Hold Harmless (Indemnity) Agreement: Template and How to Draft One (2026)

What a hold harmless agreement is A hold harmless agreement, also called an indemnity agreement or indemnification agreement, is a promise by one party to take responsibility for certain losses so the other party does not have to. It does two linked things: it indemnifies, meaning it reimburses a party for losses, and it holds harmless, meaning it stops that party being blamed or sued for them. The combined phrase indemnify and hold harmless is what you see in most commercial contracts. The purpose is to allocate risk to the party best placed to manage or insure it. A contractor working in your office, a supplier selling you goods, a venue hosting your event, or a participant joining an activity each takes on, or passes off, a defined slice of risk. A well drafted clause is specific about who covers what, for whose benefit, and up to what limit. A poorly drafted one tries to shift everything onto the weaker party and often fails in court. This is general information, not legal advice. Whether a hold harmless clause is enforceable depends heavily on the wording and the governing law, and many places restrict clauses that excuse a party's own negligence. Have an important indemnity reviewed by a qualified professional. ## A hold harmless (indemnity) agreement template you can copy ```

HOLD HARMLESS AND INDEMNITY AGREEMENT Date: [date] Indemnifying Party: [name and address] (the "Indemnitor") Protected Party: [name and address] (the "Indemnitee") Background: [describe the activity, service, or relationship that creates the risk, for example "the Indemnitor will carry out renovation work at the Indemnitee's premises at [address]"]. 1. INDEMNITY The Indemnitor agrees to indemnify, defend and hold harmless the Indemnitee and its [officers, employees, agents] from and against all claims, losses, damages, liabilities, costs and reasonable legal fees arising out of [the activity], to the extent described in clause 2. 2. SCOPE This indemnity covers losses caused by [choose one]: (a) the acts or omissions of the Indemnitor only [limited form]; or (b) any cause except the sole negligence of the Indemnitee [intermediate form]; or (c) any cause arising out of the activity [broad form - check local law]. 3. EXCLUSIONS This indemnity does not cover losses caused by the Indemnitee's own gross negligence or willful misconduct, nor any loss that applicable law does not allow to be indemnified. 4. LIMIT The total liability of the Indemnitor under this agreement will not exceed [amount / "the available insurance proceeds" / "uncapped for third party claims"]. 5. DEFENCE OF CLAIMS If a claim covered by this agreement is made, the Indemnitee will notify the Indemnitor promptly. The Indemnitor may take over the defence with counsel reasonably acceptable to the Indemnitee. No settlement that admits fault by the Indemnitee is made without its consent. 6. INSURANCE The Indemnitor will maintain [public liability / professional indemnity] insurance of at least [amount] for the duration of [the activity] and provide proof on request. 7. SURVIVAL This agreement survives completion or termination of [the activity] for claims arising from events during it. 8. GOVERNING LAW This agreement is governed by the law of [place], and the courts of [place] have jurisdiction. SIGNED Indemnitor ____________ Date ______ Indemnitee ____________ Date ______

- No cap and no insurance. An unlimited promise from a party with no cover is worth little and dangerous to give.
- One way indemnity in a balanced deal. If both sides create risk, a mutual clause is fairer and easier to defend.
- Hidden in the fine print. Indemnities buried in boilerplate get signed without thought; read them as carefully as the price.
- No survival clause. Many claims surface after the work ends, so the indemnity must outlive the contract. ## How jurisdiction changes things In the United States, many states have anti-indemnity statutes, especially in construction, that void clauses shifting liability for a party's own negligence; the exact rule varies by state. In England and Wales, indemnities are generally enforceable but read narrowly, and the Unfair Contract Terms Act limits attempts to exclude liability for negligence causing death or personal injury. In India, indemnity is recognised under sections 124 and 125 of the Indian Contract Act, 1872, which cover a promise to save another from loss; related guarantee provisions sit alongside. Wherever you are, a clause that tries to excuse a party for causing death or injury, or for gross misconduct, is the most likely to fail, so confirm the local limits before relying on a broad form. ## Keeping indemnities consistent across your contracts An indemnity rarely appears once. The same company gives and takes indemnities across its supplier terms, customer contracts, leases and event agreements, and the wording drifts from deal to deal. The risk is not one clause, it is a dozen slightly different clauses that nobody can compare. The work that matters is keeping them consistent and knowing, at a glance, where you are exposed. That comparison is hard to do by hand across scattered files. Drafting from a standard clause, spotting an indemnity that is one-sided or missing a cap, editing the wording in plain language, and holding every version with its date can live in one AI workspace tuned to how your company allocates risk. [Adira](https://adiralaw.com) is built around that single workspace idea. For a single hold harmless agreement the template above is enough; the lesson worth borrowing is that indemnities are safest when you can see all of them in one place.