What is the difference between broad, intermediate, and limited form indemnification?

Broad form indemnification requires the indemnitor to cover all losses, even those caused by the indemnitee's own negligence — this provides the maximum protection to the indemnitee but is prohibited or restricted in many states. Intermediate form covers losses caused by the indemnitor's negligence and shared fault between the parties, but not losses caused solely by the indemnitee's negligence — this is the most common and generally enforceable form. Limited form only covers losses caused solely by the indemnitor's negligence — this is the most restrictive and provides the least protection to the indemnitee.

Are hold harmless agreements enforceable in all states?

Hold harmless agreements are generally enforceable in all states, but the scope of what they can cover varies significantly. Many states have anti-indemnity statutes that restrict or prohibit broad form indemnification, particularly in construction contracts. For example, Texas Insurance Code Section 151.102, New York General Obligations Law Section 5-322.1, and California Civil Code Section 2782 all limit broad form indemnification in construction. Some states also require indemnification clauses to meet specific language or conspicuousness requirements. Always check your state's specific laws.

Do I need insurance in addition to a hold harmless agreement?

Yes, strongly recommended. A hold harmless agreement is only as good as the indemnitor's ability to pay. If the indemnitor is a small company or individual without significant assets, they may not be able to fulfill their indemnification obligation when a large claim arises. Requiring the indemnitor to carry general liability insurance — and to name you as an additional insured — provides a financial backstop. The insurance company will cover claims even if the indemnitor cannot pay out of pocket.

Can a hold harmless agreement protect against gross negligence?

No. In virtually all states, a hold harmless agreement cannot protect a party against claims arising from its own gross negligence, willful misconduct, fraud, or criminal acts. Gross negligence is a conscious and voluntary disregard of the need to use reasonable care. If a court finds that the indemnitee acted with gross negligence, the hold harmless clause will not shield them from liability, regardless of what the agreement says. The agreement only shifts liability for ordinary negligence.

How long does a hold harmless agreement last?

The duration depends on the terms you choose. A specific-event agreement covers only the described activity or project but survives for any claims arising from that activity even after it ends. An ongoing agreement continues until one party provides written notice of termination. A fixed-term agreement expires on a specific date. Regardless of the duration type, the indemnification obligation typically survives termination for any claims arising from events that occurred during the agreement's term. It is common for the survival period to extend through the applicable statute of limitations.

Free Hold Harmless Agreement Template — Fill Out & Download Instantly

Free — No Sign-Up RequiredPDF & WordUpdated April 6, 2026

⚠️ Legal Disclaimer: This template is attorney-reviewed and built to US legal standards. It does not substitute for professional legal advice. For complex situations, we recommend consulting a licensed attorney.

Document Completeness20%

State and governing law for this agreement

State*

The state whose laws will govern this agreement — this affects the enforceability of different indemnification forms

Governing Law (State)*

The state whose laws will govern disputes under this agreement — typically the state where the activity takes place

The party who agrees to hold harmless and indemnify

Indemnitor Name (Party Assuming Liability)*

The full legal name of the party who agrees to assume liability and protect the other party from claims

Indemnitor Address*

The party being protected from claims and liability

Indemnitee Name (Party Being Protected)*

The full legal name of the party who will be protected from claims under this agreement

Indemnitee Address*

What the agreement covers and when it takes effect

Activity / Service Description*

Describe the specific activity, service, project, or transaction covered by this agreement. Be thorough and specific.

Effective Date*

MM/DD/YYYY

Scope of liability protection and duration

Scope of Indemnification*

Broad Form — Indemnitor assumes all liability, including claims caused by the Indemnitee's own negligenceIntermediate Form — Indemnitor assumes liability for claims caused by Indemnitor's negligence or shared faultLimited Form — Indemnitor assumes liability only for claims caused solely by Indemnitor's negligence

Broad form is the most protective for the indemnitee but is prohibited or restricted in many states, especially for construction. Intermediate form is the most common. Limited form is the most restrictive.

Duration of Agreement*

Optional insurance coverage requirements for the indemnitor

Require the Indemnitor to maintain insurance coverage

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HOLD HARMLESS AND INDEMNIFICATION AGREEMENT

This Hold Harmless and Indemnification Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

Indemnitee (Protected Party):

[Indemnitee Name (Party Being Protected)]

[Indemnitee Address]

and

Indemnitor (Assuming Liability):

[Indemnitor Name (Party Assuming Liability)]

[Indemnitor Address]

RECITALS

WHEREAS, the Indemnitor will perform or engage in the following activity or service:

[Activity / Service Description]

WHEREAS, the Indemnitee requires protection from claims, losses, and liabilities that may arise from or in connection with the above-described activity or service;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. INDEMNIFICATION AND HOLD HARMLESS

1.1 Intermediate Form Indemnification. The Indemnitor agrees to indemnify, defend, and hold harmless the Indemnitee, and its officers, directors, employees, agents, successors, and assigns (collectively, the "Protected Parties"), from and against any and all claims, damages, losses, costs, expenses, liabilities, judgments, settlements, and attorneys' fees (collectively, "Losses") arising out of, resulting from, or in any way connected with the above-described activity or service, TO THE EXTENT SUCH LOSSES ARE CAUSED BY OR RESULT FROM:

(a) The negligent acts or omissions of the Indemnitor, its employees, agents, or subcontractors; or

(b) The concurrent negligence of the Indemnitor and the Indemnitee (in proportion to the Indemnitor's share of fault); or

This indemnification does NOT apply to Losses caused solely by the negligence or willful misconduct of the Indemnitee.

1.2 Duty to Defend. The Indemnitor's obligation under this Agreement includes the duty to defend the Protected Parties against any claim or action covered by this indemnification, using legal counsel reasonably acceptable to the Indemnitee. The Indemnitee shall promptly notify the Indemnitor in writing of any claim for which indemnification may be sought.

1.3 Exclusions. Notwithstanding anything in this Agreement to the contrary, the Indemnitor's obligations under this Article shall NOT extend to Losses arising from the gross negligence, willful misconduct, fraud, or criminal acts of the Indemnitee.

ARTICLE 2. TERM AND DURATION

This Agreement shall be effective as of the Effective Date and shall remain in effect for the duration of the above-described activity or service, and shall continue thereafter with respect to any claims, demands, or actions arising out of or related to the above-described activity or service, regardless of when such claims are asserted.

GENERAL PROVISIONS

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law (State)], without regard to its conflict of laws principles.

2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. If any indemnification provision is held to be unenforceable in its current form, it shall be reformed to the maximum extent permitted by applicable law.

3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements between the parties, whether written or oral.

4. Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties.

5. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

6. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth above.

7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Hold Harmless and Indemnification Agreement as of the date first written above.

INDEMNITEE:

_________________________________________

Authorized Signature

[Indemnitee Name (Party Being Protected)]

Date: ______________________________________________

INDEMNITOR:

_________________________________________

Authorized Signature

[Indemnitor Name (Party Assuming Liability)]

Date: ______________________________________________

Document Completeness20%

State and governing law for this agreement

State*

The state whose laws will govern this agreement — this affects the enforceability of different indemnification forms

Governing Law (State)*

The state whose laws will govern disputes under this agreement — typically the state where the activity takes place

The party who agrees to hold harmless and indemnify

Indemnitor Name (Party Assuming Liability)*

The full legal name of the party who agrees to assume liability and protect the other party from claims

Indemnitor Address*

The party being protected from claims and liability

Indemnitee Name (Party Being Protected)*

The full legal name of the party who will be protected from claims under this agreement

Indemnitee Address*

What the agreement covers and when it takes effect

Activity / Service Description*

Describe the specific activity, service, project, or transaction covered by this agreement. Be thorough and specific.

Effective Date*

MM/DD/YYYY

Scope of liability protection and duration

Scope of Indemnification*

Duration of Agreement*

Optional insurance coverage requirements for the indemnitor

Require the Indemnitor to maintain insurance coverage

What Is a Hold Harmless Agreement (Indemnification Agreement)?

A hold harmless agreement (also called an indemnification agreement or indemnity agreement) is a legal contract in which one party (the indemnitor) agrees to assume liability and protect another party (the indemnitee) from claims, losses, damages, or expenses arising from a specified activity, service, or transaction. Hold harmless agreements are commonly used in construction contracts, event planning, property rentals, service agreements, and any situation where one party's actions could expose the other to legal or financial risk. The scope of protection depends on the form chosen: a broad form agreement shifts all liability to the indemnitor (including the indemnitee's own negligence), an intermediate form covers the indemnitor's negligence and shared fault, and a limited form only covers liability caused solely by the indemnitor.

When Do You Need It?

You should use a hold harmless agreement whenever one party's activities could create liability for another party. Common situations include: hiring contractors or subcontractors for construction or renovation work, renting property or equipment to others, organizing events on someone else's property, providing professional services that involve physical risk, allowing third parties to use your facilities, entering into joint ventures or partnerships, and any commercial arrangement where one party wants protection against claims arising from the other party's actions. The agreement should be signed before the activity or service begins..

What's Included in This Template

Indemnitor and indemnitee identification
Detailed activity or service description
Scope of indemnification (broad, intermediate, or limited form)
Duration and termination provisions
Insurance requirement provisions
Governing law and jurisdiction
Severability and general provisions
Signature blocks for both parties

How to Fill It Out

Enter Party Information — Provide the full legal names and addresses of both the indemnitor (the party assuming liability) and the indemnitee (the party being protected). Make sure these match the names used in any related contracts or agreements.

Describe the Activity or Service — Clearly describe the specific activity, service, project, or transaction that the hold harmless agreement covers. The more detailed your description, the clearer the scope of the indemnification and the easier it will be to enforce.

Choose Scope, Duration & Insurance — Select the appropriate scope of indemnification (broad, intermediate, or limited), set the duration of the agreement, and decide whether to require the indemnitor to maintain insurance coverage. Note that some states prohibit broad form indemnification.

Review, Sign & Distribute — Both parties should carefully review the agreement, sign and date it, and retain copies. If the agreement involves construction work, have an attorney review it for compliance with your state's anti-indemnity statutes.

Legal Requirements & Notes

This hold harmless agreement template addresses common indemnification structures used in commercial and service relationships. Key legal considerations:

Broad vs. Intermediate vs. Limited Form: The three forms of indemnification differ primarily in whether the indemnitor assumes liability for the indemnitee's own negligence. Broad form covers everything, including the indemnitee's sole negligence. Intermediate form covers shared fault but not the indemnitee's sole negligence. Limited form covers only the indemnitor's sole negligence. Choose the form that matches your risk allocation needs and complies with your state's laws.

Anti-Indemnity Statutes: Many states have enacted anti-indemnity statutes that restrict or prohibit certain forms of indemnification, particularly in the construction industry. For example, Texas, New York, California, and many other states prohibit broad form indemnification in construction contracts. Some states extend these restrictions to other industries. Before using a broad form agreement, verify that it is enforceable in your state and industry.

State Enforceability: Even outside the construction context, some states impose requirements on indemnification clauses to be enforceable. Courts may scrutinize whether the language is sufficiently clear and conspicuous, whether the indemnitor had bargaining power, and whether the provision was negotiated rather than imposed on a take-it-or-leave-it basis.

Insurance and Additional Insured Status: Requiring the indemnitor to carry liability insurance and name the indemnitee as an additional insured provides a crucial backup to the contractual indemnification. If the indemnitor lacks the financial resources to honor its indemnification obligation, insurance ensures the indemnitee is still protected.

Gross Negligence and Willful Misconduct: In virtually all jurisdictions, indemnification provisions cannot protect a party against claims arising from its own gross negligence, willful misconduct, or fraud. This template includes this standard exclusion.

This template provides general guidance and is not a substitute for legal advice. Have a licensed attorney in your state review this agreement before use, especially if it involves construction, real estate, or high-value transactions.

Frequently Asked Questions

A hold harmless agreement is a contract between two parties in which one party (the indemnitor) agrees to protect the other (the indemnitee) from financial losses, including by paying claims, damages, and legal fees. A liability waiver, on the other hand, is signed by a participant who agrees not to sue a provider or organizer for injuries. The key difference is that a hold harmless agreement creates an affirmative obligation to defend and pay, while a waiver simply releases the right to sue. Hold harmless agreements are typically used in business-to-business relationships, while waivers are used with individual participants.