[{"data":1,"prerenderedAt":511},["ShallowReactive",2],{"document-hold-harmless-agreement-D12882":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":167,"customdescription":6,"mdFm":168,"mdProseHtml":510},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"HOLD HARMLESS AGREEMENT This Hold Harmless Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Indemnified Party\" a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS both Parties wish to indemnify and hold harmless each other from any claims or litigation arising out of their contractual engagement with each other regarding the services provided by them to each other. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: HOLD HARMLESS Each Party agrees to indemnify and hold harmless, to the fullest extent allowed by law, the other Party and its principals, officers, and employees from and against all claims, demands, suits, actions, payments, liabilities, judgments and expenses (including court-ordered attorneys' fees) arising out of or resulting from the acts or omissions of their principals, officers, or employees in the performance of this Agreement. Liability includes any claims, damages, losses, and expenses arising out of or resulting from performance of this Agreement that result in any claim for damage whatsoever, including any bodily injury, civil rights liability, sickness, disease, or damage to or destruction of tangible property, including the loss of use resulting therefrom. Each Party shall maintain a policy or policies of insurance (or a self-insurance program) sufficient in coverage and amount to pay any judgments or related expenses from or in conjunction with any such claims. Nothing in this Agreement shall require either Party to indemnify or hold harmless the other Party from liability for the negligent or wrongful acts or omissions of said other Party or its principals, officers, or employees. AUTHORITY TO ENTER AGREEMENT Each Party that has entered into this Agreement agrees to have full authority to enter into the present Agreement. NOTICE OF CLAIM In the event of any claim or action, the Insured Party shall promptly provide the Indemnifying Party with written notice of claim or action and will notify the Indemnifying Party within _____ days of the commencement of the legal proceedings relating to the claim or action, and the Indemnifying Party will provide the Insured Party with all relevant information known to the Indemnifying Party. AMENDMENTS None of the covenants, terms or conditions of this Agreement, to be kept and performed by either Party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other Party. AUTHORIZATION OF INDEMNIFICATION In any case where the Indemnified Party requires indemnification, the Indemnifier will make the determination of whether the indemnification is appropriate, having given consideration to the terms described in the exceptions to indemnification",null,"Hold Harmless Agreement","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/hold-harmless-agreement-D12882.png","https://templates.business-in-a-box.com/imgs/250px/12882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12882.xml",{"title":15,"description":6},"hold harmless agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Hold Harmless Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12882.png",[24,17,20],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":18,"url":19},{"label":31,"url":32},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[34,38,42,46,50,54,58,62,66,70,74,78,82,99,113,127,141,153],{"label":35,"url":36,"thumb":37,"extension":10},"Mutual Indemnification and Hold Harmless Agreement","/template/mutual-indemnification-and-hold-harmless-agreement-D894","https://templates.business-in-a-box.com/imgs/250px/894.png",{"label":39,"url":40,"thumb":41,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":43,"url":44,"thumb":45,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":47,"url":48,"thumb":49,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":51,"url":52,"thumb":53,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":55,"url":56,"thumb":57,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":59,"url":60,"thumb":61,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":63,"url":64,"thumb":65,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":67,"url":68,"thumb":69,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":71,"url":72,"thumb":73,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":75,"url":76,"thumb":77,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":79,"url":80,"thumb":81,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":98},"LIABILITY WAIVER This Liability Waiver (the \"Waiver\") is effective [DATE], by [PARTY'S FULL NAME] (the \"Party\") who acknowledges and agrees to the terms below: TERMS AND CONDITIONS The Party willingly volunteers to join and participate in the [COMPANY NAME]'s [SPECIFY ACTIVITY] activity. The Party is aware and acknowledges that the Company will not be held responsible for the risk and hazard that may arise during this activity","Liability Waiver","1","https://templates.business-in-a-box.com/imgs/1000px/liability-waiver-D12884.png","https://templates.business-in-a-box.com/imgs/250px/12884.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12884.xml",{"title":90,"description":6},"liability waiver",[92,95],{"label":93,"url":94},"Human Resources","human-resources",{"label":96,"url":97},"Company Policies","company-policies","/template/liability-waiver-D12884",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":111,"url":112},"RELEASE OF LIABILITY WAIVER This Release of Liability Waiver (the \"Waiver\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Releasor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its address located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Releasee\"), with a mailing address of: [COMPLETE ADDRESS] LIABILITY EVENT 1.1 Under the terms of this Release of Liability Waiver, which is hereby acknowledged, the Releasor hereby releases and forever discharges the Releasee of: [DESCRIBE THE LIABILITY] (\"Liability\"). 1","Release Of Liability Waiver","2","https://templates.business-in-a-box.com/imgs/1000px/release-of-liability-waiver-D12892.png","https://templates.business-in-a-box.com/imgs/250px/12892.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12892.xml",{"title":107,"description":6},"release of liability waiver",[109,110],{"label":93,"url":94},{"label":96,"url":97},"release liability waiver","/template/release-of-liability-waiver-D12892",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":9,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":126},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":121,"description":6},"subcontract agreement",[123],{"label":124,"url":125},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":9,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":135,"url":140},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":135,"description":6},"service agreement",[137,139],{"label":18,"url":138},"business-legal-agreements",{"label":18,"url":138},"/template/service-agreement-D12711",{"description":142,"descriptionCustom":6,"label":143,"pages":130,"size":144,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":149,"keywords":151,"url":152},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[150],{"label":124,"url":125},"independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":154,"descriptionCustom":6,"label":155,"pages":8,"size":9,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":161,"keywords":160,"url":166},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":160,"description":6},"non disclosure agreement nda",[162,163],{"label":18,"url":138},{"label":164,"url":165},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":169,"reviewer":178,"quick_facts":182,"at_a_glance":185,"personas":189,"variants":214,"glossary":242,"clauses":276,"how_to_fill":322,"common_mistakes":363,"faqs":388,"industries":416,"comparisons":441,"diy_vs_lawyer":455,"jurisdictions":468,"related_template_ids_curated":489,"schema":498,"classification":499},{"meta_title":170,"meta_description":171,"primary_keyword":172,"secondary_keywords":173},"Hold Harmless Agreement Template | BIB","Free hold harmless agreement template to protect your business from liability claims. Covers indemnification, risk assumption, and scope of protection.","hold harmless agreement template",[15,174,175,176,177],"hold harmless agreement template word","hold harmless agreement free","hold harmless clause template","hold harmless letter template",{"name":179,"credential":180,"reviewed_date":181},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":183,"legal_review_recommended":184,"signature_required":184},"medium",true,{"what_it_is":186,"when_you_need_it":187,"whats_inside":188},"A Hold Harmless Agreement is a legally binding contract in which one party agrees not to hold another party liable for losses, injuries, or damages arising from a specified activity, service, or business relationship. This template is a free Word download you can edit online and export as PDF — covering indemnification scope, risk assumption, negligence carve-outs, and insurance requirements in a single enforceable document.\n","Use it before engaging in any activity where one party assumes risk on behalf of another — event hosting, contractor engagements, equipment rentals, physical activities, or vendor relationships where liability exposure needs to be clearly allocated in writing.\n","Party identification and relationship context, scope of protected activities, indemnification and hold harmless obligations, negligence and gross misconduct carve-outs, insurance requirements, duration and termination conditions, governing law, and signature blocks for both parties.\n",[190,194,198,202,206,210],{"title":191,"use_case":192,"icon_asset_id":193},"Event organizers","Protecting against participant injury or property damage claims at hosted events","persona-event-organizer",{"title":195,"use_case":196,"icon_asset_id":197},"Small business owners","Shielding the business from liability when clients or contractors access premises","persona-small-business-owner",{"title":199,"use_case":200,"icon_asset_id":201},"General contractors","Allocating liability to subcontractors performing work on a job site","persona-contractor",{"title":203,"use_case":204,"icon_asset_id":205},"Fitness and recreation operators","Having participants acknowledge inherent activity risks before classes or sessions","persona-fitness-instructor",{"title":207,"use_case":208,"icon_asset_id":209},"Property owners and landlords","Limiting exposure when tenants, vendors, or guests use shared spaces or equipment","persona-property-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate legal and operations teams","Standardizing indemnification terms across vendor and service-provider contracts","persona-operations-director",[215,219,223,227,230,234,238],{"situation":216,"recommended_template":217,"slug":218},"One-sided protection for a service provider against client claims","Unilateral Hold Harmless Agreement","hold-harmless-agreement-D12882",{"situation":220,"recommended_template":221,"slug":222},"Mutual protection where both parties release each other from liability","Mutual Hold Harmless Agreement","mutual-indemnification-and-hold-harmless-agreement-D894",{"situation":224,"recommended_template":225,"slug":226},"Participant waiving rights before a physical or recreational activity","Liability Waiver and Release Form","release-of-liability-waiver-D12892",{"situation":228,"recommended_template":229,"slug":218},"Contractor indemnifying a property owner during construction work","Contractor Hold Harmless Agreement",{"situation":231,"recommended_template":232,"slug":233},"Vendor or supplier releasing a business from liability tied to their products","Vendor Indemnification Agreement","indemnification-agreement-D13016",{"situation":235,"recommended_template":236,"slug":237},"Subcontractor agreement with embedded indemnification clause","Subcontractor Agreement","subcontract-agreement-D172",{"situation":239,"recommended_template":240,"slug":241},"Broad risk transfer as part of a larger services engagement","General Service Agreement with Indemnification","service-agreement-D12711",[243,246,249,252,255,258,261,264,267,270,273],{"term":244,"definition":245},"Hold Harmless","A contractual promise by one party to absorb liability for specified losses or claims and not pursue the other party for those damages.",{"term":247,"definition":248},"Indemnification","An obligation by one party to compensate another for losses, costs, or damages arising from a defined event or relationship.",{"term":250,"definition":251},"Indemnitor","The party who agrees to accept liability and compensate the other party — the one providing the protection.",{"term":253,"definition":254},"Indemnitee","The party who is protected from liability and will be compensated if a covered claim arises.",{"term":256,"definition":257},"Unilateral Hold Harmless","An arrangement where only one party is protected, typically the service provider or property owner with greater exposure.",{"term":259,"definition":260},"Mutual Hold Harmless","An arrangement where both parties agree to protect each other from their respective liabilities arising from the relationship.",{"term":262,"definition":263},"Gross Negligence","An extreme degree of carelessness or reckless disregard for others' safety that most hold harmless agreements explicitly exclude from protection.",{"term":265,"definition":266},"Assumption of Risk","Acknowledgment by a party that they understand and voluntarily accept the known dangers associated with a particular activity.",{"term":268,"definition":269},"Indemnification Trigger","The specific event, claim, or circumstance that activates the indemnifying party's obligation to compensate or defend the protected party.",{"term":271,"definition":272},"Additional Insured","A designation on an insurance policy that extends coverage to a third party — often the indemnitee — named in a hold harmless agreement.",{"term":274,"definition":275},"Severability","A contract provision stating that if one clause is found unenforceable, the remainder of the agreement continues in full force.",[277,282,287,292,297,302,307,312,317],{"name":278,"plain_english":279,"sample_language":280,"common_mistake":281},"Parties and relationship description","Identifies both parties by their full legal names, roles in the agreement (indemnitor and indemnitee), and the nature of the business relationship that creates the liability exposure.","This Hold Harmless Agreement is entered into as of [DATE] by and between [INDEMNITOR FULL LEGAL NAME] ('Indemnitor') and [INDEMNITEE FULL LEGAL NAME] ('Indemnitee') in connection with [DESCRIPTION OF RELATIONSHIP OR ACTIVITY].","Using a trade name instead of the registered legal entity name. If a claim arises, enforcing the agreement against the wrong entity can void the protection entirely.",{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Scope of protected activities","Defines precisely which activities, events, locations, or services the hold harmless protection applies to, preventing disputes about whether a particular incident falls within the agreement.","This Agreement applies to all activities conducted by Indemnitor in connection with [SPECIFIC ACTIVITY, PROJECT, OR SERVICE] at [LOCATION/ADDRESS] during the period commencing [START DATE] and ending [END DATE OR 'until completion of services'].","Defining the scope too broadly with language like 'any and all activities.' Courts in several jurisdictions reject sweeping language as an attempt to waive liability for unrelated future acts.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Hold harmless and indemnification obligation","The core clause where the indemnitor agrees to protect, defend, and compensate the indemnitee against claims, suits, costs, and damages arising from the covered activities.","Indemnitor agrees to defend, indemnify, and hold harmless Indemnitee and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to [COVERED ACTIVITY], except as provided in Section [X].","Omitting defense obligations — requiring only indemnification after judgment. Without a duty to defend, the indemnitee must fund their own legal defense and seek reimbursement later, which can be costly and uncertain.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Negligence and gross misconduct carve-outs","Specifies the circumstances under which the indemnitor's protection does not apply — most commonly, the indemnitee's own negligence, gross negligence, or intentional misconduct.","Notwithstanding the foregoing, Indemnitor's obligations under this Agreement shall not apply to losses arising from the sole negligence, gross negligence, willful misconduct, or fraud of Indemnitee or any of its agents or employees.","Omitting carve-outs for the indemnitee's own negligence. Several US states and most non-US jurisdictions refuse to enforce agreements that purport to release a party from liability for its own negligence without explicit language.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Assumption of risk","A declaration by the indemnitor — or by a participant in the covered activity — acknowledging they are aware of the inherent risks and voluntarily accept them.","Indemnitor acknowledges that the activities described herein involve inherent risks, including [SPECIFIC RISKS], and voluntarily assumes all such risks on behalf of itself and its employees, agents, and subcontractors.","Using generic risk language without listing activity-specific hazards. Courts scrutinize assumption-of-risk clauses closely — the more specific the risk disclosure, the stronger the protection.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Insurance requirements","Requires the indemnitor to maintain specified insurance coverage — type, minimum limits, and additional insured status — for the duration of the covered activities.","Indemnitor shall maintain, at its own expense, commercial general liability insurance with minimum limits of $[AMOUNT] per occurrence and $[AMOUNT] in the aggregate, naming Indemnitee as an additional insured, and shall provide a certificate of insurance upon request.","Requiring insurance without mandating additional insured status for the indemnitee. Without this designation, the indemnitee's insurer must respond to claims first, undermining the hold harmless protection.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Duration and termination","States when the agreement takes effect, how long the hold harmless obligations last, and whether any obligations survive termination of the underlying relationship.","This Agreement shall be effective as of [EFFECTIVE DATE] and shall remain in full force during the period of [ACTIVITY/SERVICE]. The indemnification obligations set forth herein shall survive the expiration or termination of this Agreement for a period of [X] years.","Not including a survival clause. If the agreement expires or is terminated and no survival provision exists, claims that arise later — but relate to covered activities — may fall outside the protection.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, mediation, or arbitration — and in which venue.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflicts of law principles. Any dispute arising hereunder shall be resolved by [binding arbitration / mediation / litigation] in [CITY, STATE].","Choosing a governing law that has no connection to where the activity occurs or where either party is based. Courts in the activity's jurisdiction may apply local law anyway, particularly for consumer-facing agreements.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Severability and entire agreement","Confirms that if any clause is found unenforceable, the rest of the agreement remains in effect, and that the written document is the complete and final expression of the parties' agreement.","If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations and understandings.","Relying on severability alone without including a reformation clause. Some courts simply void an unenforceable clause rather than rewriting it; a reformation clause asks the court to modify the provision to the minimum extent necessary to make it enforceable.",[323,328,333,338,343,348,353,358],{"step":324,"title":325,"description":326,"tip":327},1,"Identify both parties with legal entity names","Enter the full registered legal name of the indemnitor and the indemnitee — not trade names or DBAs. Include each party's state of formation, address, and authorized signatory.","Pull the exact entity name from your secretary of state's business registry to avoid a mismatch that could complicate enforcement.",{"step":329,"title":330,"description":331,"tip":332},2,"Define the scope of covered activities precisely","Describe the specific activity, project, location, and date range the agreement covers. Avoid catch-all language like 'any activity whatsoever' — be as specific as the situation allows.","If the activity will occur at multiple locations or over a rolling period, list each location or define the period as 'the term of the master services agreement dated [DATE].'",{"step":334,"title":335,"description":336,"tip":337},3,"Draft the core indemnification obligation","State clearly that the indemnitor will defend, indemnify, and hold harmless the indemnitee from covered claims. Confirm whether the duty to defend is included — it should be — and specify that it extends to attorneys' fees and costs.","Using 'defend, indemnify, and hold harmless' together covers the full spectrum: active legal defense, financial indemnification, and the broader hold harmless promise.",{"step":339,"title":340,"description":341,"tip":342},4,"Insert negligence and misconduct carve-outs","Add explicit language excluding the indemnitee's own sole negligence, gross negligence, and willful misconduct from the covered protection. This is required for enforceability in most jurisdictions.","Some states — Texas, Louisiana, and Montana — require the carve-out language to meet specific anti-indemnity statute standards. Review the applicable statute before finalizing.",{"step":344,"title":345,"description":346,"tip":347},5,"Specify insurance requirements and additional insured status","List the required insurance types (commercial general liability, workers' compensation, professional liability if applicable), minimum coverage limits, and the requirement to name the indemnitee as an additional insured on the CGL policy.","Ask the indemnitor to attach a certificate of insurance — ACORD 25 form — to the signed agreement. A certificate without an additional insured endorsement provides no actual coverage.",{"step":349,"title":350,"description":351,"tip":352},6,"Set the duration and include a survival clause","State the effective date, the end date or triggering termination event, and confirm that indemnification obligations survive termination for a defined period — typically 2–3 years to cover the applicable statute of limitations.","Align the survival period with the statute of limitations for personal injury or property damage claims in the governing jurisdiction, which is typically 2–3 years in most US states.",{"step":354,"title":355,"description":356,"tip":357},7,"Confirm governing law and dispute resolution mechanism","Choose the state or country whose law governs the agreement and specify how disputes will be resolved. Arbitration is faster and cheaper for most commercial disputes; litigation may be preferable if injunctive relief is likely to be needed.","For consumer-facing agreements (fitness, recreation, events), choose the jurisdiction where the activity occurs — courts frequently reject forum-selection clauses that require consumers to litigate in a distant state.",{"step":359,"title":360,"description":361,"tip":362},8,"Execute before the activity begins","Both parties must sign before the covered activity starts. A hold harmless agreement signed after an incident has occurred provides no protection for that incident.","Use a digital signature platform to timestamp execution and create an audit trail. Store the fully executed copy alongside your insurance certificates.",[364,368,372,376,380,384],{"mistake":365,"why_it_matters":366,"fix":367},"Signing after the covered activity has already started","A hold harmless agreement signed after an incident occurs provides no retroactive protection. Courts treat pre-existing claims as outside the scope of the agreement.","Make execution a prerequisite to the activity beginning. For recurring or ongoing services, include the hold harmless clause in the master agreement before any work commences.",{"mistake":369,"why_it_matters":370,"fix":371},"Using overly broad scope language","Phrases like 'any and all claims of any nature whatsoever' are frequently voided by courts as unreasonable attempts to eliminate liability for unrelated future acts.","Limit the scope to the specific activities, locations, and timeframe at issue. Specificity strengthens enforceability and signals that both parties understood what they were agreeing to.",{"mistake":373,"why_it_matters":374,"fix":375},"Omitting the duty to defend","Without an express duty to defend, the indemnitor is only obligated to reimburse costs after judgment — leaving the indemnitee to fund their own defense, which can cost tens of thousands of dollars before the case resolves.","Add 'defend' as an explicit obligation alongside 'indemnify and hold harmless.' State that the duty to defend is triggered on the filing of a claim, not on a final finding of liability.",{"mistake":377,"why_it_matters":378,"fix":379},"No carve-out for the indemnitee's own negligence","Many jurisdictions will not enforce a hold harmless agreement that purports to shield a party from the consequences of its own negligent acts unless this is stated with unmistakable clarity — and some states prohibit it outright.","Include a clear carve-out: 'this obligation shall not apply to losses caused by the sole negligence, gross negligence, or willful misconduct of Indemnitee.' Confirm this language meets local anti-indemnity statute requirements.",{"mistake":381,"why_it_matters":382,"fix":383},"Requiring insurance without demanding additional insured endorsement","A certificate of insurance confirms coverage exists but does not make the indemnitee an additional insured. Without the endorsement, the indemnitee cannot make a direct claim against the indemnitor's policy.","Require the indemnitor to provide both a certificate of insurance and a copy of the additional insured endorsement before work begins. Verify the endorsement actually names the indemnitee by entity name.",{"mistake":385,"why_it_matters":386,"fix":387},"No survival clause for indemnification obligations","If the agreement expires or terminates without a survival clause, claims that surface after termination but relate to covered activities may fall outside the agreement's protection — even if the incident occurred while the agreement was active.","Include an explicit survival clause: 'indemnification obligations shall survive expiration or termination of this Agreement for [X] years' — and align that period with the relevant statute of limitations.",[389,392,395,398,401,404,407,410,413],{"question":390,"answer":391},"What is a hold harmless agreement?","A hold harmless agreement is a legally binding contract in which one party — the indemnitor — agrees not to hold another party — the indemnitee — liable for certain losses, damages, or claims arising from a specified activity or relationship. It transfers the financial risk of a potential claim from the protected party to the indemnitor and typically includes an obligation to defend the indemnitee against covered lawsuits as well as to compensate them for any resulting losses.\n",{"question":393,"answer":394},"What is the difference between a hold harmless agreement and an indemnity agreement?","The terms are often used interchangeably in practice, but they have slightly different technical meanings. An indemnity obligation requires the indemnitor to compensate the indemnitee for covered losses after they occur. A hold harmless obligation goes further — the indemnitor agrees not to pursue the indemnitee for any covered claims at all. Most well-drafted agreements include both: 'defend, indemnify, and hold harmless' together provide the broadest protection available.\n",{"question":396,"answer":397},"What is the difference between a hold harmless agreement and a liability waiver?","A liability waiver is typically a one-sided document signed by a participant — such as a gym member or event attendee — releasing the organizer from liability for the participant's own injuries. A hold harmless agreement is usually a bilateral business contract between two commercial parties that allocates liability for claims arising from their working relationship. Waivers are consumer-facing; hold harmless agreements are generally B2B instruments.\n",{"question":399,"answer":400},"Is a hold harmless agreement enforceable?","A hold harmless agreement is generally enforceable when properly executed, clearly scoped, and consistent with applicable law. Enforceability depends heavily on jurisdiction — some states have anti-indemnity statutes that void certain provisions in construction contracts, and most jurisdictions refuse to enforce clauses that purport to protect a party from its own gross negligence or intentional misconduct. Courts also scrutinize consumer-facing agreements for unconscionability. Legal review before use in a high-stakes context is strongly recommended.\n",{"question":402,"answer":403},"Do I need a lawyer to draft a hold harmless agreement?","For straightforward commercial arrangements — contractor engagements, event participation, vendor relationships — a well-drafted template is a solid starting point. You should engage a lawyer when the activity involves significant personal injury risk, when anti-indemnity statutes in your state apply to the industry (construction, in particular), when the agreement is part of a multi-party contract, or when the financial exposure justifies the cost. A 1–2 hour attorney review typically runs $300–$600 and is worthwhile for any agreement covering material risk.\n",{"question":405,"answer":406},"What states have anti-indemnity statutes that affect hold harmless agreements?","Most US states have anti-indemnity statutes that restrict or void indemnification clauses in construction contracts — including California, Texas, Florida, New York, and Illinois. These statutes typically prohibit a general contractor from requiring a subcontractor to indemnify it for the general contractor's own negligence. Several states extend similar restrictions to other industries. If the agreement relates to construction or a regulated industry, confirm the applicable statute before finalizing the indemnification language.\n",{"question":408,"answer":409},"Should a hold harmless agreement be mutual or one-sided?","It depends on the risk profile of each party. A unilateral (one-sided) agreement makes sense when one party — such as a contractor accessing a property — assumes substantially all the risk of the activity. A mutual agreement is appropriate when both parties face meaningful liability exposure from the relationship — for example, two businesses running a joint promotion where each creates its own legal exposure. Defaulting to mutual protection is common in commercial contracts to avoid negotiation friction.\n",{"question":411,"answer":412},"How long should a hold harmless agreement last?","The agreement should remain in effect for the duration of the covered activity and, through a survival clause, for an additional period after termination equal to the applicable statute of limitations for personal injury or property damage claims — typically 2–3 years in most US states, and up to 6 years in the UK. For ongoing vendor or contractor relationships, tie the duration to the master services agreement and include automatic renewal language.\n",{"question":414,"answer":415},"Can a hold harmless agreement protect against employee injury claims?","Generally no — workers' compensation statutes in every US state and most other jurisdictions prevent employers from contractually shifting liability for employee on-the-job injuries to third parties. A hold harmless agreement can, however, require a contractor to carry workers' compensation insurance for its own employees and to indemnify the property owner for third-party claims arising from those employees' work. This does not replace mandatory workers' comp coverage.\n",[417,421,425,429,433,437],{"industry":418,"icon_asset_id":419,"specifics":420},"Construction and contracting","industry-construction","Subcontractor indemnification obligations must be carefully drafted around state anti-indemnity statutes that void clauses requiring subcontractors to indemnify general contractors for their own negligence.",{"industry":422,"icon_asset_id":423,"specifics":424},"Events and hospitality","industry-events","Venue operators and event organizers use hold harmless agreements with vendors, performers, and sponsors to allocate liability for property damage, personal injury, and third-party claims arising from the event.",{"industry":426,"icon_asset_id":427,"specifics":428},"Fitness, recreation, and sports","industry-fitness","Combined with assumption-of-risk language, hold harmless agreements help studios, gyms, and adventure-sport operators limit exposure for participant injuries inherent to physical activities.",{"industry":430,"icon_asset_id":431,"specifics":432},"Real estate and property management","industry-real-estate","Landlords and property managers require hold harmless clauses from tenants, service vendors, and contractors accessing managed properties to limit exposure for injuries or damage occurring on-site.",{"industry":434,"icon_asset_id":435,"specifics":436},"Professional services","industry-professional-services","Consultants, IT service providers, and marketing agencies include mutual hold harmless clauses in master service agreements to limit cross-liability arising from errors, delays, or third-party claims tied to deliverables.",{"industry":438,"icon_asset_id":439,"specifics":440},"Manufacturing and logistics","industry-manufacturing","Supply chain agreements require vendor indemnification for product defects, shipping damage, and third-party IP infringement claims, with insurance minimums enforced through certificate-of-insurance requirements.",[442,445,448,452],{"vs":84,"vs_template_id":443,"summary":444},"liability-waiver-D12883","A liability waiver is a consumer-facing document signed by a participant releasing an organizer or operator from claims arising from the participant's own voluntary engagement in an activity. A hold harmless agreement is a commercial contract between two business parties that allocates liability for claims arising from their working relationship. Waivers are one-sided and participation-focused; hold harmless agreements are bilateral and relationship-focused.",{"vs":446,"vs_template_id":241,"summary":447},"Indemnification Clause (in a broader contract)","An indemnification clause embedded in a service agreement, lease, or construction contract addresses liability allocation within that specific relationship. A standalone hold harmless agreement provides a self-contained, fully executed document with its own recitals, representations, and governing terms — useful when the parties have no other written contract or need to supplement one with explicit liability language.",{"vs":449,"vs_template_id":450,"summary":451},"General Release of Liability","release-of-liability-D13640","A general release extinguishes a known, specific existing claim between parties — often signed as part of a settlement. A hold harmless agreement is prospective, governing future claims that may arise from an ongoing or upcoming activity. Use a release to close out a past dispute; use a hold harmless agreement to manage risk before an activity begins.",{"vs":236,"vs_template_id":453,"summary":454},"subcontract-agreement-D12712","A subcontractor agreement covers the full scope of the working relationship — deliverables, payment, timeline, warranties, and termination — with an indemnification clause as one component. A standalone hold harmless agreement focuses exclusively on liability allocation and is used when a comprehensive subcontractor agreement already exists or when only the liability piece needs to be documented separately.",{"use_template":456,"template_plus_review":460,"custom_drafted":464},{"best_for":457,"cost":458,"time":459},"Standard commercial engagements — contractor access, event vendors, equipment rentals — with moderate, well-defined risk","Free","15–30 minutes",{"best_for":461,"cost":462,"time":463},"Construction projects, high-risk physical activities, multi-party arrangements, or industries subject to anti-indemnity statutes","$300–$600","1–3 days",{"best_for":465,"cost":466,"time":467},"Large-scale infrastructure projects, high-value commercial transactions, or agreements involving significant personal injury exposure and institutional counterparties","$1,000–$4,000+","1–2 weeks",[469,474,479,484],{"code":470,"name":471,"flag_asset_id":472,"note":473},"us","United States","flag-us","Most US states have anti-indemnity statutes that void clauses requiring one party to indemnify another for that party's own negligence, particularly in the construction industry. California, Texas, Florida, New York, and Illinois each have specific statutes that affect indemnification scope. At-will carve-outs for gross negligence and willful misconduct are required for enforceability in most states. Enforceability of consumer-facing agreements is further tested under unconscionability doctrine.",{"code":475,"name":476,"flag_asset_id":477,"note":478},"ca","Canada","flag-ca","Canadian courts generally enforce hold harmless and indemnification agreements between commercial parties, provided the language is clear and unambiguous. Most provinces restrict indemnification in construction contracts through builders' lien legislation. In Quebec, indemnification agreements are governed by the Civil Code rather than common law, which applies a good faith standard and limits enforcement of clauses that appear abusive or disproportionate. French-language versions may be required for provincially regulated employers in Quebec.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 impose significant restrictions on the enforceability of indemnity clauses in consumer contracts — any such clause must pass a reasonableness test. Between commercial parties, indemnification clauses are generally enforceable if clearly drafted, but courts will construe ambiguous language against the party relying on the clause. Post-Brexit, EU regulations no longer apply, but UK courts continue to follow established common law principles on indemnification.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"eu","European Union","flag-eu","EU member states generally permit commercial indemnification agreements, but consumer-facing hold harmless clauses are tightly restricted under the EU Unfair Contract Terms Directive. Clauses that significantly imbalance parties' rights to the consumer's detriment are void. GDPR may be relevant if the hold harmless agreement relates to data processing activities — liability allocation for data breaches should be addressed in a separate data processing agreement. Member-state civil code jurisdictions (France, Germany, Italy) each apply local rules on limitation of liability that may affect enforceability.",[490,226,237,241,491,492,493,494,491,495,496,497],"liability-waiver-D12884","independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","event-contract-D12805","house-rental-agreement-D12768","master-service-agreement-D12657","lease-agreement-D1179","partnership-agreement-D12551",{"emit_how_to":184,"emit_defined_term":184},{"primary_folder":138,"secondary_folder":500,"document_type":501,"industry":502,"business_stage":503,"tags":504,"confidence":509},"guaranties-and-collateral","agreement","general","all-stages",[505,506,507,508],"indemnity","liability","legal","hold-harmless",0.95,"\u003Ch2>What is a Hold Harmless Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Hold Harmless Agreement\u003C/strong> is a legally binding contract in which one party — the indemnitor — agrees not to hold another party — the indemnitee — liable for losses, damages, costs, or claims arising from a specified activity, service, or business relationship. The document typically combines three overlapping protections: a hold harmless promise (the indemnitee will not be pursued for covered claims), an indemnification obligation (the indemnitor will compensate the indemnitee for any covered losses), and a duty to defend (the indemnitor will fund and manage the legal defense of covered claims). Together, these provisions transfer the financial and legal risk of a defined activity from the protected party to the party best positioned to manage it.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed hold harmless agreement in place before the covered activity begins, liability for injuries, property damage, or third-party claims defaults to whichever party a court finds responsible — often the party with the deepest pockets, not the one that actually caused the loss. A contractor who damages a client's property, a subcontractor whose worker is injured on your job site, or an event vendor whose equipment harms a guest can all generate claims that land on your business if there is no written liability allocation in place. Beyond deflecting claims, a properly executed hold harmless agreement forces both parties to address insurance requirements upfront — confirming that the indemnitor actually has coverage before anything goes wrong, not after. This template gives you a professionally drafted, jurisdiction-aware starting point that covers the scope, carve-outs, insurance obligations, and survival provisions that distinguish enforceable agreements from those that fall apart when tested in court.\u003C/p>\n",1778773490615]