Hold Harmless Agreement Template
A hold harmless agreement, also known as an indemnification agreement, is an important legally binding document used between two or more parties to create protection from any potential losses, liabilities, claims, or damages for one of the parties during their involvement during a certain activity.
What’s in this Hold Harmless Agreement Template?
- This hold harmless agreement template is a universal form intended to help you create and customize your own hold harmless agreement.
- This template is broken down into sections to easily fill in the activity or activities a company or individual seeks to be protected from.
- Efficent tips to consider while drafting a hold harmless agreement.
Indemnity = Protection
Indemnity is defined as an obligation to reimburse any loss, damage, or liability incurred by another. Hold harmless agreements are beneficial for many reasons. Without a hold harmless (indemnity) agreement in place, a business opens itself up to liability potentially leading to legal action. Litigation is a lengthy process and companies run the risk of obtaning adverse judgments that arising from any misfortune or unforeseen circumstances.
This type of agreement can significantly reduce a party’s liability for any unforeseen loss or damage. An indemnification provision is usually found in most contracts. However, depending on the activity and circumstaqnces a separate or standalone hold harmless agreement may be necessary.
Hold harmless agreements aim to reduce any financial obligations a party may suffer in the event of any loss or damage under the terms or throughout the span of the agreement.
7 Common Uses of a Hold Harmless Agreement
Hold harmless agreements are found in across a variety of industries. Here are seven of the most prevalent circumstances where hold harmless agreements are used:
- Employers and employees
- Business-to-consumer (insurance policy, liability insurance, rental car services)
- Contractors or subcontractors subject to potentially dangerous activities, i.e., construction projects)
- Landlords and Tenants
- Dangerous activities (Parasailing, skydiving, or other risky activities)
Other names for a hold harmless agreement include:
- Indemnity Agreement
- Indemnification Agreement
- Assignment of Indemnity
- Waiver of Liability
- No-Fault Agreement
- Release of Liability
- General Release Form
- Standard Release
What are the Main Elements of a Hold Harmless Agreement?
All parties subject to the agreement should be identified. The main elements of a hold harmless agreement are:
- The Parties
- A detailed description of the activity or activities the inemnitee wishes to be indemnified from
- Any exceptions, if applicable
Depending on the circumstances the elements may vary. Boilerplate language and clauses are also found in many hold harmless agreements.
Common Mistakes and Consequences of not using a Hold Harmless Agreement
Laws related to indemnity and the components of hold harmless agreements can be tedious and complicated. It is critical to consult with an attorney to obtain legal advice before finalizing your hold harmless agreement.
Another common mistake is not having one. Without a hold harmless agreement in place a business opens itself up to legal action and adverse judgments that may arise from any misfortune or mishap.
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HOLD HARMLESS AGREEMENT
This Hold Harmless Agreement (“Agreement”) is being made and entered into on this ___ day of __________, 20__ by and between ___________________________________, located at _____________________________________________________________________________________(“Indemnitor”) and ___________________________________________, located at _____________________________________________________________________________________(“Indemnittee”).
WHEREAS, Indemnitee seeks protection against any personal liability, claim, action, suit, loss, or damage that may result from the Indemnitee’s participation in the below-described Activity/Activities.
WHEREAS, Indemnifier sees to minimize any hardship Indemnitee may suffer as the result of any personal liability, claim, action, suit, loss, or damage that might result from the Indemnitee’s participation in the below-described Activity/Activities.
IN CONSIDERATION THEREOF, and a condition of Indemnifier and Indemnitee entering into this Agreement and of other valuable consideration, such receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby acquiesce as follows:
HOLD HARMLESS. Indemnitee seeks to be protected from the below-defined Activity/Activities (“Activity”):
Indemnifier hereby agrees to indemnify and hold harmless Indemnitee, its respective subsidiaries or other affiliates, officers, agents, or employees, or permitted successors and assigns against any and all from any and all claims, including but not limited to, liability, demands, and causes of action of any kind arising from or related to any loss, damage, punitive damages, reasonable legal fees and costs of whatsoever, which result from the above-referenced Activity.
Further, Indemnitee wholly agrees to cooperate with Indemnifier in defense of any such claim or legal action against it, which Indemnitee seeks to be Indemnified for. Indemnifier agrees to use its best efforts and act in good faith to ensure Indemnitee is indemnified and reimbursed to all expenses including but not limited to fines, judgments, settlements, and any other amounts actually and reasonably acquired in relation with the defense of any claim or legal action resulting from Indemnitee’s participation in such Activity.
EXCEPTIONS. Indemnifier shall not be required to indemnify Indemnitee for any judgments, fines, expenses, settlements, and other obligations incurred as a result of the Indemnitee’s participation in the Activity/Activities: _________________________________________________________________________________________________________________________________________________________________________
TERMINATION. This Hold Harmless Agreement may be terminated at any time either by either Party by written notice to the other respective Party.
REPRESENTATIONS AND WARRANTIES. Both Parties understand and represent that they are completely authorized to enter into this Agreement. The performance and obligations of either the Parties will not infringe upon or violate the rights of any third-party or infringe or violate any other agreement between the Parties, individually, organization, business, any other person, or any law or governmental regulation.
SEVERABILITY. If any term or provision of this Hold Harmless Agreement is found invalid, unenforceable, or illegal in any jurisdiction, such shall not affect any other term or clause of this Agreement nor invalidate or deem unenforceable, such term or clause in any other jurisdiction.
WAIVER. No waiver by either Party of any of the clauses hereof shall be effective unless explicitly provided in writing and signed by the Party so waiving. No waiver by either Party shall operate or be construed as a waiver in relation to any failure, default, or breach not expressly identified by written waiver, either or similar or different character, and whether such occurs before or after such waiver. No failure to exercise, or delay to any right, power, privilege, or remedy arising from this Hold Harmless Agreement shall operate or be considered as a waiver. Neither shall a single or any partial exercise of any such right, remedy, power, or privilege preclude any other exercise of right, remedy, power, or privilege.
AMENDMENTS. This Hold Harmless Agreement may only be amended or terminated in writing agreed to and signed by both the Indemnifier and the Indemnitee.
LEGAL FEES. Shall a dispute between the parties result in legal action, the successful Party shall hold the right to recover its incurred legal fees, including but not limited to, any reasonable costs, and attorneys’ fees.
LEGAL AND BINDING AGREEMENT. This Agreement sets aside all prior discussions and writings and constitutes the entire Agreement between the parties concerning the subject matter hereof. This Agreement is legally binding between the named Indemnifier and Indemnitee, as identified herein.
GOVERNING LAW. This Agreement will be governed by and constructed in accordance with the laws of the State of _____________.
JURISDICTION. The courts of the State of ________________ are to have jurisdiction to settle and decide any dispute or claim arising out of or concerning this Hold Harmless Agreement.
COUNTERPARTS. This Hold Harmless Agreement may be executed in counterparts, each of which shall be considered an original, and all of which together shall be considered to be one and the same Agreement. A signed copy of this Hold Harmless Agreement delivered by fax, email, or any other method of electronic transmission shall be considered to have the same legal effect as delivery of an original signed copy of this Hold Harmless Agreement.
ELECTRONIC SIGNATURES. This Hold Harmless Agreement and related documents entered into in connection with this Agreement are signed when a Party’s signature is delivered electronically, and such signatures shall be considered in all respects as bearing the same force and effect as original signatures.
HEADINGS. Headings are inserted for the convenience of each Party to this Agreement and shall not be considered while interpreting this Agreement. Words displayed in the singular mean and include the plural and vice versa. Words in the masculine gender encompass the feminine gender and vice versa. Words presented in the neuter gender involve the feminine gender and masculine gender and vice versa.
ENTIRE AGREEMENT. This Agreement constitutes the sole and entire Agreement of the above-named Parties regarding the subject matter contained in this Agreement. It further supersedes all prior and contemporaneous understandings, agreements, representations, and warranties (written and oral), concerning such subject matter.
IN WITNESS WHEREOF, the Indemnifier and Indemnitee hereto have duly executed and have caused this Agreement duly to be executed and delivered as of the Effective Date.
Indemnifier’s Printed Name
Indemnitee’s Printed Name
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