A hold harmless agreement is a promise by one party to cover the other's losses if a claim comes out of a shared activity or project. It shifts risk, which is why you see it in construction jobs, equipment rentals, events, and contractor work. Signing one spells out who carries the liability before anything goes wrong.
Free to use. Legally binding under the ESIGN Act, UETA, and eIDAS.Updated July 2026 by Document eSign
A hold harmless agreement is a contract in which one party agrees not to hold the other responsible for certain losses, damages, or claims tied to an activity or relationship. In plain terms, it moves the risk of something going wrong from one side to the other. It is closely tied to indemnification; the phrase you will often see is 'indemnify, defend, and hold harmless,' and in most states those words work together to make one party cover the other's costs. A hold harmless promise can live as a clause inside a larger contract, like a lease or a construction agreement, or stand on its own as a short document like this one. What it does not do is erase everyone's rights: it allocates responsibility between the two parties, and courts read it narrowly.
Who uses it
A contractor and a property owner allocating job-site riskAn event organizer and the venue hosting itSomeone lending equipment, a vehicle, or a space to another personA business hiring a vendor or service providerA landowner letting others use their property for an activity
What's inside
The two parties, named and addressed
A clear description of the activity or project it covers
The operative 'indemnify, defend, and hold harmless' language, one-way or mutual
A carve-out for what is not covered, such as gross negligence and intentional acts
An optional insurance and additional-insured requirement
A note that it does not affect the rights of non-parties
A severability clause so one bad line does not sink the rest
A governing-law line and a signature block for both parties
HOW IT WORKS
From template to signed in three steps.
01
Start from the template
Open it in the editor with the fields already mapped, or download the DOCX to edit offline.
02
Add signers and send
Drop signature and date fields, then route each party in order or in parallel.
03
Get a sealed copy
Everyone signs, and you get a tamper-evident PDF plus an audit certificate.
Free forever. No credit card. Your recipients sign with no account.
The details
Everything to know before you send it.
1
How to fill it in
The document is short, but two choices carry all the weight: what activity it covers, and which direction the protection runs.
Parties: full legal names and addresses of both sides.
Activity: describe the specific work, event, rental, or relationship. A vague scope is the easiest way to get the clause narrowed or ignored later.
Direction: decide whether it is one-way (only one party is protected) or mutual (each protects the other), and keep the matching paragraph.
Insurance: add the insurance section only if you actually want to require coverage; otherwise delete it.
Both parties sign. There is real consideration here, so make sure each side is genuinely getting something for signing.
2
One-way vs. mutual
A hold harmless agreement runs in one direction or both. In a one-way (unilateral) agreement, only one party is protected; this fits when one side carries most of the risk, like a contractor protecting the owner whose property they are working on. In a mutual (reciprocal) agreement, each party protects the other for its own conduct; this fits a more balanced deal where both sides can cause a problem. Pick the one that matches who actually creates the risk, and do not reach for mutual language just because it sounds fair.
3
The three forms, and why 'broad form' often fails
Hold harmless clauses come in three scopes, and they are not equally enforceable. A limited form covers only the indemnitor's own negligence; it is the narrowest and the most likely to hold up. An intermediate form covers the indemnitor's sole negligence plus the parties' joint negligence, and it is the common structure in construction contracts. A broad form goes furthest, making one party cover the other even for the other party's own sole fault. That broad version is exactly what the majority of states restrict or void, especially in construction, through anti-indemnity statutes; the reasoning is that a party fully indemnified for its own carelessness has little reason to be careful. This template stays on the enforceable end, covering each party for its own acts rather than the other side's sole fault.
4
Hold harmless vs. waiver vs. indemnification
These three get mixed up, so keep them straight. A hold harmless or indemnification clause shifts responsibility for the other party's or a third party's claims onto the indemnitor: 'I will cover you if someone sues you or you take a loss.' A waiver or release of liability is different; it is you giving up your own right to sue for your own future injuries: 'I will not sue you if I get hurt.' Recreational and rental forms often bundle the two, but they are separate tools. And waivers are treated with more suspicion: a few states, including Louisiana, Montana, and Virginia, refuse to enforce waivers of liability for personal injury at all, so a signed waiver in those states may be worth nothing.
5
What courts will and will not enforce
A clear hold harmless agreement backed by real consideration is generally enforceable, but with firm limits. Courts read these clauses strictly against the party that drafted them, so ambiguous language gets resolved against you; spell out exactly what is covered. No hold harmless or waiver can shift liability for gross negligence, reckless or willful misconduct, or intentional acts, and none can override a statute or public policy. In construction, the anti-indemnity statutes described above can void an overbroad clause outright. The safest agreement is specific about the activity, honest about who bears which risk, and modest about what it claims to cover.
6
Common mistakes
Most hold harmless problems trace back to overreaching.
Writing the scope so broadly that a court narrows or strikes it.
Trying to cover gross negligence, willful acts, or intentional conduct, which no clause can do.
Leaving out consideration, or the specific activity, so the clause is vague.
Using a broad-form clause where a construction anti-indemnity statute voids it.
Assuming the agreement blocks all lawsuits; it allocates cost between the parties, it does not extinguish an injured person's claim.
7
When to talk to a lawyer
A simple hold harmless between two parties for a low-risk activity is often fine from a solid template. Get a lawyer involved when the stakes climb: any construction contract, where anti-indemnity statutes vary sharply by state; high-risk activities; large-dollar exposure; or a deal where this clause is the main thing standing between you and a big loss. In those cases the wording and your state's law decide whether the protection is real or just paper.
This template and the guidance on this page are provided for general information only and are not legal advice. Laws differ by country and state, so review the final document against your own situation and have a qualified lawyer check anything high-value or regulated before you sign.
FAQ
Questions, answered.
What is a hold harmless agreement?
It is a contract in which one party agrees not to hold the other liable for certain losses, damages, or claims from an activity or relationship. It shifts risk from one side to the other and is closely tied to indemnification. It can be a clause inside a bigger contract or a standalone document like this one.
What is the difference between a hold harmless agreement and a waiver?
A hold harmless or indemnity clause covers the other party for claims brought against them, including third-party claims: 'I will cover you.' A waiver or release is you giving up your own right to sue for your own injuries: 'I will not sue you.' They are often used together but are legally different tools.
Is a hold harmless agreement legally enforceable?
Usually yes, if it is clear and supported by consideration, but with limits. Courts read these clauses strictly against the drafter, will not enforce them for gross negligence or intentional acts, and will not let them violate a statute or public policy. In construction, anti-indemnity statutes can void an overbroad clause.
Can a hold harmless agreement cover gross negligence?
No. Ordinary negligence and everyday accidents within its scope are fair game, but courts draw a hard line at serious wrongdoing. A clause that tries to sign away responsibility for gross negligence, or for reckless or deliberate conduct, is one almost no state will enforce.
Should my agreement be one-way or mutual?
It depends on who carries the risk. Use a one-way agreement when one party bears most of the exposure, like a contractor protecting a property owner. Use a mutual agreement when both parties can cause a problem and each should cover its own conduct. Match the direction to reality rather than defaulting to mutual.
Does a hold harmless agreement need to be notarized?
Generally no. A hold harmless agreement is valid when both parties sign it with the intent to be bound, and an electronic signature works. Notarization is not usually required, though a party may ask for it to remove any doubt about who signed. Check the requirements of any larger contract it is part of.
What is the difference between broad form and limited form?
It is about whose fault is covered. A limited form covers only the indemnitor's own negligence and is the most enforceable. A broad form makes one party cover the other even for the other party's sole fault, and many states, especially in construction, void that version. An intermediate form sits between them and is common in construction contracts.
Do I need a lawyer for a hold harmless agreement?
Not for a simple, low-risk situation with a good template. Talk to a lawyer for construction contracts, high-risk activities, large-dollar exposure, or any deal where this clause is your main protection, because enforceability turns on precise wording and your state's law.
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