When entering into a business arrangement, event, or professional service, there’s often a risk that one party could face legal claims or liability because of the actions of the other. A Hold-Harmless Agreement is used to clearly state who will bear the responsibility if something goes wrong. It offers peace of mind by shifting liability away from one party and placing it on another.

What is a Hold-Harmless Agreement?

A Hold-Harmless Agreement (also called an indemnity agreement) is a legal contract where one party (the Indemnifying Party) agrees to take responsibility for certain risks, damages, or claims that may arise during or after an activity, project, or transaction. The other party (the Indemnified Party) is released from liability for those specific risks.

This type of agreement is especially common in business relationships, event planning, consulting arrangements, construction projects, and any situation where physical, financial, or legal risks may occur.

Why Use a Hold-Harmless Agreement?

Hold-Harmless Agreements offer important protection in situations involving risk or potential claims. Their benefits include:

1. Limiting exposure to liability for the Indemnified Party.
2. Clarifying risk allocation between parties in case of legal disputes.
3. Encouraging cooperation in activities that involve shared risks.
4. Protecting against third-party claims, especially in high-risk environments.

By putting indemnification terms in writing, parties avoid uncertainty and ensure everyone understands their responsibilities in the event of a problem.

How to Create a Hold-Harmless Agreement with Bind

With Bind, creating a customised Hold-Harmless Agreement is fast and stress-free. Choose the agreement type, answer simple questions about the parties involved and the activity covered, and let Bind generate a clear document tailored to your needs.

You can edit the contract manually or with AI, share it for digital signature, and store it securely for future use—all in one place.

What Should a Hold-Harmless Agreement Include?

A solid Hold-Harmless Agreement should include:

• Parties to the agreement
• Description of the activity where liability might arise
• Hold-harmless obligation
• Limitation of liability
• Duration
• Miscellaneous terms (e.g. dispute resolution, amendments, notices)
• Governing law and jurisdiction

Common Questions About Hold-Harmless Agreements

Is a Hold-Harmless Agreement legally binding?
Yes—when signed by all parties, it is fully enforceable and can limit or shift legal responsibility from one party to another.

What is the difference between an indemnity clause and a hold-harmless clause?
The terms are often used together. A hold-harmless clause typically protects a party from being sued, while an indemnity clause covers any losses, costs, or legal fees resulting from a claim.

Can the agreement protect against all types of claims?
No. Most agreements do not cover claims arising from the Indemnified Party’s own negligence, fraud, or wilful misconduct. The limitation clause should clearly state these exclusions.

How long does the obligation last?
It depends on the agreement. A typical term might last 1–2 years after the relevant activity ends.

Do I need one even if we have insurance?
Yes. A Hold-Harmless Agreement adds another layer of protection and clarity—even if you also have business or liability insurance in place.

What Happens If You Don’t Use a Hold-Harmless Agreement?

Failing to use a Hold-Harmless Agreement can expose you to:

• Unexpected legal claims, even if the issue wasn’t your fault.
• Disputes about responsibility, especially if something goes wrong during a shared activity.
• Costs for legal defence, settlements, or damages that could have been avoided or passed on.

Without an agreement in place, courts may rely on general legal principles—which might not reflect what either party intended. A written Hold-Harmless Agreement puts the terms of liability in black and white.

Hold-Harmless Agreement – free template

This Hold-Harmless Agreement (“Agreement”) is entered into by and between:

(1) [Company Name], a company incorporated in [Country], with Company Number [Number], and having its registered office at [Address] (the “Indemnifying Party”); and  
(2) [Company Name], a company incorporated in [Country], with Company Number [Number], and having its registered office at [Address] (the “Indemnified Party”).

WHEREAS, the Parties are entering into this Agreement in connection with a [Specify the activity and any agreement]; and  
WHEREAS, the Parties acknowledge that risks or liabilities may arise from this activity.

NOW, THEREFORE, the Parties agree as follows:

1. Hold-Harmless Obligation
The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party from any claims, damages, losses, or legal costs arising from activities related to this Agreement, except as limited below.

2. Limitation of Liability
This indemnification does not apply to claims resulting from the Indemnified Party’s own negligence, fraud, or intentional misconduct.

3. Duration of Obligation
The indemnification obligation shall remain in effect for [number] years following the conclusion of the covered activity.

4. Miscellaneous
- This is the full agreement between the Parties.  
- Changes must be in writing and signed.  
- If any clause is invalid, the rest remains effective.

5. Governing Law and Jurisdiction
This Agreement is governed by the laws of [Country]. The parties submit to the exclusive jurisdiction of the courts of [City].

Signatures
This Agreement has been signed digitally.

Create a Hold-Harmless Agreement in minutes with Bind

Bind is the easiest way to create clear, professional agreements that protect your business from legal risks. Use Bind to draft, edit, sign, and manage your Hold-Harmless Agreement with confidence—all from one platform.