Legal Definitions - hold harmless

Hold harmless refers to a contractual agreement where one party promises not to hold the other party responsible for any injury, damage, or legal liability that might arise from a particular transaction or activity. Essentially, the party making the promise agrees to bear certain risks themselves and will not seek compensation or blame from the other party, even if the other party's actions (within the scope of the agreement) lead to harm or loss for the first party.

Here are some examples to illustrate this concept:

• Construction Subcontractor Agreement: A general contractor hires an electrical subcontractor to install wiring in a new commercial building. Their contract includes a clause where the electrical subcontractor agrees to hold harmless the general contractor for any injuries sustained by the subcontractor's own employees while working on the job site. This means if an electrician working for the subcontractor falls and is injured, the subcontractor (or their insurance) is responsible for the costs and claims. The subcontractor cannot sue the general contractor for the injury, even if the general contractor's site conditions might have contributed to the accident, because they contractually agreed not to hold the general contractor responsible for such incidents involving their own staff.

• Event Venue Rental: A community center rents out its main hall to a local charity for a fundraising gala. The rental agreement specifies that the charity organization will hold harmless the community center for any damages to attendees' personal property or injuries sustained by guests during the event. If a guest at the gala slips on a spilled drink and gets injured, or if their coat is stolen, the charity organization has agreed to take responsibility for any resulting claims or lawsuits. They cannot sue the community center for these incidents, as they have contractually absolved the center of responsibility for such occurrences during their event.

• Software as a Service (SaaS) Terms: A small business subscribes to a cloud-based project management software. The software's terms of service include a clause where the business agrees to hold harmless the software provider for any minor losses incurred due to brief service outages or data corruption, provided the provider has met its agreed-upon service level commitments. If the software experiences a short downtime that causes the business to lose a few hours of productivity, the business cannot sue the software provider for those lost hours. By agreeing to the terms, they have accepted that such minor disruptions are a risk they bear, and they will not hold the provider accountable for them under those specific circumstances.