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Legal Hold Harmless Agreement

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LEGAL HOLD HARMLESS AGREEMENT

This Legal Hold Harmless Agreement ("Agreement") is made as of the day of , by and between Indemnitor Name: (referred to herein as "Indemnitor"), and Indemnitee Name: (referred to herein as "Indemnitee").

RECITALS

WHEREAS, Indemnitor is engaged in activities, services or operations described as:

WHEREAS, as a condition to Indemnitee permitting Indemnitor to perform such activities or to otherwise participate in certain matters, Indemnitor agrees to defend, indemnify and hold harmless Indemnitee as set forth herein.

WHEREAS, Indemnitee requires contractual assurances against liability, loss, damage and expense arising from the Indemnitor's acts or omissions.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any demand, suit, action, arbitration, investigation, administrative proceeding, judgment, settlement or other allegation of liability asserted by a third party against an Indemnitee resulting from or arising out of the Indemnitor's performance or non-performance under this Agreement.

1.2 "Losses" means all losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable attorneys' fees and costs, incurred by an Indemnitee in connection with Claims.

2. INDEMNIFICATION AND HOLD HARMLESS

2.1 Indemnitor shall indemnify, defend and hold harmless Indemnitee, its affiliates, and their respective officers, directors, employees, agents and representatives from and against any and all Claims and Losses resulting from, arising out of, or in connection with (a) any negligent act or omission, willful misconduct, breach of this Agreement or violation of law by Indemnitor, its employees, agents or subcontractors; or (b) any allegation that Indemnitor's activities create liability for Indemnitee. This indemnity obligation includes payment of damages, judgments, settlements, penalties, interest, court costs and reasonable attorneys' fees.

2.2 The obligations of Indemnitor under this Section 2 shall not apply to the extent a Claim is caused by the gross negligence or willful misconduct of Indemnitee, as determined by a court of competent jurisdiction.

3. DEFENSE AND CONTROL OF CLAIMS

3.1 Promptly upon receipt of written notice of a Claim, Indemnitee shall notify Indemnitor in writing. Indemnitor shall have the right, at its option and expense, to assume the defense and control of any Claim with counsel of its choice reasonably satisfactory to Indemnitee. Indemnitor shall not settle any Claim that imposes any obligation or liability on Indemnitee without Indemnitee's prior written consent, which consent shall not be unreasonably withheld.

3.2 If Indemnitor assumes the defense, Indemnitee may participate in the defense at its own expense and shall cooperate fully with Indemnitor and its counsel. If Indemnitor fails to assume the defense, Indemnitee may defend the Claim and seek indemnification from Indemnitor for reasonable costs and attorneys' fees.

4. NOTICE OF CLAIMS

4.1 Indemnitee shall give Indemnitor prompt written notice of any Claim for which indemnity may be sought under this Agreement. Failure to give prompt notice shall not relieve Indemnitor of its obligations hereunder except to the extent Indemnitor is materially prejudiced by such failure.

5. COOPERATION

5.1 Each party shall cooperate, at the requesting party's expense, in the investigation, defense or settlement of any Claim, including making available witnesses and relevant documents and providing reasonable assistance in litigation or settlement negotiations.

6. INSURANCE

6.1 Indemnitor shall maintain insurance coverage appropriate to the nature of the activities described in this Agreement, including commercial general liability insurance and, where applicable, professional liability and employer's liability insurance, in amounts sufficient to cover its obligations hereunder. Upon request, Indemnitor shall provide certificates of insurance to Indemnitee evidencing such coverage.

7. LIMITATIONS; EXCLUSIONS

7.1 Except as expressly provided herein, neither party shall be liable to the other for incidental, consequential, indirect, punitive or exemplary damages; provided, however, that this exclusion shall not limit Indemnitor's indemnity obligations for Claims by third parties.

8. TERM; SURVIVAL

8.1 This Agreement shall commence on the effective date set forth above and shall continue for the duration of the Indemnitor's activities described herein. The obligations under Sections 2 through 7 shall survive termination or expiration of this Agreement to the extent claims arise from acts or omissions occurring during the term.

9. ATTORNEYS' FEES

9.1 In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party in addition to any other relief awarded.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below or at such other address as either party may designate in writing.

11. AMENDMENT; WAIVER; SEVERABILITY

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

11.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

14. COUNTERPARTS

14.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

15. MISCELLANEOUS

15.1 Remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or equity. The indemnity obligations hereunder are independent of any insurance or other indemnity obligation and shall not be limited by the availability of insurance proceeds.

Indemnitor Printed Name:

By:

Date:

Indemnitee Printed Name:

By:

Date:

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What a Legal Hold Harmless Agreement Does

A Legal Hold Harmless Agreement is a contractual provision in which one party (the indemnitor) agrees to assume liability, costs, or damages that may arise from a specific activity, relationship, or transaction, protecting the other party (the indemnitee) from claims by third parties. These agreements allocate risk for negligence, property damage, or third-party claims and may include defense and indemnification language, limitations, and conditions. They are commonly used in contracts, events, employment, construction, and property transactions to clarify responsibility and financial exposure between parties.

Why this Agreement Matters to Parties and Counsel

A clear Legal Hold Harmless Agreement reduces ambiguity about who pays for claims, helps manage insurance expectations, and documents responsibilities in case of third-party suit or loss, supporting predictable risk allocation.

Why this Agreement Matters to Parties and Counsel

Which People and Organizations Commonly Use This Agreement

Typical users include property owners, contractors, event hosts, vendors, landlords, and employers who need a written allocation of responsibility for specific activities or assets.

  • Contractors and subcontractors managing jobsite liability and indemnity obligations.
  • Property managers and landlords assigning responsibility for tenant actions or visitor injuries.
  • Vendors and event organizers shifting risk for services, equipment, or premises use.

Legal teams and procurement officers frequently draft or review these clauses to align them with insurance policies and applicable state law before execution.

Filling Out a Legal Hold Harmless Agreement: Step-by-Step

Follow these practical steps to complete the agreement accurately and reduce disputes later.

  • 01
    Identify parties: Enter full legal names and entity types for indemnitor and indemnitee.
  • 02
    Describe activity: Specify the covered activity, location, and time period precisely.
  • 03
    State scope: Define what claims and losses are covered and any exclusions.
  • 04
    Sign and date: Ensure authorized signers sign, date, and include witness/notary if required.

Common Questions About Legal Hold Harmless Agreements

Answers to frequent questions about enforceability, scope, and execution, with practical guidance for typical problems.


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Core Components to Include in a Professional Agreement

Ensure these six elements appear clearly to avoid ambiguity and align with insurance and legal expectations.

Parties

Full legal names, entity types, and contact information for indemnitor and indemnitee to identify who bears obligations.

Scope

Precise description of activities, locations, and times covered by the hold harmless and any limiting conditions.

Indemnity Language

Clear statement of which claims, losses, and legal costs the indemnitor will defend, indemnify, and hold harmless.

Limitations

Monetary caps, exclusions, or carve-outs for specific claim types and whether attorney approval is required for settlements.

Insurance Coordination

Requirements for types and minimum limits of insurance, primary vs excess allocation, and certificate delivery obligations.

Signature and Authority

Authorized signer names, titles, dates, and any required witness or notary blocks to confirm capacity and execution.

Essential Data Elements to Capture

Party Name: Full legal name
Entity Type: Individual or business form
Contact Address: Street, city, state, ZIP
Effective Date: MM/DD/YYYY
Insurance Terms: Types and limits
Signer Title: Authority for signature

Risks and Potential Consequences of an Improper Agreement

Unenforceability: Court may void overly broad waivers
Insurance Denial: Carrier may refuse coverage
Unexpected Liability: Party may face uninsured losses
Statutory Limits: State law may limit scope
Ambiguous Language: Leads to litigation
Incorrect Signatory: Signature invalidates contract

Practical Tips to Reduce Disputes and Improve Enforceability

Adopt consistent drafting and execution practices to minimize ambiguity and align indemnity language with insurance coverage.

Use precise definitions
Define terms such as 'claims', 'losses', and 'third parties' clearly to avoid broad interpretations that courts may construe against the drafter.
Limit scope where appropriate
If acceptable, carve out gross negligence or willful misconduct and set monetary caps to make indemnity obligations insurable and commercially realistic.
Coordinate insurance clauses
Require minimum insurance limits, specify primary or excess status, and obtain certificates to confirm carriers will defend covered claims.
Document authority
Include signer titles and attach board or corporate resolutions when an organization executes, to avoid later challenges to signatory authority.

Typical Execution Flow for an Agreement

A standard workflow ensures each party reviews, signs, and receives a copy with an audit trail or notarization if required.

  • Draft: Prepare terms and include insurance and signature blocks
  • Review: Legal and insurance counsel confirm language and limits
  • Sign: Authorized signers execute; notarize if state or context requires
  • Store: Archive signed copy with audit trail and certificate of completion

Real-World Use Cases and Experience

Organizations use hold harmless language across industries to transfer specific risks and formalize insurance responsibilities.

Martin Properties

A mid-size property manager used a hold harmless clause for tenant events to assign liability for third-party injuries.

  • The clause required certificate of insurance from organizers.
  • Resulting documentation clarified insurer responsibility, reducing the manager's exposure and simplifying claims handling.

Fertility Centers of Illinois

A healthcare provider added explicit indemnity and data-protection addenda for outside vendors.

  • Vendor provided HIPAA BAA and proof of coverage.
  • That approach aligned contractual obligations with regulatory privacy requirements and reduced administrative friction during audits.

Comparing eSignature Vendors for Executing This Agreement

Key vendor differences to consider for executing and storing Legal Hold Harmless Agreements; signNow is listed first per platform comparison norms.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Technical Considerations for Digital Execution and Storage

Verify integrations, file formats, and authentication options to match your workflow and compliance needs.

  • Integrations: Connectors for Salesforce, NetSuite, Microsoft 365, Google Workspace, Procore, Box, and Egnyte
  • File formats: Support for PDF, DOCX, and HTML for uploads and exports
  • Authentication: Options include email link, SMS code, KBA, and advanced signer verification

Ensure the chosen platform supports required compliance (ESIGN, UETA) and any industry-specific standards such as HIPAA BAA or 21 CFR Part 11 if applicable.

Download, Export, and Recordkeeping Options

Ensure you can export signed agreements in standard formats and retain tamper-evident records for audit and litigation support.

Signed PDF

Export a downloadable PDF with embedded audit trail and timestamp for admissibility and long-term storage.

Audit Report

Obtain an execution certificate showing signer email, IP, timestamp, and action log to support attribution.

Native DOCX

Keep an editable DOCX copy for internal drafting and version control prior to finalization.

Cloud Storage

Store signed records in secure cloud repositories with access controls and retention policies.

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