Hold Harmless Agreement: Types, Examples and When to Require One
A hold harmless agreement is how the party doing the work — a sub, a vendor, a league renting your gym — promises that a loss from that work won't land on you. This guide is written for the side asking for one: which form to use, where state law draws the line, when to require it, and the one thing most agreements on file are missing — the insurance that pays for the promise.
A hold harmless agreement is a contract clause in which one party agrees not to hold another responsible for certain losses — and usually to defend and pay for them. It comes in three forms: broad (covers the other party's own fault), intermediate (covers shared fault) and limited (covers only your own fault). Many states restrict the broad form in construction. Require one from subs, vendors and facility renters, and always pair it with a certificate of insurance: the agreement is the promise, the insurance is what pays for it.
In this guide
What a hold harmless agreement is
A hold harmless agreement is a promise by one party — the indemnitor — that it won't hold the other party — the indemnitee — responsible for certain losses, and usually that it will defend the indemnitee and pay if someone brings a claim. It is most often a clause inside a larger contract (a subcontract, a vendor service agreement, a facility use agreement), and sometimes a one-page agreement of its own.
It is almost always written as "indemnify, defend and hold harmless". The three verbs overlap, and many courts treat them as one obligation; the one worth noticing is defend. A duty to defend means the indemnitor pays for your lawyers from the start, not only after a loss is proven — often the most valuable part of the promise.
One-way (unilateral)
Only one party makes the promise — the sub to the GC, the vendor to the property owner, the renter to the school. This is what you want when the other party is doing the work.
Mutual
Each party holds the other harmless for losses it causes. Common between parties of similar size; it protects you less, because you are making the same promise back.
Broad, intermediate and limited form
The form is decided by one question: whose fault does the promise cover?
| Form | Covers losses caused by… | Example wording, simplified | Enforceability |
|---|---|---|---|
| Broad | Anyone, including the indemnitee alone | "…any and all claims arising out of the Work, regardless of whether caused in whole or in part by the Contractor." | Most restricted. Many states void it in construction contracts. |
| Intermediate | The indemnitor, alone or shared with the indemnitee — but not the indemnitee alone | "…claims arising out of the Work, except to the extent caused by the sole negligence of the Contractor." | Widely used; restricted in some states. |
| Limited (comparative) | Only the indemnitor, in proportion to its fault | "…to the extent caused by the negligent acts or omissions of the Subcontractor." | Generally enforceable. The safest default for a template. |
The example wording is there to show the difference between the forms, not to be pasted into a contract. Your template's actual language belongs with your attorney.
Where state law draws the line
Most states have an anti-indemnity statute for construction contracts: a law that makes certain hold harmless clauses unenforceable, usually ones that would make a sub pay for the GC's or owner's own negligence. They differ in how far they go — some only void the broad form, some reach the intermediate form, and some also limit what the additional insured requirement can cover. A few well-known examples:
- New York — General Obligations Law § 5-322.1 voids construction clauses that indemnify a party for its own negligence.
- California — Civil Code § 2782 voids clauses covering the indemnitee's sole negligence or willful misconduct, with further limits on residential and public work.
- Texas — Insurance Code Chapter 151 limits broad indemnity in construction contracts, and the additional insured coverage that can be required to back it.
Outside construction — vendor service agreements, facility rentals, events — the statutes usually don't apply, and courts look instead at whether the clause is clear, conspicuous and signed by someone with authority.
Not legal advice. Statutes change and their exceptions matter. Use this to know what to ask, and have an attorney in your state review your subcontract, vendor and facility use templates.
Examples: subcontracts, vendor agreements and facility rentals
The same promise shows up in three places, with different people on each side:
General contractors
In the subcontract
The sub holds the GC — and usually the owner, flowed down from the prime contract — harmless for claims arising from the sub's work. Paired with the insurance exhibit, additional insured endorsements and waiver of subrogation.
Subcontractor risk management →Property managers
In the vendor service agreement
The vendor holds the owner and the management company harmless for injuries and damage from its work on the property. Vendors without a signed agreement are the gap: no agreement, no promise.
Vendor risk management for property managers →Schools
In the facility use agreement
A league, camp or event organizer renting a gym, field or pool holds the school harmless for injuries during the rental. One agreement per renter or per season, signed before the first use, with a certificate naming the school.
Vendor and renter compliance for private schools →The insurance that makes it worth something
A hold harmless agreement from a sub or a league with no insurance is a promise from someone who can't pay. Three protections work together, and the agreement is only one of them:
| Protection | What it does | Where you see it |
|---|---|---|
| Hold harmless / indemnity | The other party promises to defend you and pay for losses from its work | The signed contract or agreement |
| Contractual liability coverage | The other party's general liability pays for the promise it made — standard CGL policies cover liability assumed in an "insured contract" | Their certificate of insurance; ask whether contractual liability has been endorsed off |
| Additional insured | You become an insured on their policy and can claim directly, without relying on their promise | An endorsement such as CG 20 10 / CG 20 37, reported on the certificate |
Require all three. If an anti-indemnity statute cuts back the agreement, additional insured status may still respond; if the policy has lapsed, neither does — which is why the certificate needs tracking for as long as the agreement is in force. See certificate holder vs. additional insured and CG 20 10 vs CG 20 37, and the contractual risk transfer section of the risk management guide for how the clauses fit together.
What to check on a signed agreement
An agreement in the file isn't the same as an agreement that works. Before you file it:
The right parties
Your legal entity — and the owner or the school's governing body if they should be protected too — named exactly, and the other party named as the business doing the work, matching its certificate.
Signed by someone who can bind them
An owner, officer or authorized manager — not a crew lead or a parent volunteer for a league.
Covers this work, these dates
The project, the property, or the rental dates and facilities. A season agreement for the gym doesn't cover the pool.
Your template, unchanged
Renters and vendors sometimes return the agreement with lines struck through. Read the signed copy, not just the signature block.
Filed with the certificate
The agreement and the insurance behind it belong together, with the certificate current for the same dates.
How TrackMyVendor automates this
- Make the hold harmless agreement your own document type, attach your blank agreement, and it appears on every renter's or vendor's checklist and upload link until a signed copy comes back. Pro
- Require it per project or per rental — the pool rental owes one, the classroom booking doesn't — and anyone missing it is flagged on that assignment. Pro
- The certificate behind it is read by AI — every coverage row with its limits and dates — and each policy is tracked on its own expiration.
A signed agreement counts as soon as it arrives; we don't read the clause or check who signed it. Steps 1 to 4 above are still yours.
See facility use requirements for schoolsThe agreement and the insurance, collected together
Subs, vendors and renters upload the signed agreement and their certificate through one link — no account, no portal. Every policy is tracked on its own dates, and you can see at a glance who still owes what. Your first 25 contractors are free.