Hold harmless clause
A promise not to hold the other party responsible for certain losses, usually paired with an indemnity and often treated as meaning the same thing.
What it means
A hold harmless clause says one party will not hold the other liable for certain losses or claims. It usually appears in the phrase “indemnify and hold harmless,” and many US courts treat the two terms as essentially the same. Some courts and drafters read “hold harmless” more narrowly, as a release of claims you might bring yourself, while the indemnity covers claims brought by outsiders.
These clauses are common in leases, venue and event contracts, and service agreements where one side works on the other’s premises. A fitness studio renting space for a pop-up class might agree to hold the landlord harmless for injuries to attendees. If a participant is hurt and sues the landlord, the studio is expected to absorb the cost, possibly even if the landlord’s loose floorboard contributed.
The key question is how far the protection reaches. A broad-form clause can protect the other party even from its own negligence, while a limited-form clause covers only losses you cause. Many states restrict broad-form clauses in some settings, such as construction, and some require the contract to say clearly that the other party’s own negligence is covered. Because the rules vary by state, the same wording can have different effects.
What to watch for
- Check whether the clause protects the other party even when the loss is caused by its own negligence or misconduct.
- See whether it is one-way or mutual, since a balanced version has each side covering the losses it causes.
- Look for a cap or an insurance tie-in, because hold harmless obligations are often uncapped.
- Confirm whether it covers only third-party claims or also waives claims you could bring against the other party yourself.
Example clause
Tenant will hold Landlord harmless from any claim for bodily injury or property damage occurring in the Premises during Tenant’s events, except to the extent caused by Landlord’s negligence or willful misconduct.
You bear the cost of injuries at your events, but not ones the landlord causes through its own carelessness.