Drafting hold harmless agreement is critical because it prevents you from being blamed for harm or damages that might occur. There are many instances where a hold harmless letter template will come in handy, and you need to be sure that you are using the right hold harmless form style for your needs. This guide will help you to write a proper and binding hold harmless agreement template that you can use for a variety of different needs.


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Hold Harmless (Indemnity) Agreement
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Hold Harmless Agreement Templates

What is a Hold Harmless Agreement?

A Hold harmless agreement, also known as an indemnity agreement, is a legal document that states that the risk involved in a situation or action is transferred from one party to another party. The party that is taking on the risk is the promisor, and the party that is transferring the risk is the Promisee. The Promisor will indemnify (hold harmless) the Promisee against any future claims related to losses and damages that might be related to any given activity.

There are some common elements to these documents, but the essential theory is that the document frees the Promisee of any blame should the Promisor get hurt in any serious way. Property damage can also be included in this consideration if there is any chance that this might take place as well. Since property damage can be quite expensive, this can be critical in cases where this outcome could come to pass.

These agreements often include some standard elements to be considered valid. These elements are as follows:

  • Promisor information to include the name and address of the person or corporation that is making a promise to indemnify
  • Promisee information that also includes the name and address of the person or the business entity that is receiving the indemnity
  • Activity information that describes the nature of the contract or the agreement between the two parties that might cause losses or damages to occur.
  • Indemnity information that states what items are covered under the indemnity portion of the agreement. This can be a very detailed section, or it can be quite generalized depending on the nature of the activity that is involved.

There are some other names for the legal parties involved in these contracts. The Promisor could also be called the Indemnitor of Indemnifier. They might also be called the Indemnifying Party. The Promisee can also be called the Indemnitee or the Indemnified Party. All of these different legal terms are considered valid when drafting and using a hold harmless agreement template.

Hold Harmless Forms

What Are the Obligations That Are Agreed Upon?

The Promisor in any indemnity agreement, is promising to indemnify and to hold harmless the Promisee. This term can also be stated as the Promisor “defending” the Promisee. When you are writing this kind of document, you need to know what the terms in your hold harmless agreement template mean. It can be easy to confuse these terms, but if you do, your agreement will be invalid. Getting the terminology right is critical when you are drafting hold harmless agreements of any kind.

  1. Indemnify. This term means that the Promisor will reimburse the Promisee for losses or damages that take place surrounding the activity that is named in the holder harmless agreement.
  2. Hold Harmless. This legal term means that the Promisor will not sue or hold the Promisee liable for injuries and damages that are related to the activity that is covered in the hold harmless agreement template.
  3. Duty to Defend. The clause that talks about the duty to defend that is involved in the hold harmless contract means that the Promisor will defend the Promisee against any third-party lawsuits or legal actions that take place against them as a result of the actions that are related to the hold harmless agreement.

The Indemnity agreement portion of the contract can also be called by different names. These names are:

  • Hold Harmless Agreement
  • Indemnification Agreement
  • Contract of Indemnity
  • Indemnity Contract
  • No-Fault Agreement
  • Reparation Agreement
  • Assumption of Liability Agreement
  • Agreement to Indemnify

All of these terms are valid, and all of them can be used in your hold harmless agreement template if you wish.

Hold Harmless Agreement Examples

How Do You Write a Hold Harmless Agreement?

There are some basic items that need to be included in all hold harmless agreements. Drafting a hold harmless agreement that will hold up in court or when someone wants to make a claim for damages or injuries related to an activity is important. You need to be sure that your hold harmless agreement template was written with all the proper elements for it to be valid.

Your hold harmless agreement needs to include the following information to be considered valid:

  • Promisor and Promisee names (legal and complete)
  • The activity that is giving rise to the possibility of indemnity
  • Where the Promisor and Promisee live/ are taking the action that have led to the indemnity
  • When the agreement is effective (date/time)
  • Why the Promisor is not obligated to the Promisee – this needs to be quite detailed in some cases
  • How broad the nature of the indemnity needs to be to cover the bases for the activity in question

When drafting the indemnity portion of the contract, make sure that you identify restrictions that might need to be placed on the indemnity itself. Maybe you will limit this indemnity to personal injury or death, or maybe you want to cap the amount of property damage that is covered under the indemnity. There are many unique situations that might need to be covered in this part of the agreement, and you need to be careful to put all the relevant information into this part of the contract to protect yourself properly.

The notice of the claim part of the hold harmless needs to talk about the claims that can be filed and what the limitations of the filing dates are as well. These agreements cannot be made without set end dates, or else the other party could use the contract for your entire life in many different situations.

The segment of the agreement that is related to the duty to defend needs to make sure that the Promisor is given the right to defend the claim. The promise could pursue the security of the claim without this clause and seek reimbursement. This would nullify the entire reason for the hold harmless agreement template and its creation.

Some Other Legal Terms to Know

You will need to be aware of some other legal terms that might need to be included in this document as you draft it. You should be careful to refer to these items properly to prevent issues with your hold harmless agreement should it need to be enforced.

  • Amendments – must be agreed upon in writing and signed on by both parties
  • Notices – when these activities are going to take place, the notices of the actions might need to be sent out to various parties
  • Governing laws– these are the state’s laws that are referenced in the agreement when it is drafted
  • Disputes– this is the information about how disputes related to the hold harmless agreement will be determined. This might be litigation, arbitration, mediation, or some combination thereof.
  • No waiver– this means that the waiver and the agreement must be in writing
  • Severability– this means that if any one part of the agreement is ruled to be invalid, the rest of the agreement is not impacted
  • Counterparts- this term means that the agreement can be signed separately
  • Entire agreements– in this situation, the agreement will supersede all other prior agreements that might have been entered into

Hold Harmless Agreement Forms

Are Hold Harmless Agreements Legal?

Overall, these agreements are considered to be legal if they are documented correctly and signed by both parties. There are various reasons that your hold harmless agreement might not hold up in court, but this is typically due to errors in the drafting of the agreement and not the nature of these agreements in a legal context.

This is why it is so important to correctly draft your hold harmless agreement template. You should never agree to or sign a document that is not carefully constructed for a variety of reasons. The fact that your agreement might not hold up in court is critical, but sometimes incorrectly written legal documents can have the opposite effect of what was intended. Being held harmless for something that has happened that hurt someone or caused property damage is not your goal when you draft a hold harmless agreement. Make sure that your hold harmless agreement is created properly and includes all the right information to avoid this issue.

Is a Hold Harmless Agreement The Same As A Waiver?

Overall, these two legal terms can be used interchangeably. A waiver is often used for things that you engage in doing that you know could be dangerous. These are actions like skydiving or even going on boat trips or other kinds of adventures that carry with them some risk. The hold harmless agreement is sometimes more detailed in a broad sense and might not carry the overarching hold harmless language that a waiver will offer up.

Waivers are intended to release all indemnity for the long term and for specific circumstances without having to name every single possible accident or negative outcome that could come to pass related to an activity or some kind of event. Both of these documents are considered to remove the responsibility or blame for someone’s harm or property damage but they might have slightly different terms related to the extent of the release in question.

Make sure that you ask about a hold harmless agreement if there is only a waiver in place for an activity or event. You might want to have both documents in place if the waiver is not specific to the activity that is taking place. Being protected properly is important and there are some key differences in how these two documents are used in some cases. Being sure that you are being fully protected in the event of injury or property damage matters.

Make sure that you consider if you want to offer broad indemnification in a situation or limited indemnification. Broad indemnification offers up a promise against all negligence, all harm, and all property damage. Limited indemnification offers up a promise against negligence and can be very specific to a unique situation. This might not extend to third parties and their actions which can be problematic in some cases.

Drafting Hold Harmless Agreements Properly is Important

When you are creating a hold harmless agreement template, you need to be sure that you are creating a document that is going to protect you or other parties properly. You do not want to use too broad of language if that is not the right kind of protection for a certain situation, and you do not want to forget to include all the parts of the hold harmless agreement to be sure that it will hold up in court and protect you properly.

Hold harmless agreements are quite common in many industries, and you might need to have this kind of template on hand for any activity that you engage in that might carry risk with it. Even having a friend over to ride your horse might necessitate a signature on a hold harmless agreement. Use these tips to help you to write a quality hold harmless agreement that will be useful when you need legal protection from responsibility for injury or damages. You will not regret having taken the time to draft a proper hold harmless agreement when you need these legal protections.

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Tagged:AgreementsBusinessHold HarmlessHold Harmless AgreementLegal
TemplateLab December 19th, 2022
Ryan Duffy
Ryan Duffy