What Is a Hold Harmless Agreement?
A hold harmless agreement is a contract provision in which one party agrees not to hold the other responsible for certain losses, damages, or liabilities. It shifts the risk of specified harms from one party to another, and it is closely related to — and often combined with — an indemnification clause, under which one party also agrees to cover the other's losses.
How It Works
- One party assumes the risk of defined claims or losses
- The other party is released from liability for those claims
- An accompanying indemnity may require the assuming party to pay defense costs and judgments
Common Uses and Florida Limits
Hold harmless and indemnity clauses appear throughout construction contracts, leases, service agreements, and event waivers. Florida enforces them, but with limits: in construction contracts, § 725.06, Florida Statutes restricts indemnification for a party's own negligence unless specific requirements are met, and courts require clear language before one party will be held to have assumed responsibility for another's fault. Precise drafting is essential.
Related Terms
- Indemnification — The closely related duty to cover losses
- Release — A related giving-up of claims
- Waiver — Relinquishing a known right
Barnes Walker
Barnes Walker's attorneys draft and review hold harmless, indemnity, and risk-allocation clauses in Florida contracts. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC