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Free hold harmless (indemnity) agreement template (Word)

Reviewed by Clausery editors · · 3 min read

An agreement where one party (indemnitor) agrees to indemnify, defend and hold the other (indemnitee) harmless from specified claims, losses, liabilities or lawsuits arising from an activity, contract or arrangement.

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A hold harmless agreement (or indemnity agreement) allocates risk between two parties: if something goes wrong, the indemnitor pays for losses, damages or legal costs instead of (or before) the indemnitee. Common in construction, events, vendor contracts, rentals and service agreements.

Indemnity clauses are heavily litigated. The scope, duty to defend, and limits on liability matter enormously; many states restrict indemnification for one's own negligence unless the contract says so clearly and conspicuously.

What to include#

  • Parties. Indemnitor (party taking on liability) and indemnitee (party being protected); names, addresses and signing authority.
  • Activity/contract covered. Specific activity, project, event or contract the indemnity applies to, and the time period.
  • Scope of indemnity. What losses are covered: third-party claims, bodily injury, property damage, attorney fees, fines; whether negligence of the indemnitee is covered; and any limits.
  • Duty to defend. Whether the indemnitor must provide a defence (and pick counsel) or just reimburse after a loss.
  • Insurance and limits. Required insurance (general liability, workers comp, professional) with named additional insured; certificate of insurance; any cap on liability.

How to fill it in#

  1. Step 1: Define the risk clearly

    Specify what is and is not covered; vague 'all claims' language is harder to enforce.

  2. Step 2: Match the insurance requirement

    Require insurance limits that back the indemnity; ask for a certificate naming you as additional insured.

  3. Step 3: Be explicit about negligence

    If you want indemnity for your own partial negligence, most states require clear 'including negligence of indemnitee' language.

  4. Step 4: Add defence duty

    Make the indemnitor defend you from the start of a claim (not just pay after judgment); this is a key practical protection.

  5. Step 5: Have counsel review

    Indemnity is highly state-specific — have a local attorney review for enforceability before signing.

Liability waiver

Participant-facing waiver signed before an activity.

General release

Release of claims after a dispute settles.

Independent contractor agreement

Service contracts often contain mutual hold-harmless clauses.

Event planning contract

Clients typically indemnify organisers for event-specific risks.

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Questions

Is hold harmless the same as indemnity?

Often used interchangeably; technically 'hold harmless' protects against loss, 'indemnify' reimburses after loss — but most contracts use both.

Can I indemnify myself from my own negligence?

Most states allow it only if the contract says so clearly and conspicuously; some states ban it entirely for certain industries (e.g. construction).

Does it replace insurance?

No — an indemnity without insurance backing is only as strong as the indemnitor ability to pay; always require matching insurance.

Mutual or one-way?

Either — two businesses contracting often indemnify each other; a venue will usually require one-way indemnity from the renter.

Do I need a separate agreement?

Short-form indemnity can be a clause in a larger contract; standalone agreements are common for one-off events or high-risk activities.

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These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.

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