Contracts

Hold Harmless

A contract clause in which one party agrees to absorb liability for specified claims that would otherwise fall on the other.

A hold harmless clause (also called an indemnification clause; the two are often used interchangeably though there are technical distinctions) is a contract provision in which one party (the indemnitor) agrees to absorb liability for claims that would otherwise fall on the other party (the indemnitee). Construction contracts almost always include hold-harmless provisions running from contractor to owner and from sub to GC.

Three common types: limited (indemnitor only covers claims arising from their own negligence), intermediate (indemnitor covers claims arising from joint negligence), and broad-form (indemnitor covers all claims regardless of fault). Many states have anti-indemnity statutes that limit or void broad-form indemnification in construction contracts. Always review hold-harmless language with a construction attorney before signing.

Frequently asked questions

What is a hold harmless clause?+

A contract provision where one party agrees to absorb liability for specified claims that would otherwise fall on the other party. Almost always present in construction contracts running contractor-to-owner and sub-to-GC.

Are hold harmless clauses enforceable?+

Limited and intermediate forms are generally enforceable. Broad-form (indemnify regardless of fault) is voided by anti-indemnity statutes in many states for construction contracts. Always review state law and the specific clause with an attorney.

What is the difference between hold harmless and indemnification?+

In practice they are often used interchangeably. Technical distinction: indemnification is the obligation to compensate for loss; hold harmless is broader and may include defense and protection from claims. Most contracts use both terms together.

Related terms