A hold harmless agreement (HHA) is a contract in which one party agrees not to hold the other party responsible for harm, damage, or financial loss. It is also called an indemnity agreement or indemnification agreement. Use the free template below to create your own online in minutes.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
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People sign a hold harmless agreement when an activity carries some risk to health, safety, or money. Waivers in many industries include one. The most common situations are listed below.
Gyms often ask clients to sign a hold harmless agreement, either on its own or as a clause in a broader contract. The goal is to keep the gym, the indemnitee, from being responsible for harm visitors cause themselves while working out.
Marathon organizers do something similar. They ask runners to sign a release of liability agreement to protect themselves from lawsuits if a participant gets hurt.
Landlords often add a hold harmless clause to the rental agreement. The clause is meant to protect the landlord if the renter gets hurt in or near the rental unit. A clause like this can also address a burglary at the unit.
Car rental companies work the same way. They want renters to sign an HHA to avoid lawsuits if the rental car is in an accident.
Hold harmless agreements are widely used in construction. For example, an owner who hires a remodeling crew might want protection if a worker gets hurt on the property.
The agreement can also be mutual. The worker may want protection too, for example if the owner's pet wanders into the work area and gets hurt.
Companies that provide various amusements such as balloon rides, shark feeding, rope jumping, white water rafting, or ATV rides, usually require a client to sign HHA to make them aware of the risks involved.
Indemnity comes in three forms, based on how much liability moves to the other party in the contract. They are most often used in construction contracts. The three forms are broad, intermediate, and limited.
Under a broad form, the indemnitor takes on an unqualified duty to hold the indemnitee harmless for any liability that arises from the agreement. The entire risk of loss shifts to the indemnitor, even if the other party is solely at fault.
Many jurisdictions limit this form. In 40 of the 49 jurisdictions FormsPal's verified state data covers (48 states and DC), the law makes certain indemnity clauses in construction contracts void. An improper level of indemnity can lead to the clause being void.
The intermediate form is the most common one in the construction industry. The indemnitor is liable for all losses that arise from the agreement if both parties are at fault in some way. The indemnifying party might be just 1% at fault, but the indemnitee still receives 100% indemnity.
The indemnitee is not held harmless only when the accident or damage was the result of its sole negligence.
A limited form restricts the indemnitor's liability to the extent of the indemnitor's own fault. It is usually calculated as a percentage of that fault.
It is easy to mix up an HHA with similar agreements, because each one deals with releasing liability in some way. The differences are small, but they matter when you draft a contract.
| Document | What it does |
|---|---|
| Hold harmless agreement | Releases a party from responsibility for harm, damage, or loss |
| Indemnity agreement | One party agrees to protect another party from liability |
| Waiver of liability | A person gives up a legal right |
| Insurance policy | Moves risk to an insurance company in exchange for a premium |
In an indemnity agreement, one party agrees to protect another party from liability. For example, a person who rents land can protect the landowner against any harm that might occur when the land is used for a business meeting.
Both documents shift liability to one of the parties, or to both if the agreement is mutual. They have a similar purpose.
The difference between those two is debatable, but some law experts assume the major difference is that in HAA, both liabilities and losses can be covered, while an indemnity agreement covers losses in the first place.
In practice, these two clauses are often used together in contracts.
An HHA releases someone from responsibility. A waiver of liability means giving up a legal right. For example, a person who is owed a debt can waive the right to a late penalty if a payment is overdue.
The two are usually kept separate in an agreement. Their coverage and scope of liability are very different.
An HHA does not remove the cause of the liability. It moves the financial responsibility for it. That is why the indemnitee is essentially not relieved from liability.
In all 49 jurisdictions FormsPal's verified state data covers (48 states and DC), there are rules on what an indemnity clause cannot cover. The exact wording differs by jurisdiction. The common limits are listed here.
The duty to defend works differently in each jurisdiction.
Crafting a hold harmless agreement is not a difficult process. Here are the common steps to drafting a legally binding hold harmless agreement. Start by naming the people involved, then write one clear clause for the protection.
Gather these details first:
The agreement needs the right legal language for the protections both sides want. You can find a free hold harmless agreement template online, but it is always best to get an attorney's advice first.
The wording varies from industry to industry. The agreement exists to shift responsibility, so the core idea stays the same whatever the wording.
Here is an example of a declaration a person might sign before taking part in a marathon.
“I choose to take part in the marathon at my own risk. I will take all necessary precautions. I understand that I am fully responsible for making sure all reasonably foreseeable safety requirements are met to my satisfaction before I take part.
I state that I am in good health and physical condition to take part. I have no known medical limitation that could threaten my safety or life during the marathon or be made worse by it.
In return for permission to take part, I agree to indemnify and hold harmless the event organizer, its agents, officers, and employees. This covers any cause of action, including personal injury, illness, death, property damage, costs, charges, claims, demands, and liabilities of any kind that arise out of or in connection with my participation in the marathon.”
The best hold harmless clauses are direct and simple. Even if the contract is long, make this clause easy for the signee to see. Do not bury it in a long paragraph or hide it at the very end of the contract.
A free template is easy to find online. But every business relationship needs an individual approach, and your document should follow your state's laws.
To avoid getting lost in legalese, use our online document builder to make sure your customized hold harmless agreement leaves nothing out.
Choosing proper legal wording is not enough. Before your business puts the agreement to use, check that it follows the laws of your state.
Learn the local laws on the liability of the parties to a contract. Also learn what protections businesses like yours usually offer customers.
The quickest way is to ask a lawyer, who has access to the most recent versions of the laws. A lawyer can suggest the right language and explain the legal responsibilities of your business.
As a result, you will be sure that the hold harmless agreement is valid and offers your business full legal protection.
Filling out a hold harmless agreement takes five steps. Work through them in order, and use plain language so both sides understand exactly what they agree to. Then give each side a signed copy.
All parties that sign the agreement should get a copy. It is always a good idea to keep both a physical and an electronic copy.
Need a sample hold harmless agreement fast? Use our free templates. Or, if you want to get a customized legally binding document, use our document builder.
The builder asks for basic information about the state, the parties, and the protections provided. Then you can download and print the agreement and give a copy to the other party.
Two sides sign a hold harmless agreement. The indemnitee is the person or business that is held harmless. The indemnifier, also called the indemnitor, is the person or business that provides the agreed protection. The agreement can protect one side or both.
A hold harmless agreement is one of two types:
Any business that offers physical activity can use one. It can apply to customers and employees, and it helps a business guard against lawsuits.
Yes. A reciprocal or mutual agreement protects both sides, because each side waives liability for loss or injury it causes the other. A unilateral agreement protects only one side of the deal.
No. Insurance moves the risk to an insurance company in exchange for a premium. A hold harmless agreement moves the risk to the other party through a contract, with no premium.
Yes. In 40 of the 49 jurisdictions FormsPal's verified state data covers (48 states and DC), the law makes certain indemnity clauses in construction contracts void. The rules differ by jurisdiction, so check the rules where you sign or ask a local attorney.
General information, not legal or tax advice.
