Hold Harmless Agreement
What Is a Hold Harmless Agreement?
A hold harmless agreement is a simple promise in a contract about who takes responsibility if there’s an accident. One party (you) agrees to handle certain claims so the other party isn’t blamed. It can be one-way (you protect them) or mutual (you protect each other).
What is the Purpose of a Hold Harmless Agreement?
A hold harmless agreement sets clear rules about who takes responsibility if something goes wrong. It shifts or shares risk, so work can move forward with fewer surprises.
It pairs with commercial general liability insurance and changes to your policy (aka endorsements), like:
- Additional insureds: Adds a qualified third-party to your policy for claims arising out of your operations
- Primary and noncontributory agreement: Specifies that your policy pays first if a covered claim occurs
- Waiver of subrogation: Specifies that your insurer won’t chase the other party for repayment
Bottom Line: Hold harmless agreements reduce finger-pointing, speed up contracting, and help the right policy respond when an on-site injury or property damage occurs.
Are There Different Types of Hold Harmless Clauses?
There are two types of hold harmless agreements: unilateral and mutual.
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| Type of Clause | What It Does | Who Uses It | When to Use It |
|---|---|---|---|
|
Unilateral (one-way) |
You agree to protect the other party, but they don’t protect you |
Vendors working at a venue or for a larger client |
When the other party is exposed to minimal risk from your work and is hosting or hiring you |
|
Mutual (reciprocal) |
You and the other party agree to protect each other from claims tied to your own work |
Partnerships, subcontractors, events where each party brings people, gear, or activities |
When risks are shared and fairness/ongoing professional relationships matter |
How Does a Hold Harmless Agreement Work?
When you and the other party add a hold harmless agreement to a contract, here’s what it will specify:
- What it covers (scope): The contract outlines the work, dates, and locations to which it applies
- When it applies (trigger): If someone gets hurt or property is damaged while you’re doing the covered work, the promise kicks in
- How it’s paid: Your general liability insurance may step in if the loss falls under a coverage category your policy typically covers and you have sufficient limits
Common exceptions (aka “carve-outs”): Most clauses (and insurers) won’t cover the other party’s gross negligence (extreme carelessness) or intentional acts.
Example: You’re a vendor at a venue. Someone trips on your cables and sues you and the venue. The venue points to the hold harmless clause. Your general liability may defend and pay (up to your policy’s limits) because you assumed that liability in the contract.
Hold Harmless vs. Primary & Noncontributory vs. Waiver of Subrogation: What’s the Difference?
The biggest difference between these three is that a hold harmless agreement lives in a contract with you and another party. A primary and noncontributory clause and waiver of subrogation are added to your insurance policy via an endorsement (a document that changes what your policy can cover).
A primary and noncontributory clause determines that your insurance will pay first if a claim happens. A waiver of subrogation means your insurance company won’t seek repayment from another party, even if they’re at fault for the claim.
Swipe →
| Hold Harmless | Primary & Noncontributory | Waiver of Subrogation | |
|---|---|---|---|
|
What It Means |
You agree to take responsibility for certain claims |
Your insurance pays first and doesn’t seek contribution from theirs |
Your insurer gives up the right to seek repayment from the other party, even if they’re at fault |
|
Where It Lives |
The contract (venue/vendor agreement, Scope of Work/SOW, etc.) |
Your insurance policy via endorsement |
Your insurance policy via endorsement |
|
Primary Purpose |
Shift liability between parties |
Make your policy the first to pay for covered claims tied to your work |
Prevent your insurer from going after the other party after paying a covered claim |
|
Who It Protects (directly) |
The party being “held harmless” (not responsible) |
The other party, whose policy would otherwise share or pay |
The other party, who might face recovery from your insurer |
|
Proof/Documentation |
Signed contract with the clause |
COI noting Primary & Noncontributory + the actual endorsement |
COI noting Waiver of Subrogation + the actual endorsement |
Hold Harmless Agreement vs. Additional Insured: What’s the Difference?
Additional insureds are added to your policy, but they are not included in a contract like a hold harmless agreement is. When you add an individual or organization as an additional insured, you extend your liability coverage to them to protect them from paying for mistakes you cause.
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| Topic | Hold Harmless | Additional Insured |
|---|---|---|
|
What It Means |
One party agrees to take responsibility for certain claims |
Your liability insurance is extended to another party for mistakes caused by your work |
|
Primary Purpose |
Shift liability between parties |
Give the other party your policy’s defense and coverage for covered claims caused by your business operations |
|
Where It Lives |
The contract (venue/vendor agreement, Scope of Work/SOW, etc.) |
Your insurance policy via an endorsement |
|
Who It Protects (Directly) |
The party being “held harmless” (not responsible) |
The other party listed as an additional insured (in addition to you) |
|
Proof/Documentation |
Signed contract with the clause
|
COI showing additional insured status + the actual endorsement |
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