Free Hold Harmless (Indemnity) Agreement Template

A hold harmless agreement, also called an indemnity agreement, is a contract where one party agrees to protect another from certain legal claims or losses. The protected party is the indemnitee. The party assuming the risk is the indemnitor.

These agreements make it easier for people and businesses to work together when some level of risk is involved. However, they are only enforceable when they are reasonable, clearly written, and signed voluntarily.

A hold harmless agreement does not excuse reckless, fraudulent, or intentional misconduct. Courts may refuse to enforce it if the protected party acted carelessly or the agreement is overly broad. For a plain-language explanation of indemnity, see Cornell Law School’s definition of indemnity.

Unilateral vs. Mutual Hold Harmless Agreements

Hold harmless agreements generally fall into two structures:

• Unilateral agreements. Only one party is protected from liability.
• Mutual agreements. Both parties agree to protect each other from certain claims.

The right structure depends on the relationship and risk involved. Many service and contractor arrangements use unilateral terms, while partnerships may use mutual ones.

A hold harmless agreement is useful anytime an activity carries a real risk of injury, loss, or property damage.

Common situations include:

• Independent contractor work. Contractors or subcontractors assume responsibility for worksite risks.
• Leases and rentals. Tenants agree to protect landlords from certain claims tied to the property.
• Events and venues. Organizers allocate responsibility for injuries or damages during events.
• Recreational activities. Providers limit liability tied to higher-risk activities.
• Service relationships. Businesses reduce exposure from client or third-party claims.

If your agreement also involves exchanging services or payments, pairing this document with a service agreement can help clarify responsibilities even further.

When a Hold Harmless Agreement May Not Be Necessary

In some cases, risks are obvious and unavoidable, or it may be impractical to collect signed agreements from every participant. Even then, using a hold harmless agreement whenever possible can reduce uncertainty and legal costs later.

Most hold harmless agreements fall into one of three categories:

• Broad form. The indemnitor assumes nearly all liability, including claims caused by the indemnitee. These may be unenforceable in some states.
• Intermediate form. The indemnitor covers their own negligence and shared negligence.
• Limited form. The indemnitor is only responsible for their own actions or carelessness.

Document Genius’s customizable template lets you choose the structure that fits your situation and adjust it as needed.

A clear agreement helps prevent disputes and sets expectations upfront. Here’s how to write one step by step.

Step 1 – Identify the Parties

List the full legal names and addresses of each indemnitor and indemnitee. If more than one party is assuming responsibility, clarify whether they accept joint responsibility for claims.

You may also include related parties, such as employees, contractors, or agents, if the agreement is meant to protect them as well.

Step 2 – Describe the Indemnity

Explain what activity or event the agreement covers. Then define:

• The scope of indemnity (broad, intermediate, or limited).
• Any cap on the amount the indemnitor must pay.
• How quickly compensation must be provided after a claim arises.

Specific language here helps reduce confusion later.

Step 3 – Set Dispute Resolution Terms

Decide how disputes will be handled if a disagreement arises. Common options include:

• Court litigation
• Arbitration
• Mediation
• Mediation followed by arbitration

Choosing this upfront can save time and expense if a conflict occurs.

Step 4 – Finalize the Agreement

Name the state law that governs the agreement and include an effective date. Both parties must sign to make it enforceable.

Tip: Notarization is usually optional, but adding a notary acknowledgment can strengthen the agreement if it’s later challenged.