Hold Harmless Clause
A hold harmless clause is a contract provision in which one party agrees not to hold the other liable for specified losses, damages, injuries, or legal claims arising from the agreement or a defined activity. It shifts risk between the parties and often overlaps with indemnification.
What it means
A hold harmless clause allocates the risk of loss between contracting parties. It can be unilateral (one party protects the other) or mutual (each protects the other), and comes in broad, intermediate, and limited forms depending on whether it covers the protected party's own negligence. It is frequently paired with an indemnification obligation and appears in services, construction, lease, and event contracts. Some states limit or void overly broad hold harmless clauses, especially those covering a party's sole negligence.
Read more
- Indemnification Clauses Explained (Plain English) — Learn what indemnification clauses are, how mutual vs. one-sided indemnity works, and how to negotiate fair terms in any business contract.
- Limitation of Liability Clauses Explained — Understand limitation of liability clauses in contracts — how caps work, what damages they cover, enforceability rules, and how to negotiate them fairly.
- What Makes a Contract Legally Binding? — Learn the five elements every legally binding contract must have — offer, acceptance, consideration, capacity, and legality — with real examples and jurisdiction notes.