Hold Harmless Clause Liability Shield Information
How hold harmless clauses work: Party A agrees to hold harmless Party B (Party A assumes the risk and agrees to: protect Party B from any claims, losses, or liabilities arising from specified events), if a claim arises: Party A must: defend the claim, pay any damages, and protect Party B from any financial loss, and the clause may be: unilateral (only one party is protected) or mutual (both parties protect each other). Types: broad form (Party A holds Party B harmless for: all claims, including those caused by Party B's own negligence), intermediate form (Party A holds Party B harmless for: all claims except those caused solely by Party B's own negligence), and limited form (Party A holds Party B harmless for: only claims caused by Party A's own negligence).
Florida Legal Definition
Hold harmless clauses in Florida are governed by Florida contract law and Florida Statutes §725.06 (Construction Contracts). Under §725.06: in construction contracts, a hold harmless clause requiring indemnification for the indemnitee's own negligence is: void and unenforceable (broad form hold harmless is prohibited in construction). Under Florida practice: outside of construction contracts, hold harmless clauses are: generally enforceable according to their terms. Under Florida case law: the intent to hold harmless must be: clear and unequivocal (ambiguous provisions are construed against the party seeking protection). Under Florida practice: hold harmless clauses should be: supported by insurance (the protecting party should maintain: insurance to fund the hold harmless obligation).
How It's Used in Practice
Attorneys draft and review hold harmless clauses. For the protected party: include the broadest hold harmless clause permitted by law, require the protecting party to: defend claims and pay all costs, require the protecting party to maintain insurance, and ensure the clause is clear and unequivocal. For the protecting party: negotiate limited hold harmless provisions, cap the liability, ensure the scope is reasonable, maintain adequate insurance, and review the clause with counsel. The attorney advises: in construction contracts, §725.06 prohibits broad form hold harmless; always check whether industry-specific restrictions apply; support the obligation with insurance.
Key Takeaways
- Hold harmless: one party protects the other from liability.
- Types: broad, intermediate, and limited.
- §725.06: broad form prohibited in FL construction contracts.
- Must be clear and unequivocal.
- Support with insurance.
Disclaimer: The information and opinions provided are for general educational, informational or entertainment purposes only and should not be construed as legal advice or a substitute for consultation with a qualified attorney. Any information that you read does not create an attorney–client relationship with Barnes Walker, Goethe, Perron, Shea & Johnson, PLLC, or any of its attorneys. Because laws, regulations, and court interpretations may change over time, the definitions and explanations provided here may not reflect the most current legal standards. The application of law varies depending on your particular facts and jurisdiction. For advice regarding your specific situation, please contact one of our Florida attorneys for personalized guidance.
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