Legal Definitions - hold-harmless clause

A hold-harmless clause is a contractual provision where one party agrees not to hold the other party responsible for certain damages, injuries, or liabilities that might arise from a particular transaction, service, or activity. Essentially, one party (often called the indemnitor) assumes the risk and agrees to protect the other party (the indemnitee) from claims, losses, or expenses that could result from specified events. This clause is designed to shift potential financial responsibility from one party to another.

• Example 1: Construction Contract

  A property owner hires a general contractor to build an addition to their house. The contract includes a hold-harmless clause stating that the general contractor agrees to hold the property owner harmless for any injuries sustained by the contractor's employees or subcontractors while working on the property. This means if a worker falls off a ladder and is injured, the property owner cannot be sued by the worker or the contractor for those injuries.

  Explanation: This clause shifts the responsibility for workplace safety and potential injury claims from the property owner to the general contractor, who is directly managing the work and its associated risks.

• Example 2: Event Participation Waiver

  Before participating in a charity bike race, each cyclist is required to sign a waiver that contains a hold-harmless clause. This clause states that the participant agrees to hold the event organizers, sponsors, and volunteers harmless for any injuries, accidents, or property damage that might occur during the race, provided the organizers were not grossly negligent. The participant acknowledges the inherent risks of cycling and agrees not to sue the organizers for typical race-related incidents.

  Explanation: By signing, the participant accepts the risks associated with the event and agrees not to seek compensation from the organizers for injuries or damages that are a normal part of such an activity, thereby protecting the organizers from liability.

• Example 3: Commercial Lease Agreement

  A small business leases office space in a commercial building. The lease agreement includes a hold-harmless clause stating that the tenant agrees to hold the landlord harmless for any damage to the tenant's property or injuries to the tenant's customers that occur within the leased premises due to the tenant's own negligence or operations, rather than a defect in the building itself. For instance, if a customer slips and falls due to a spill left by the tenant's employee, the landlord is protected from liability.

  Explanation: This clause ensures that the tenant takes responsibility for incidents arising from their own business activities and negligence within their leased space, preventing the landlord from being held accountable for issues outside their direct control.