Hold Harmless Agreement

Overview

A Hold Harmless Agreement (also called an indemnification clause) is a contractual provision where the vendor agrees to protect the property owner from liability arising from the vendor's operations. It works in tandem with insurance requirements — the hold harmless creates the contractual obligation, and the insurance provides the financial means to fulfill it.

Three Forms

Hold harmless agreements come in three strengths. Broad form requires the vendor to indemnify you even for your own negligence. Intermediate form covers claims arising from the vendor's work, including your partial negligence, but not your sole negligence. Limited form only covers claims caused entirely by the vendor's negligence. Many states have anti-indemnity statutes that void broad form agreements in construction contracts.

Connection to Insurance

The hold harmless clause is the legal basis for requiring Additional Insured status, Waiver of Subrogation, and Primary & Non-Contributory language on the vendor's policy. Without the contractual requirement, the vendor's broker has no basis to add these endorsements. Always ensure your insurance requirements align with your indemnification language.