hold harmless agreement
A provision in a contract that requires one contracting party to respond
to certain legal liabilities of the other party. For example, construction contracts
typically require the contractor to indemnify the owner with respect to the
owner's liability to members of the public who are injured or whose property
is damaged during the course of the contractor's operations. There are a number
of types of hold harmless clauses, differentiated by the extent of the liabilities
they transfer. The most commonly used types of clauses are the "broad," "intermediate,"
and "limited" form hold harmless clauses.
- Limited form—Where Party A holds
Party B harmless for suits arising out of Party A's sole negligence. Party
B is thus protected when it is held vicariously responsible for the actions
of Party A.
- Intermediate form—Where Party
A holds Party B harmless for suits alleging sole negligence of Party A or
negligence of both parties.
- Broad form—Where Party A holds
Party B harmless for suits against Party B based on the sole negligence
of A, joint negligence of A and B, or the sole negligence of B. Broad form
hold harmless agreements are unenforceable in a number of states.
See also Contractual liability;
Contractual liability insurance;
risk transfer; Indemnitee;
Links for IRMI Online Subscribers Only: