A hold harmless agreement (also called an indemnification clause) is a contract provision where one party agrees to take on — or "hold the other harmless" from — certain liability. There are three common forms (broad, intermediate, and limited) that shift different amounts of risk. It is a contract term, not an insurance policy, but it works hand-in-hand with insurance: the party you indemnify usually also requires you to name them as an additional insured and provide a certificate of insurance so your coverage actually backs the promise.
Hold harmless clauses appear in subcontractor agreements, commercial leases, and venue and event contracts, and they are widely searched but poorly explained. This guide covers what the clause does, the three forms, and how it connects to your insurance — because a hold harmless promise you cannot back with coverage is a promise you personally absorb. It is general education, not legal advice; have significant contracts reviewed by an attorney.
What a hold harmless clause does
In a hold harmless (indemnification) clause, one party (the indemnitor) agrees to cover the losses, claims, or damages of another party (the indemnitee) arising from the work or relationship. In practice, a general contractor, landlord, or venue uses it to push the risk of your operations back onto you — so if something goes wrong because of your work, you (and your insurance) absorb it rather than them.
The three forms
- Broad form — you assume liability even for the other party's sole negligence. This is the most one-sided and is unenforceable or restricted in many states.
- Intermediate form — you assume liability for losses except those caused by the other party's sole negligence; you can still be responsible for shared-fault losses. The most common form.
- Limited form — you assume liability only to the extent of your own negligence. The most balanced.
Which form you sign matters a great deal — read it before agreeing, and have an attorney review broad-form language.
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How it works with your insurance
A hold harmless clause is only as good as your ability to pay on it — which is why it almost always comes bundled with insurance requirements:
- Additional insured — the party you indemnify usually requires you to add them to your policy so your coverage responds on their behalf. See additional insured vs certificate holder.
- Certificate of insurance — they will want a COI documenting your coverage and the endorsements. See certificate of insurance.
- Contractual liability — general liability policies typically cover liability you assume under an "insured contract," but broad-form indemnity can exceed what the policy will back — another reason to read the form.
Where you will see it
- Subcontractor agreements — GCs require subs to hold them harmless for the sub's work.
- Commercial leases — landlords require tenants to hold them harmless for claims arising in the leased space.
- Venue and event contracts — venues require event vendors and hosts to hold them harmless.
- Vendor and service contracts — clients push operational risk back to the vendor.
What to do when you are asked to sign one
- Read which form it is — broad, intermediate, or limited; broad-form deserves scrutiny.
- Check enforceability — many states limit broad-form indemnity, especially in construction.
- Make sure your insurance backs it — confirm additional-insured and contractual-liability coverage with your agent.
- Have significant agreements reviewed by an attorney — this is a legal document, not just an insurance one.
Frequently Asked Questions
What is a hold harmless agreement?
It is a contract clause (also called indemnification) where one party agrees to absorb certain liability of another — to hold them harmless from losses arising from the work or relationship. It is a contract term, not an insurance policy.
Is a hold harmless agreement the same as additional insured?
No, but they travel together. Hold harmless is a contract promise to absorb liability; additional insured is an endorsement that extends your insurance to the other party. Contracts usually require both so your coverage backs the promise.
What are the three types of hold harmless clauses?
Broad form (you assume the other party's sole negligence), intermediate form (you assume everything except their sole negligence), and limited form (you assume only your own negligence). Broad form is the most one-sided and restricted in many states.
Does my insurance cover a hold harmless agreement?
General liability typically covers liability you assume under an 'insured contract,' but broad-form indemnity can exceed what the policy will back. Confirm contractual-liability and additional-insured coverage with your agent.
Are hold harmless agreements enforceable?
It depends on the form and the state. Many states limit or void broad-form indemnity, especially in construction (anti-indemnity statutes). Have significant agreements reviewed by an attorney.
Where do hold harmless clauses show up?
Commonly in subcontractor agreements, commercial leases, venue and event contracts, and vendor or service contracts — anywhere one party wants to push operational risk onto another.
Quick glossary
- Hold harmless / indemnification
- A contract clause where one party agrees to absorb certain liability of another.
- Indemnitor / indemnitee
- The party giving the protection (indemnitor) and the party receiving it (indemnitee).
- Contractual liability
- Liability you take on by contract; general liability often covers it under an "insured contract."
- Broad / intermediate / limited form
- The three levels of indemnity, from assuming the other party's sole negligence to only your own.