Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.

Is notarization required for validity?

Not usually for private contracts; however, certain states or specific transaction types may require acknowledgement or notarization. Confirm local notary rules if relying on notarization as evidence.

What if the clause is too broad?

Courts may narrow or refuse to enforce overly broad indemnity obligations. Limit scope, carve out gross negligence or willful misconduct where required by state law.

Should insurance be required?

Yes. Requiring minimum insurance limits and naming the indemnitee as an additional insured creates practical recovery paths and supports indemnity obligations.

Who should review the agreement?

Have counsel and your insurer review the clause to ensure it aligns with statutory limits, industry norms, and your policy coverage before signing.

How long to retain executed copies?

Retain executed agreements for the contract term plus at least three years; industry-specific rules may require longer retention (e.g., HIPAA six years).

Electronic Signature
Templates
Miscellaneous
Liability Hold Harmless Agreement

Liability Hold Harmless Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

LIABILITY HOLD HARMLESS AGREEMENT

This Liability Hold Harmless Agreement (the Agreement) is entered into as of Effective Date: by and between the parties identified below.

Indemnitor Name: Indemnitor Address: Indemnitee Name: Indemnitee Address:

RECITALS

WHEREAS, Indemnitor: will perform certain services or activities for or on behalf of Indemnitee; and

WHEREAS, the parties desire that Indemnitor assume responsibility for liabilities, claims, losses and expenses arising out of Indemnitor's acts or omissions in connection with the services set forth in this Agreement; and

WHEREAS, the parties intend that the provisions of this Agreement allocate risk and establish the terms under which Indemnitor will defend, indemnify and hold harmless Indemnitee.

SCOPE OF WORK

Indemnitor shall perform the following services, duties and activities (collectively, the Services). The Services shall include, without limitation, the tasks described below:

PAYMENT TERMS

Fee/Compensation Amount: Payment Schedule Late Payment Fee (amount or percent)

TERM AND TERMINATION

Term Start Date: Term End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice delivered in accordance with the Notices provision, if the breaching party fails to cure within days after receipt of such notice.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with performance under this Agreement. "Confidential Information" means nonpublic information disclosed in writing or other tangible form and identified as confidential, or disclosed orally and confirmed in writing within 30 days. The receiving party shall (a) hold Confidential Information in strict confidence; (b) use it only for performance under this Agreement; and (c) not disclose it except to employees, agents and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for years, except with respect to Confidential Information that becomes public through no breach by the receiving party or is required to be disclosed by law.

INDEMNIFICATION AND HOLD HARMLESS

Indemnitor shall indemnify, defend and hold harmless Indemnitee and Indemnitee's officers, directors, employees, agents and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from (a) Indemnitor's performance of the Services; (b) Indemnitor's breach of this Agreement; or (c) the negligent or willful acts or omissions of Indemnitor or its employees, agents or contractors, except to the extent caused by Indemnitee's gross negligence or willful misconduct.

The obligations to indemnify include the duty to defend Indemnitee upon written notice of claim. Indemnitor may not settle any claim that imposes liability or obligations on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld.

INSURANCE

During the term of this Agreement, Indemnitor shall maintain insurance coverage sufficient to cover its obligations hereunder, including commercial general liability insurance with limits no less than:

General Liability Limit: Additional Insurance Requirements / Notes

LIMITATION OF LIABILITY

Except for indemnification obligations, gross negligence, willful misconduct, or other liabilities that cannot be limited by law, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages.

GOVERNING LAW

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this provision.

Indemnitor Notice Address Indemnitee Notice Address

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be binding unless executed in writing by both parties.

Indemnitor Name:

By:

Date:

Indemnitee Name:

By:

Date:

What a Liability Hold Harmless Agreement Is

A Liability Hold Harmless Agreement is a contract where one party (the indemnitor) agrees to assume responsibility for claims, losses, or damages that might arise from the acts or omissions of another party (the indemnitee). These agreements allocate risk between parties for specific activities, projects, or transactions and commonly appear in contracts for services, events, construction, and property use. They define scope, limits, exceptions, and procedures for claims and can include related provisions such as defense obligations, insurance requirements, and notice and cure periods.

Why Parties Use a Liability Hold Harmless Agreement

Hold harmless clauses reduce ambiguity about who pays for third-party claims and losses, improve risk allocation between contracting parties, and establish procedures for defense, settlement, and notice. Proper drafting clarifies insurance obligations, financial exposure, and the duration of indemnity.

Common Users and Signing Parties

Typical users prepare or sign these agreements when transferring risk between counterparties in commercial, property, or event settings.

Small businesses and contractors who perform work that could cause property damage or third-party injury and want to limit direct liability exposure.
Property owners and landlords who require vendors, tenants, or guests to assume responsibility for certain activities on their premises.
Event organizers and venue operators who need vendors, exhibitors, or performers to accept responsibility for losses arising from their acts.

Parties should identify authorized signers and confirm any insurer or lender consent required before execution.

Who Typically Signs

General Contractor

Project manager or authorized corporate officer signs on behalf of a contracting firm to accept indemnity obligations, often after confirming insurance limits with the insurer and coordinating subcontractor flow-down clauses.

Property Owner

Owner, property manager, or authorized representative signs to receive indemnity protections, and they typically require proof of insurance and naming the owner as an additional insured where appropriate.

Core Elements to Include in the Agreement

A clear agreement contains defined parties, the indemnity scope, exclusions, duration, financial limits, and dispute resolution terms to reduce ambiguity and enforceability risk.

Parties

Identify full legal names and business entity types for indemnitor(s) and indemnitee(s), including mailing addresses and contact information for notices.

Scope of Indemnity

Specify precisely which claims, losses, damages, and liabilities are covered and whether defense costs are included or excluded.

Exclusions

List exclusions such as gross negligence, willful misconduct, or statutory liabilities the parties do not intend to indemnify.

Monetary Limits

State caps, deductibles, or insurance-required minimums that limit the indemnitor’s financial exposure and require proof of coverage.

Duration

Define when indemnity begins and ends, including survival clauses that extend obligations beyond termination where appropriate.

Governing Law & Notices

Select governing jurisdiction and provide notice procedures, dispute resolution, and service methods to avoid procedural disputes.

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

Follow these sequential steps to prepare, review, and execute a clear and enforceable liability hold harmless agreement.

01

Draft the Parties: Enter full legal names and contact details for each party.
02

Define Scope: Specify covered activities, claims, and whether defense costs apply.
03

Set Limits: Include monetary caps, insurance requirements, and deductibles.
04

Sign and Date: Obtain authorized signatures and record the execution date.

How Electronic Completion and Signing Works

Online completion follows a predictable workflow that preserves intent, attribution, and a detailed audit trail required for enforceability.

Upload Document: Sender uploads the agreement in PDF or DOCX format.
Place Fields: Drag signature, date, and text fields onto the document.
Send to Signers: Add signer emails or generate secure signing links.
Capture Audit Trail: Platform records timestamps, IP addresses, and actions.

Recommended Digital Workflow Settings

Use consistent authentication and field rules to reduce signer friction while preserving legal evidence of intent and attribution.

Field	Configuration
Authentication Level	Email + SMS code for consumer-facing agreements
Signer Order	Set sequential order when sign-off workflow matters
Required Fields	Make names, signature, date mandatory
Attachments	Require proof of insurance attachment where needed

Technical Considerations for eSigning

Choose a platform that supports strong security, required integrations, and the formats you need for audit and storage.

Supported Formats: PDF, DOCX, HTML, XLS
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, SSO

Confirm the vendor provides tamper-evident signed PDFs and an audit trail that meets ESIGN and UETA legal tests.

eSignature Vendor Pricing and Feature Snapshot

Compare starting prices and key capabilities relevant to signing and storing hold harmless agreements; signNow is listed first for reference.

	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 card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Security and Compliance Considerations

Encryption In Transit: TLS 1.2/1.3

Encryption At Rest: AES-256

Certifications: SOC 2 Type II

Regulatory Support: HIPAA (BAA required)

FDA/21 CFR: 21 CFR Part 11 supported

Standards: ISO 27001

Risks and Consequences of a Poorly Drafted Agreement

Unenforceability: Clause may be void if overbroad

Excess Liability: Unexpected financial exposure

Insurance Gaps: Coverage may not extend to indemnity

Litigation Costs: High defense and settlement expenses

Regulatory Risk: Industry rules may limit indemnity

Tax Consequences: Consideration handling and reporting

Common Preparation Errors to Avoid

Using vague language such as 'all claims' without defining scope, which can lead to disputes over intent and coverage.
Failing to confirm signatory authority or corporate resolutions, risking challenges that the signer lacked power to bind the entity.
Omitting insurance requirements or minimum limits, leaving the indemnitee without practical remedies to recover damages.
Neglecting governing law and notice provisions, which increases friction and procedural defenses in later disputes.

Key Dates and Timing to Track

Track execution, effective dates, and any conditional milestones to ensure obligations and limitations are enforceable and timely.

Execution Date:

Date parties sign; use MM/DD/YYYY

Effective Date:

When indemnity obligations commence

Notarization:

If required, notarize promptly per state rules

Insurance Proof:

Obtain certificates before work begins

Retention Start:

Begin record retention on execution date

Typical Agreement Lifecycle

A sequential view of milestones from drafting through storage helps ensure compliance and readiness for potential claims.

01

Drafting

Prepare clear clauses, identify parties, and set limits

02

Review

Legal and insurance review for enforceability

03

Execution

Sign, date, and notarize if needed

04

Storage

Securely archive executed copies and audit logs

FAQs and Troubleshooting

Answers to frequent questions about enforceability, electronic signing, and common drafting pitfalls for hold harmless agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.
Is notarization required for validity?
Not usually for private contracts; however, certain states or specific transaction types may require acknowledgement or notarization. Confirm local notary rules if relying on notarization as evidence.
What if the clause is too broad?
Courts may narrow or refuse to enforce overly broad indemnity obligations. Limit scope, carve out gross negligence or willful misconduct where required by state law.
Should insurance be required?
Yes. Requiring minimum insurance limits and naming the indemnitee as an additional insured creates practical recovery paths and supports indemnity obligations.
Who should review the agreement?
Have counsel and your insurer review the clause to ensure it aligns with statutory limits, industry norms, and your policy coverage before signing.
How long to retain executed copies?
Retain executed agreements for the contract term plus at least three years; industry-specific rules may require longer retention (e.g., HIPAA six years).

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