by the other party. If the loss is partly the indemnifying party's fault, they cover it; if it's 100% the other side's fault, they don't. This is the most common middle ground in commercial contracts.

Limited Form (Comparative)

Each party is responsible only for the portion of the loss it actually caused. If fault is split 70/30, the liability is split 70/30. This is the fairest form, the easiest to enforce, and the default that most state laws push parties toward.

If you're the one being asked to sign, push for limited form. If you're the one drafting protection for yourself, intermediate form is usually the most you can reliably enforce.

Key Clauses Every Hold Harmless Agreement Needs

1. Identification of the Parties

Use full legal names. For businesses, include the entity type and state of formation. Make it unambiguous who is the indemnifying party (the one taking on risk) and who is the indemnified party (the one being protected).

2. Scope of Covered Claims

This is the heart of the agreement. Spell out exactly which losses are covered:

• Bodily injury and property damage
• Third-party claims and lawsuits
• Legal fees, court costs, and settlement amounts
• Specific risks tied to the activity (e.g., "claims arising from the use of the leased equipment")

Vague scope is the number-one reason these clauses fail. "All claims of any kind" invites a court to strike the whole thing as overbroad. Tie the scope to the actual relationship and activity.

3. The Hold Harmless and Indemnification Language

State plainly that the indemnifying party will indemnify, defend, and hold harmless the protected party. Specify the form (broad, intermediate, or limited) by describing whose negligence is and isn't covered, don't just say "broad form" and hope a court fills in the meaning.

4. Exclusions and Carve-Outs

No hold harmless clause can excuse everything. Explicitly carve out:

• Gross negligence and willful misconduct: almost never enforceable to waive
• Intentional acts
• Anything that would violate the governing state's public policy

Including these carve-outs actually strengthens the agreement: it signals to a court that the clause is reasonable rather than an attempt to license bad behavior.

5. Insurance and "Additional Insured" Requirements

A promise to indemnify is only as good as the indemnifying party's bank account. Back it up by requiring them to carry liability insurance at a stated minimum and to name the protected party as an additional insured. Now the other side's insurer stands behind the promise.

6. Defense and Notice Procedures

Say who controls the legal defense, how quickly the protected party must give notice of a claim, and whether the indemnifying party can settle without consent. Sloppy notice provisions are a common way for an indemnifying party to wriggle out: "you told us too late."

7. Governing Law and Signatures

Specify which state's law applies, critical, because anti-indemnity statutes vary enormously by state. Both parties must sign, and for a company the signatory must have authority to bind it.

How to Write a Hold Harmless Agreement: Step-by-Step

Step 1: Identify the parties and the relationship. Full legal names, entity types, and a one-line description of why they're contracting (the lease, the event, the subcontract).

Step 2: Choose the form. Decide whether you need broad, intermediate, or limited coverage, and check whether your state restricts the form you want for this type of contract.

Step 3: Define the covered claims. List the specific categories of loss (bodily injury, property damage, third-party claims, legal costs) tied to the actual activity.

Step 4: Write the indemnify-defend-hold-harmless sentence. Make clear whose conduct is and isn't covered. This single sentence does most of the legal work.

Step 5: Add the carve-outs. Exclude gross negligence, willful misconduct, and intentional acts. This keeps the clause enforceable.

Step 6: Add insurance backing. Require liability coverage at a stated limit and additional-insured status so the promise is funded.

Step 7: Set notice, defense, governing law, and signatures. Specify the procedure for claims, the controlling state's law, and get authorized signatures from both sides.

When Will a Court Not Enforce a Hold Harmless Agreement?

Courts regularly refuse to enforce hold harmless clauses that:

Try to waive gross negligence or intentional misconduct. You cannot contract your way out of recklessness or deliberate harm. A clause that tries to is often struck in part, or entirely.

Are unclear about whose negligence is covered. Especially for broad and intermediate forms, courts demand explicit language. Ambiguity is read against the party that wrote it.

Violate a state anti-indemnity statute. Many states void hold harmless clauses in construction contracts that shift liability for the protected party's sole negligence. Some void them in other industries too.

Lack consideration. Like any contract, a hold harmless agreement needs something of value exchanged. A waiver signed after the relationship started, with nothing new given in return, may not hold.

Are unconscionable. A grossly one-sided clause forced on a party with no bargaining power (common scrutiny in consumer and employment contexts) can be thrown out as unfair.

Common Mistakes That Void a Hold Harmless Agreement

• Using "all claims" with no scope. Overbroad language is the fastest route to an unenforceable clause. Tie coverage to the specific activity.
• Forgetting the word "defend." Without it, you can be indemnified for a judgment but still pay your own legal fees to get there.
• Choosing broad form where it's banned. A clause that violates a state anti-indemnity statute is dead on arrival. Match the form to the jurisdiction.
• No insurance requirement. An indemnity promise from a party with no assets and no policy is worthless when a real claim lands.
• Omitting carve-outs. Without explicit exclusions for gross negligence, a court may decide the whole clause overreaches.
• Relying on a generic template. A hold harmless clause for a yoga studio looks nothing like one for a subcontractor. Pulling a one-size-fits-all form off the internet leaves gaps that surface at the worst possible time.

Hold Harmless Agreements and Your Other Contracts

A hold harmless clause rarely lives alone. It usually sits inside a larger agreement and works alongside other risk-management tools:

• It pairs naturally with the liability protections covered in our guide to liability risk management for small businesses, which puts the clause in the broader context of insurance and entity choice.
• For events and recreational activities, it overlaps with a participant waiver, see when to ask for a social event release of liability.
• In contractor relationships, the hold harmless clause typically appears in the same document as the scope and payment terms covered in our 1099 independent contractor agreement guide.
• And like an NDA, it's one of those clauses that looks like boilerplate right up until you actually need it, at which point the precise wording is everything.

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Generate Your Hold Harmless Agreement with Contractable

Getting a hold harmless agreement right means matching the form to your state, scoping the covered claims to your actual activity, and adding the carve-outs and insurance language that keep it enforceable. A generic template won't handle those details. Contractable generates a customized hold harmless agreement in seconds, built around your specific situation, parties, and risks. No lawyers or legal background required.