Glossary

Hold harmless agreement

A contract clause in which one party agrees to take on another party's liability for specified claims, usually those arising from the first party's work.

Also called: hold harmless clause, indemnity agreement, indemnification clause, save harmless clause

A hold harmless agreement, also called an indemnity clause, is a promise in a contract to pay for, defend or absorb claims that would otherwise fall on the other party. A landlord asks a tenant to hold it harmless for injuries in the space. A general contractor asks every subcontractor to do the same for injuries from the sub's work.

Three forms are common. The limited form makes you responsible only for your own negligence. The intermediate form also covers claims where the other party is partly at fault, but not where it is solely at fault. The broad form covers the other party even for its sole negligence. Many states restrict or void broad and sometimes intermediate forms in construction contracts. Texas Insurance Code chapter 151 and New York General Obligations Law section 5-322.1 are examples, and the rules differ by state.

The clause is only as good as the insurance behind it. The CGL covers liability assumed in an "insured contract" under its contractual liability provisions, but only if the contract is signed before the injury and the liability falls within the form's definition. Contracts often add an additional insured endorsement and a waiver of subrogation. Have an attorney read any indemnity clause before signing; do not accept one broader than your insurance can support. The guide on indemnification and hold harmless clauses and your insurance explains the wording, and the contract insurance requirements checker compares contract demands with your policies.

Last reviewed October 10, 2026

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Related terms

Insured contract A contract in which you assume another's tort liability, which the CGL covers despite its contractual liability exclusion if it fits a listed type. Contractual liability Responsibility you take on by agreeing in a contract to cover another party's losses, and the limited way a general liability policy responds to it. Additional insured A person or business added by endorsement to someone else's liability policy so it can claim directly for suits tied to the policyholder's work or premises. Indemnity The principle that insurance restores your financial position after a loss, no better and no worse; also a contract promise to make good another's loss. Waiver of subrogation An endorsement in which an insurer gives up its right to recover a paid claim from a named party, usually one the policyholder contracted with.

Related guides

How to review the insurance requirements in a contract A step-by-step method for reading the insurance clause in a lease, vendor or construction contract, matching it to your policies and fixing gaps before signing. Contractual liability coverage and insured contracts How the CGL contractual liability exclusion and insured contract exception work, what CG 24 26 changes, and how anti-indemnity laws limit hold-harmless clauses. Contractual risk transfer: shifting liability by contract and insurance How indemnity clauses, insurance requirements, waivers and bonds shift liability to a counterparty, and where each fails: solvency, endorsements, state law. Insurance for delivery businesses and gig drivers What delivery businesses and gig drivers need: why personal auto may deny delivery claims, what platforms insure, state laws and the commercial auto to buy. Insurance for freelancers and independent contractors Freelancers carry their own risk. The policies that matter most are professional liability, general liability and cyber, plus coverage for equipment and income. Indemnification and hold harmless clauses and your insurance What indemnify, defend and hold harmless promise, how broad, intermediate and limited clauses differ, and how TX, NY, FL and CA limit them.

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