ClauseryFree hold harmless agreement template (Word)
An agreement in which one party, or each party, takes responsibility for claims arising from an activity: a one-way or mutual hold harmless and indemnity, an optional duty to defend, exceptions for gross negligence and willful misconduct, optional liability insurance naming the other party, and notice of claims.
No sign-up. Your answers stay in your browser. Who it is for: Property owners, venues, event organizers, landlords and contractors who let someone use their property, premises or equipment, or work on site.
Updated · Word (.docx) · Free to use and adapt
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What is in the hold harmless agreement
- Parties and short names
- The activity and where it happens
- One-way or mutual hold harmless and indemnity
- Optional duty to defend
- Exceptions for gross negligence and willful misconduct
- Optional liability insurance and additional insured status
- Notice and handling of claims
- Term, with an optional end date
- Governing law and signatures
Read the full template
This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.
MUTUAL HOLD HARMLESS AGREEMENT
This Hold Harmless Agreement (the "Agreement") is made on [Agreement date] between [First party name], [First party address] ("[First party short]"), and [Second party name], [Second party address] ("[Second party short]").
1. Background
[First party short] will [Activity description] at [Activity location] (the "Activity"), and the parties want to agree who bears the risk of claims arising from it.
2. Hold harmless and indemnity
[First party short] agrees to hold harmless and indemnify [Second party short], and its owners, officers, employees and agents, against all claims, demands, losses, damages, liabilities, fines and costs, including reasonable legal fees, arising out of the Activity or out of any act or omission of [First party short], its employees, guests or contractors in connection with it.
Each party agrees to hold harmless and indemnify the other, and the other's owners, officers, employees and agents, against all claims, demands, losses, damages, liabilities, fines and costs, including reasonable legal fees, to the extent they arise out of the indemnifying party's own acts or omissions, or those of its employees, guests or contractors, in connection with the Activity.
The indemnifying party will also defend any claim covered by this section at its own cost, using lawyers reasonably acceptable to the other party.
3. Exceptions
No party is required to indemnify another for loss caused by that other party's gross negligence, willful misconduct or breach of this Agreement, or for anything the law does not allow to be indemnified.
4. Insurance
[First party short]Each party will keep general liability insurance of at least [Insurance amount] per occurrence for the duration of the Activity, naming [Second party short]the other party as an additional insured, and will provide a certificate of insurance on request.Neither party is required by this Agreement to carry insurance, but each is responsible for any insurance it needs.
5. Notice of claims
A party seeking to be indemnified must tell the other party promptly in writing about any claim, give it reasonable help in dealing with the claim, and not settle the claim without its consent, which may not be unreasonably withheld.
6. Term
This Agreement covers the Activity from [Agreement date] until [End date] until the Activity ends, and continues to apply afterwards to claims arising from anything that happened during that time.
7. General
This Agreement is governed by the laws of [Governing law]. If any part of it cannot be enforced, it will be enforced to the greatest extent the law allows and the rest remains in effect. It is the entire agreement between the parties on its subject and can only be changed in writing signed by both.
[First party short]: ____________________________ Date: ______________
[Second party short]: ____________________________ Date: ______________
The questions you answer
Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.
| Question | Type | Asked when |
|---|---|---|
| Is mutual | Yes / no | Always |
| Agreement date | Date | Always |
| First party name | Short text | Always |
| First party address | Long text | Always |
| First party short | Short text | Always |
| Second party name | Short text | Always |
| Second party address | Long text | Always |
| Second party short | Short text | Always |
| Activity description | Long text | Always |
| Activity location | Short text | Always |
| Include duty to defend | Yes / no | Always |
| Require insurance | Yes / no | Always |
| Insurance amount | Money | If “Require insurance” is yes |
| Name additional insured | Yes / no | If “Require insurance” is yes |
| Has end date | Yes / no | Always |
| End date | Date | If “Has end date” is yes |
| Governing law | Short text | Always |
How to use it
Open it
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Answer the questions
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Questions
What does hold harmless mean?
One party agrees not to hold the other responsible for certain losses, and usually to pay for claims that other people bring. For example, a company renting a venue agrees to cover claims from guests injured at its event.
Is a hold harmless agreement enforceable?
Generally yes, if it is clear, both parties sign it and it does not go against public policy. Courts usually refuse to enforce one for gross negligence or deliberate wrongdoing, and many US states limit these clauses in construction contracts, so check local law for building work.
How is it different from a liability waiver?
A liability waiver is signed by a participant to give up their own right to sue. A hold harmless agreement usually goes further: one party also covers the other against claims made by third parties.
Is it really free?
Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.
Is my information uploaded anywhere?
No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.
Is this legal advice?
No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.
Clauses in this template, explained
- Indemnification clause
- Survival clause
- Governing law and jurisdiction clause
- Entire agreement clause
- Severability clause
- Amendment clause
Guide: What is a hold harmless agreement? Types, examples and limits
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This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.