Simple Hold Harmless Agreement Template

"Activities" means [describe the work, services, event, use of premises, or other business activities to be performed], and everything Protecting Party or its Personnel does or fails to do in connection with them. This includes preparation, performance, completion, cleanup, and any later work to correct or finish them, wherever and whenever it happens.

"Claim" means any demand, lawsuit, arbitration, investigation, government action, notice of violation, or other proceeding, whether threatened or actually started, and whether or not it has merit. It includes a demand made by Protected Party directly against Protecting Party for Losses Protected Party suffers itself.

"Losses" means all harm, costs, and amounts of any kind. This includes damages, judgments, settlements, fines, penalties, interest, lost profits, loss of use, repair and replacement costs, business interruption, reasonable fees of lawyers, experts, and consultants, court and arbitration costs, investigation costs, and the costs of enforcing this Agreement. It covers direct, indirect, consequential, special, and punitive losses, unless the law does not allow a particular type to be shifted.

"Third-Party Claim" means a Claim brought by anyone other than Protected Party or another Protected Person. This includes customers, employees of either party, contractors, visitors, property owners, and government authorities.

"Direct Claim" means a Claim by a Protected Person for Losses it suffers itself, without any third party making a Claim.

"Personnel" means a party's employees, officers, directors, agents, contractors, subcontractors at any level, suppliers, invitees, and anyone else acting for that party or under its control, or for whose acts that party is legally responsible.

"Protected Persons" means Protected Party and every other person or business listed in the section called "Who Is Protected."

"Final Decision" means a decision of a court or arbitrator that can no longer be appealed, or for which the time to appeal has expired.

Protecting Party does not have to protect a Protected Person from Losses to the extent a Final Decision finds that those Losses were caused by that Protected Person's fraud or intentional wrongdoing. Until such a Final Decision is made, Protecting Party must keep meeting all of its duties under this Agreement. If such a Final Decision is later made, Protected Party will repay only the amounts that the Final Decision assigns to that fraud or intentional wrongdoing.

If the law that applies does not allow a Protected Person to be protected from a particular Loss, for example a Loss caused by that Protected Person's sole negligence, this Agreement will still protect that Protected Person to the fullest extent the law allows. Only the part the law forbids is not covered.

Protecting Party does not have to pay amounts a Protected Person has already received for the same Loss from another source, such as an insurance payout, so that no Protected Person is paid twice. A Protected Person does not have to seek payment from any other source before claiming under this Agreement.

Losses that have no connection at all to the Activities, to Protecting Party or its Personnel, or to a breach of this Agreement are not covered.

These are the only exclusions. They must be read narrowly. Any doubt about whether a Loss is covered will be resolved in favor of coverage.

This Agreement protects Protected Party.

It also protects Protected Party's parent companies, subsidiaries, and affiliates, and each of their owners, directors, officers, managers, employees, and agents.

It also protects Protected Party's landlords, lenders, and property owners where the Activities take place, along with [list any other persons or entities to be protected], if Protected Party names them in writing.

Each Protected Person is an intended beneficiary of this Agreement. Each may enforce it directly against Protecting Party. Protected Party may also enforce it on any Protected Person's behalf.

The protection also extends to each Protected Person's successors and permitted assigns.

Protected Party may add Protected Persons by written notice to Protecting Party at any time. Protected Party may also remove them by written notice, as long as doing so does not affect Claims that arose before the notice. Protecting Party's consent is not needed for these changes.

This Agreement protects only the Protected Persons. It does not protect Protecting Party, its Personnel, or its affiliates.

Protecting Party will hold harmless, protect, defend, and pay for the Protected Persons against all Claims and Losses that arise from or relate to the Activities, however they arise.

This protection covers both Third-Party Claims and Direct Claims.

The covered Claims and Losses include those that arise from or relate to the following: bodily injury, illness, or death; damage to or loss of property, including Protected Party's property; any breach of this Agreement or any related agreement by Protecting Party; any act or failure to act by Protecting Party or its Personnel; any violation of law, permit, or license by Protecting Party or its Personnel; and any infringement of another person's intellectual property or privacy rights.

IMPORTANT: THIS PROTECTION APPLIES EVEN IF THE CLAIM OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, OTHER FAULT, OR STRICT LIABILITY OF A PROTECTED PERSON. Protecting Party has read this paragraph, understands it, and agrees to it.

The protection also applies to Claims by Protecting Party's own employees and Personnel. Protecting Party gives up any protection it might otherwise have under workers' compensation, disability, or similar employee-benefit laws, to the extent needed to give full effect to this Agreement, and only as between the parties.

Protecting Party gives up any right to bring a Claim against any Protected Person for Losses that Protecting Party or its Personnel suffer in connection with the Activities, to the extent the law allows.

The duty to defend is separate from, and broader than, the duty to pay Losses. It applies as soon as a Claim is made that might be covered, even if the Claim is groundless, false, or later found not to be covered.

To make a claim, a Protected Person must give Protecting Party written notice of the Claim. The notice should briefly describe the Claim and, if known, the amount involved.

A Protected Person should give notice within a reasonable time after it learns of a Third-Party Claim. A late notice does not reduce Protecting Party's duties, except to the extent a Final Decision finds that the delay actually and materially harmed Protecting Party's ability to defend. Even then, the reduction is limited to the amount of that harm.

For a Direct Claim, the notice must include a reasonable description of the Losses. Protecting Party has [number] days after receiving the notice to either accept the claim or explain in writing, with reasonable detail, why it disputes it. If Protecting Party does not respond in time, it is treated as having accepted the claim.

A Protected Person may update its notice at any time as it learns more about the Claim or its Losses.

A Protected Person will give Protecting Party copies of key court papers it receives for a Third-Party Claim. It will also give reasonable help at Protecting Party's expense, but it does not have to give up any legal privilege or confidential business information.

Any notice from a Protected Person, Protected Party, or anyone acting for them counts as notice under this section.

For a Third-Party Claim, Protecting Party must take over the defense at its own cost within [number] days after receiving notice, unless Protected Party chooses to control the defense itself. Protected Party may make that choice at any time.

When Protecting Party controls the defense, it must use experienced lawyers that Protected Party reasonably approves. It must defend the Claim actively and in good faith, and it must keep Protected Party fully and promptly informed.

A Protected Person may hire its own lawyers to take part in any defense. Protecting Party will pay their reasonable fees if any of the following applies: there is an actual or possible conflict of interest; the Claim seeks relief other than money; the Claim is criminal or comes from a government authority; the Claim involves a key customer or supplier of Protected Party; or Protecting Party fails to defend properly.

If Protecting Party does not take over the defense in time, or later stops defending properly, Protected Party may defend, settle, or otherwise handle the Claim as it sees fit. Protecting Party will pay all resulting Losses. It may not challenge how the Claim was handled or the amount of any reasonable settlement.

Protecting Party may not settle any Claim, or allow any judgment to be entered, without Protected Party's prior written consent. However, Protected Party's consent is not needed if the settlement meets all of these conditions: Protecting Party pays the entire amount; the settlement fully and unconditionally releases all Protected Persons; it contains no admission of fault by any Protected Person; and it places no restriction or obligation on any Protected Person.

When Protecting Party controls the defense, Protected Party may still settle the Claim on its own. If it does, Protecting Party will pay the settlement amount, as long as Protecting Party agreed to it in writing. That agreement must not be unreasonably withheld or delayed.

Protecting Party must take over the defense even if it believes the Claim is not covered. It may reserve its rights in writing, but it must not delay the defense while any coverage question is resolved.

Protecting Party will pay each covered Loss within [number] days after receiving a written request with reasonable supporting information.

Protecting Party will pay defense costs as they are incurred, and does not wait for the Claim to end. Defense costs include lawyers' fees, expert fees, and court costs.

If Protecting Party disputes part of a request in good faith, it must still pay the undisputed part on time. The parties will then resolve the disputed part under the section called "Governing Law and Dispute Resolution."

Late payments will bear interest at [interest rate] per month, or the highest rate the law allows, whichever is lower. Interest runs from the due date until the amount is paid in full.

Protecting Party may not reduce, hold back, or offset any amount it owes under this Agreement because of any claim it believes it has against a Protected Person.

Protected Party may deduct any amount Protecting Party owes under this Agreement from any money Protected Party or its affiliates owe to Protecting Party, under this Agreement or any other agreement.

All payments will be made in [currency] to the account Protected Party names in writing, without deduction for bank charges or taxes, unless the law requires a deduction. If a deduction is required, Protecting Party will increase the payment so that Protected Party receives the full amount it would have received without the deduction.

Protecting Party's responsibility under this Agreement has no maximum amount. There is no cap on the total amount it must pay, whether for a single Claim or all Claims together.

No limits on liability in any other agreement between the parties reduce Protecting Party's duties under this Agreement. This includes caps, exclusions of types of damages, and shortened claim periods. This Agreement controls over any such limit.

The amount of insurance Protecting Party carries, or the amount its insurers pay, does not limit what Protecting Party must pay under this Agreement.

Protecting Party remains fully responsible even if a Protected Person, or anyone else, also caused or contributed to the Loss. This is subject only to the section called "What Is Not Covered."

The rights of the Protected Persons under this Agreement are in addition to any other rights they have under any other agreement or under the law. Using one right does not prevent them from using another.

Protecting Party's duties are not reduced because Protected Party approved, inspected, supervised, or failed to object to any part of the Activities.

Before the Activities start, and for as long as this Agreement lasts, Protecting Party will buy and keep insurance with insurers rated at least [minimum insurer rating]. The insurance must include at least the following: general liability of at least [amount] per occurrence and [amount] in total; auto liability of at least [amount]; workers' compensation as required by law, plus employer's liability of at least [amount]; umbrella or excess liability of at least [amount]; and [any other required coverage, such as professional liability or property coverage] of at least [amount].

All liability policies other than workers' compensation must name the Protected Persons as additional insureds for the Activities. That coverage must cover both ongoing and completed operations.

Protecting Party's insurance must pay first, before any insurance carried by a Protected Person. Any insurance of a Protected Person will be extra coverage only and will not share in the payment.

Protecting Party's policies must waive the insurer's right to recover payments from any Protected Person. Protecting Party also waives that right for itself.

Before the Activities start, and whenever Protected Party asks, Protecting Party will give Protected Party certificates of insurance and the relevant policy pages.

Protecting Party must give Protected Party at least [number] days' written notice before any required policy is canceled, not renewed, or materially reduced.

If Protecting Party fails to keep the required insurance, Protected Party may buy it and charge the cost to Protecting Party, or stop the Activities until the insurance is in place, or both. This does not limit Protected Party's other rights.

Any deductibles or self-insured amounts are Protecting Party's responsibility.

If any policy is written on a claims-made basis, Protecting Party will keep it in place, or buy extended reporting coverage, for at least [number] years after this Agreement ends.

This Agreement starts on the Effective Date. It also covers any Activities that took place before the Effective Date.

This Agreement continues for as long as any Activities are taking place, and then for [number] months after they are finished, unless it ends earlier under this section.

Protected Party may end this Agreement at any time by giving Protecting Party [number] days' written notice.

Protecting Party may not end this Agreement while any Activities are still taking place, unless Protected Party agrees in writing.

Ending this Agreement does not affect any Claim or Loss that arises from events, acts, or failures to act that took place while the Agreement was in effect. Protecting Party's duties for those Claims and Losses continue until the Claims are finally resolved and all Losses are paid, even if the Claim is made after the Agreement ends.

The following sections remain in effect after this Agreement ends: "Definitions," "What Is Not Covered," "Who Is Protected," "What Is Covered," "How to Make a Claim," "Defending Claims," "Payment of Losses," "No Limit on Liability," and "Governing Law and Dispute Resolution," together with the insurance duty for claims-made policies and this section.

This Agreement is governed by the laws of [governing jurisdiction], without regard to rules that would apply the law of another place.

If a dispute arises under this Agreement, senior representatives of the parties will first try to resolve it in good faith within [number] days after either party gives written notice of it. This step does not delay Protecting Party's duty to defend or to pay undisputed amounts. It also does not prevent Protected Party from going to court to seek urgent relief.

If the dispute is not resolved through these discussions, it will be decided only by the courts located in [city/county and jurisdiction]. Protecting Party agrees that these courts have authority over it and that this location is convenient.

Protected Party may also bring a Claim against Protecting Party in any court where a Third-Party Claim is pending, so that both matters can be decided together.

Protecting Party will pay all reasonable costs Protected Party or any Protected Person incurs to enforce this Agreement, including fees of lawyers and experts.

EACH PARTY GIVES UP ITS RIGHT TO A JURY TRIAL in any dispute about this Agreement, to the extent the law allows.

While a dispute is being resolved, Protecting Party must continue to meet all of its duties under this Agreement.

This Agreement is the full agreement between the parties on its subject. However, it does not replace or reduce any protection, insurance duty, or other right Protected Party has under any other agreement with Protecting Party. If two documents conflict, the one that gives Protected Party greater protection controls.

Any change to this Agreement must be in writing and signed by both parties. A Protected Person's rights may be reduced only with Protected Party's written consent.

Protecting Party may not transfer this Agreement or any of its duties without Protected Party's prior written consent. Any attempted transfer without that consent has no effect. Protected Party may transfer this Agreement without consent to an affiliate, to a lender, or to a buyer of all or part of its business.

Notices must be in writing and sent to the addresses and email contacts listed in the signature section, or to any updated contact a party gives in writing. A notice is effective when it is delivered by hand or courier, or when it is sent by email without a delivery-failure message.

If any part of this Agreement is found to be invalid or unenforceable, it will be changed only as much as needed to make it enforceable, so that it gives the Protected Persons the greatest protection the law allows. The rest of the Agreement stays in effect.

A failure or delay by Protected Party in using any right does not waive that right. A waiver counts only if it is in writing and signed by Protected Party.

Protecting Party confirms the following: it had the chance to review this Agreement with its own lawyer; it understands that it is taking on broad responsibility, including for the negligence of Protected Persons; and this Agreement will not be read against Protected Party because Protected Party prepared it.

The parties are independent businesses. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between them.

This Agreement may be signed in counterparts and by electronic signature. Each signed copy is an original, and all of them together form one agreement.