Hold Harmless Agreement Template

A hold harmless agreement is an indemnity: one party — the indemnifying party — promises to cover the other — the indemnified party — against claims a third party brings later because of an activity, not to release claims between the two of them. Download the ready-to-fill template below, or read the field-by-field checklist first.

Download the Hold Harmless Agreement

A complete, ready-to-fill PDF — 7 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.

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This is a template, not legal advice

This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.

Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.

Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.

What to include in a hold harmless agreement

These are the fields and clauses a hold harmless agreement needs. Leaving one out doesn’t necessarily void the indemnity, but each gap is a spot where enforceability — or the practical ability to actually rely on the promise — comes into question.

Indemnifying & indemnified party names
The full legal name and address of the party taking on the activity, and of the party they agree to protect from third-party claims because of it.
The activity, location, and date
A specific description of what the indemnifying party will do — use a premises, operate equipment, perform work — and where and when it happens.
The indemnification promise itself
A clear statement that the indemnifying party will cover, defend, and hold harmless the indemnified party against claims a third party brings because of the activity — not against claims between the two signatories.
A carve-out for the indemnified party's own fault
The indemnifying party should not be on the hook for a claim caused by the indemnified party's own negligence, gross negligence, or wilful misconduct — an indemnity that reaches that far invites a court to strike it down.
Notice and defense of claims
A procedure for how a claim gets reported, who controls the defense, and who pays for it — without this, "indemnify and hold harmless" is just four words with no mechanics behind them.
Insurance requirement
Many hold-harmless agreements back the promise with a minimum insurance requirement, so the indemnifying party can actually pay out if a claim materializes.
How long the obligation lasts
Indemnification obligations typically survive the activity itself — a claim can surface well after the event, and the agreement should say for how long it still applies.
Signature & date
The agreement isn't effective until the indemnifying party has signed and dated it.

An indemnity runs forward, to someone who never signs it

A liability waiver and a hold harmless agreement are easy to mix up because they both show up around the same kinds of activities — but they make different promises to different people. A waiver is a release: it operates the moment it is signed, and it settles claims between the two people who sign it.

A hold harmless agreement is an indemnity. The claim it is about does not exist yet when the agreement is signed — it might never exist — and when it does show up, it is brought by a third party, someone who is not a party to this agreement at all. The indemnifying party is promising to step in and cover the indemnified party if that happens, not giving up a claim of its own.

That is why this template has no assumption-of-risk clause and no release language. What it has instead is a defined indemnification obligation, a carve-out so the indemnifying party is not on the hook for the indemnified party’s own fault, and a notice-and-defense procedure so the promise actually functions when a claim lands.

Common mistakes to avoid

Confusing a hold-harmless agreement with a liability waiver. A waiver releases claims between the two people who sign it. A hold-harmless agreement is an indemnity — one party promises to cover the other against claims brought later by someone who never signs anything. Using waiver language ("Participant releases Organizer") in a document meant to protect against third-party claims leaves the actual promise you need unmade.
Writing an indemnity that also tries to cover the indemnified party's own negligence or wilful misconduct. Most courts will not enforce an indemnity that reaches that far, and some strike the whole clause rather than trim it back. Carve it out explicitly.
Skipping the notice-and-defense mechanics. "Indemnify and hold harmless" is not self-executing — without a clause on who gives notice of a claim, who controls the defense, and who can settle, the promise is hard to act on when an actual claim shows up.
Leaving the activity description vague. "Any and all activities" gives an indemnity nothing concrete to attach to, and makes it easier for a court — or the indemnifying party — to argue the claim in question falls outside what was agreed.
Treating the promise as self-funding. An indemnifying party who can't pay a six-figure judgment makes the clause worth little in practice. An insurance requirement is what usually stands behind the promise.

Get your agreement signed

Fill in the template above and send it to the other party for signature with a free Evenseal account — 3 documents a month, no card required. Only need your own copy signed? Self-sign for free with no account at /sign-pdf.

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Not legal advice — how far an indemnity can reach varies by jurisdiction, and some places restrict indemnifying a party for its own negligence. For anything high-value, have a local attorney review your agreement.

Frequently asked questions

What's the difference between a hold harmless agreement and a liability waiver?

A liability waiver releases claims between the two people who sign it — the participant gives up the right to sue the organizer over the ordinary risks of an activity. A hold harmless agreement runs a different direction: the indemnifying party promises to cover the indemnified party against claims brought later by a third party — someone outside the agreement entirely — because of the indemnifying party's activity. They solve different problems and are often used together in higher-risk arrangements, but one is not a substitute for the other.

Can a hold harmless agreement cover the indemnified party's own negligence?

Generally, no — not fully. Most jurisdictions will not enforce an indemnity that forces one party to cover the other for the other's own negligence, gross negligence, or wilful misconduct, and some invalidate the whole clause if it tries to reach that far. A properly drafted agreement carves this out explicitly, so the indemnity covers what it can lawfully cover.

Who actually controls the defense of a claim under this agreement?

That should be spelled out, not assumed. This template lets the indemnifying party assume and control the defense of a covered claim, with its own counsel and at its own expense, provided it acts diligently and keeps the indemnified party informed — while the indemnified party can still participate with its own counsel at its own cost. Without a clause like this, "indemnify and hold harmless" gives no guidance on who actually runs the litigation.

Does a hold harmless agreement need an insurance requirement?

It doesn't have to, but it's common — an indemnity is only as good as the indemnifying party's ability to pay. Requiring a minimum level of liability insurance, and proof of it on request, gives the indemnified party some assurance that a real claim can actually be covered rather than just promised on paper.

How long do indemnification obligations last?

Typically well past the activity itself. A third party might not bring a claim — for an injury or property damage that happened during the activity — until months or years later, so most hold-harmless agreements state that the indemnification obligation survives the activity's completion for a set period, rather than ending the moment the activity is over.

Is an e-signed hold harmless agreement legally binding?

In most countries, yes — an indemnity signed electronically carries the same legal weight as one signed on paper, under laws like the US ESIGN Act and UETA or the EU and UK's eIDAS rules. Enforceability of the underlying indemnity itself still depends on your jurisdiction and what it tries to cover, so review local rules before relying on it for anything high-risk. Are electronic signatures legally binding?.

Can I send this agreement to the other party to sign online?

Yes. Download the template above, fill in the blanks, then send it for signature with a free Evenseal account — no card required. If you only need your own signed copy, self-sign for free with no account at all. Create a free account.

Hold Harmless Agreement Template

Download the Hold Harmless Agreement

Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.

What to include in a hold harmless agreement

Indemnifying & indemnified party names

The full legal name and address of the party taking on the activity, and of the party they agree to protect from third-party claims because of it.

The activity, location, and date

A specific description of what the indemnifying party will do — use a premises, operate equipment, perform work — and where and when it happens.

The indemnification promise itself

A clear statement that the indemnifying party will cover, defend, and hold harmless the indemnified party against claims a third party brings because of the activity — not against claims between the two signatories.

A carve-out for the indemnified party's own fault

The indemnifying party should not be on the hook for a claim caused by the indemnified party's own negligence, gross negligence, or wilful misconduct — an indemnity that reaches that far invites a court to strike it down.

Notice and defense of claims

A procedure for how a claim gets reported, who controls the defense, and who pays for it — without this, "indemnify and hold harmless" is just four words with no mechanics behind them.

Insurance requirement

Many hold-harmless agreements back the promise with a minimum insurance requirement, so the indemnifying party can actually pay out if a claim materializes.

How long the obligation lasts

Indemnification obligations typically survive the activity itself — a claim can surface well after the event, and the agreement should say for how long it still applies.

Signature & date

The agreement isn't effective until the indemnifying party has signed and dated it.