Hold Harmless

Let us be really honest here----not everyone actually reads the statements and clauses before clicking
the I Agree To The Terms And Conditions box when we sign-up for something online. Chances are,
most of us also do not go through the nitty-gritties of contracts in real life. Because truth be told, those
things are too wordy and sometimes, those nerdy jargons get in the way. Who wants to read
something so boring and barely understandable anyway? So the tendency is just to get it over with and
sign as quickly as we can, right?
However, as any person in the legal profession would tell you, it pays to actually read the content and
the fine print before signing any kind of document. So, for those of us who are not lawyers and not
well versed with the legal language, here is a brief yet important lesson on something called hold
harmless.
You may or may not have seen this, but hold harmless is a necessary concept, especially for a range
of people---- the owners of real estate and businesses, contractor and even those members of a sports
club.
What is hold harmless?
Hold harmless is basically a stipulation or term that specifies an agreement between one or both
parties regarding the legal liability for loss, damage, or harm arising out of the contract. The provision
includes a manner of determining the compensation or indemnity should the need arise.

Definition of Hold Harmless Clause

Hold harmless clause in a legal contract or agreement means that a person, organization, business or
otherwise called a party is not responsible or liable for any loss, injuries, or damages to another party
who has signed the contract.
Hold harmless clause is also called hold harmless provision, Hold Harmless Agreement, or waiver of
liability. They are stipulations that are commonly found in the section of leases and easements of
contracts. . Most of the time, an individual is asked to sign a hold harmless form or a hold harmless
letter before undertaking an activity with a certain amount of risk involved.
In simplest terms, the hold harmless agreements purpose is to transfer the risk from one party to
another and to save the other party from the possible legal consequences (money, damages, etc.) in the
event of harm.
Kinds of Hold Harmless Clauses
1. Limited Party B is not held responsible and cannot be sued for the effects of Party As
negligence
2. Intermediate Party A doesnt not hold Party B responsible for the negligence of Party A or
both parties
3. Broad Party A holds Party B harmless for lawsuits against based on the following
circumstances:
Sole negligence of A
Joint negligence of A and B
Sole negligence of B
When to use hold harmless agreement:
1. When you are leasing your property or facility and you want protection from liabilities in
cases of damages or loss experienced by the other party.
2. A person, supplier, or contractor will be doing services for you and you do not want to be
sued if a third party is harmed.

3. You want to protect others from being sued because of your activities.
Some examples of Hold Harmless Clauses
1. A sports club contract for members may stipulate that the members accept all risks involved
with their sporting activity---including injury or death. Members cannot sue the sports club
for any injury they may sustain while participating in sports activities at the sports club.
2. In the field of real estate construction, workers are made to sign a hold harmless agreement to
stating that they recognize the nature of the construction tasks and frees the contractor and the
real estate developer from responsibility should a work-related accident happen.
3. When doing your home renovation with a contractor, you may want to protect yourself from a
lawsuit in case your delivery man or the mailman sustains injury by tripping in your property
amidst construction.
An example of hold harmless agreement template from the Risk Transfer Manual (page 16) published
by C.M. Althoff Co. in 1999
To the fullest extent permitted by law, the (contractor/vendor) agrees to defend (including
attorneys fees), pay on behalf of, indemnify, and hold harmless the (entity), its elected and
appointed officials, employees and volunteers and others working on behalf of the (entity)
against any and all claims, demands, suits or loss, including all costs connected therewith, and
for any damages which may be asserted, claimed or recovered against or from the (entity), its
elected and appointed officials, employees, volunteers or others working on behalf of the
(entity), by reason of personal injury, including bodily injury or death and/or property
damage, including loss of use thereof, which arises out of or is in any way connected or
associated with this contract.
How to create a hold harmless agreement:
1. Prepare the following information
-Name and address of the party who will be protected from liability
-Name and address of the party providing protection from liability
-Person to sign on behalf of the party being protected
-Person to sign on behalf of the party providing protection
-Date of agreement and enforcement of the provisions
-State laws that apply (this varies from different states)
2. Follow the sample stated above to make your draft.
3. If it will be a large-scale project you are undertaking such as in the case of real estate or
business, it is best to consult with a lawyer regarding the enforceability of the hold harmless
in your state.
4. Print your hold harmless agreement in several copies.
5. Have the parties sign in the designated areas. Have lawyers present in the signing if
necessary.
6. Keep your copy in a safe place. Who knows when you might have to bring it out again?
See, the hold harmless clause is a pretty useful piece of legal information that is great to have in mind.
Hopefully you can apply it well and you will not be caught in any legal issues relating to it.