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Free Hold Harmless Agreement Template
Protect yourself or your U.S. business from liability claims with a professionally drafted hold harmless agreement. Define indemnification terms, insurance requirements, and covered activities using our free American template — valid across all 50 states.
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HOLD HARMLESS AGREEMENT
United States - Effective March 15, 2026
INDEMNIFYING PARTY (PROMISOR)
Cascade Construction Services Inc.
4500 Industrial Parkway, Suite 200
Portland, OR 97201
Portland, OR 97201
By: Robert Martinez, President, +1 (503) 555-0147 | rmartinez@cascadeconstruction.com
PROTECTED PARTY (PROMISEE)
Evergreen Property Group LLC
1200 Northwest Drive, Suite 800
Portland, OR 97209
Portland, OR 97209
By: Jennifer Walsh, Managing Director, +1 (503) 555-0293 | jwalsh@evergreenproperties.com
Unilateral Hold Harmless Agreement
All Claims | Third Party: Included
This Hold Harmless Agreement (this "Agreement") is entered into as of March 15, 2026 by and between Cascade Construction Services Inc., represented by Robert Martinez, President ("Indemnifying Party" or "Promisor"), and Evergreen Property Group LLC, represented by Jennifer Walsh, Managing Director ("Protected Party" or "Promisee"). In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
SCOPE OF ACTIVITIES
This Agreement applies to the following activities, services, or events:
Scope of Activities: General contracting and renovation services for the Eastside Commercial Center project, including demolition, framing, electrical, plumbing, and finishing work.
Location/Premises: 8700 SE Division Street, Portland, OR 97266
All obligations, indemnities, and protections under this Agreement shall apply exclusively to acts, omissions, claims, and liabilities arising from or related to the activities described above.
Scope of Activities: General contracting and renovation services for the Eastside Commercial Center project, including demolition, framing, electrical, plumbing, and finishing work.
Location/Premises: 8700 SE Division Street, Portland, OR 97266
All obligations, indemnities, and protections under this Agreement shall apply exclusively to acts, omissions, claims, and liabilities arising from or related to the activities described above.
2.
HOLD HARMLESS COVENANT
The Indemnifying Party (Cascade Construction Services Inc.) hereby agrees to indemnify, defend, and hold harmless the Protected Party (Evergreen Property Group LLC), together with its officers, directors, employees, agents, successors, and assigns, from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with the activities described in this Agreement.
This hold-harmless covenant shall be interpreted consistent with common-law principles of contractual indemnification and the principles of proportional apportionment reflected in the Restatement (Third) of Torts: Apportionment of Liability sections 22-23. Courts generally classify such covenants as broad form (covering claims regardless of the Protected Party's fault), intermediate form (covering claims except those caused solely by the Protected Party's negligence), or limited form (covering only claims caused by the Indemnifying Party's own fault); the parties intend this Agreement to operate as the form most closely reflecting the language chosen above, to the maximum extent permitted by applicable law.
Nothing in this Agreement shall be construed to require indemnification for acts, omissions, or services where such indemnification is void or unenforceable as against public policy or under any applicable state statute, including without limitation state anti-indemnity statutes governing construction and similar contracts (see, e.g., California Civil Code section 2782, New York General Obligations Law section 5-322.1, and Texas Insurance Code sections 151.101-151.151). Consistent with Tunkl v. Regents of the University of California, 60 Cal. 2d 92 (1963), and analogous authority in other states, this covenant shall not be enforced to release liability for a transaction affecting the public interest where such release would be contrary to law.
This hold-harmless covenant shall be interpreted consistent with common-law principles of contractual indemnification and the principles of proportional apportionment reflected in the Restatement (Third) of Torts: Apportionment of Liability sections 22-23. Courts generally classify such covenants as broad form (covering claims regardless of the Protected Party's fault), intermediate form (covering claims except those caused solely by the Protected Party's negligence), or limited form (covering only claims caused by the Indemnifying Party's own fault); the parties intend this Agreement to operate as the form most closely reflecting the language chosen above, to the maximum extent permitted by applicable law.
Nothing in this Agreement shall be construed to require indemnification for acts, omissions, or services where such indemnification is void or unenforceable as against public policy or under any applicable state statute, including without limitation state anti-indemnity statutes governing construction and similar contracts (see, e.g., California Civil Code section 2782, New York General Obligations Law section 5-322.1, and Texas Insurance Code sections 151.101-151.151). Consistent with Tunkl v. Regents of the University of California, 60 Cal. 2d 92 (1963), and analogous authority in other states, this covenant shall not be enforced to release liability for a transaction affecting the public interest where such release would be contrary to law.
3.
CLAIMS COVERED
Coverage Type: All Claims
The indemnification obligations under this Agreement extend to any and all claims, demands, suits, judgments, losses, damages, liabilities, fines, penalties, costs, and expenses of whatever kind or nature, whether known or unknown, suspected or unsuspected, that arise out of or are related to the activities covered by this Agreement.
The indemnification obligations under this Agreement extend to any and all claims, demands, suits, judgments, losses, damages, liabilities, fines, penalties, costs, and expenses of whatever kind or nature, whether known or unknown, suspected or unsuspected, that arise out of or are related to the activities covered by this Agreement.
4.
THIRD PARTY CLAIMS
The indemnification obligations under this Agreement expressly extend to claims brought by third parties against the Protected Party. The Indemnifying Party shall defend, indemnify, and hold harmless the Protected Party from any third-party claim, demand, or lawsuit arising out of or related to the activities described herein, including claims brought by employees, contractors, invitees, customers, or any other persons.
5.
INDEMNIFICATION OBLIGATIONS
Indemnification Form: Broad Form
The Indemnifying Party shall indemnify and hold harmless the Protected Party from and against all claims, damages, losses, and expenses arising out of or related to the covered activities, regardless of whether such claims are caused in whole or in part by the negligence of the Protected Party. This broad form indemnification represents the maximum allocation of risk permitted under applicable law.
Covered Damages Include:
• Bodily injury and death
• Property damage and destruction
• Reasonable attorney's fees and legal costs
Indemnification Cap: There is no monetary limit on the indemnification obligations under this Agreement.
Statutory Limits: The parties acknowledge that the three classical forms of indemnification - broad, intermediate, and limited - are restricted by state anti-indemnity statutes when applied to construction or similar services. Examples include California Civil Code section 2782 (voiding indemnity for the promisee's sole negligence or willful misconduct in construction contracts), New York General Obligations Law section 5-322.1 (voiding similar provisions in construction agreements), and the Texas Anti-Indemnity Act, Texas Insurance Code sections 151.101-151.151. To the extent any portion of this clause would otherwise violate such a statute, it shall be construed and reformed to the greatest scope of indemnification permitted under applicable law, and the remaining indemnity obligations shall remain fully enforceable.
The Indemnifying Party shall indemnify and hold harmless the Protected Party from and against all claims, damages, losses, and expenses arising out of or related to the covered activities, regardless of whether such claims are caused in whole or in part by the negligence of the Protected Party. This broad form indemnification represents the maximum allocation of risk permitted under applicable law.
Covered Damages Include:
• Bodily injury and death
• Property damage and destruction
• Reasonable attorney's fees and legal costs
Indemnification Cap: There is no monetary limit on the indemnification obligations under this Agreement.
Statutory Limits: The parties acknowledge that the three classical forms of indemnification - broad, intermediate, and limited - are restricted by state anti-indemnity statutes when applied to construction or similar services. Examples include California Civil Code section 2782 (voiding indemnity for the promisee's sole negligence or willful misconduct in construction contracts), New York General Obligations Law section 5-322.1 (voiding similar provisions in construction agreements), and the Texas Anti-Indemnity Act, Texas Insurance Code sections 151.101-151.151. To the extent any portion of this clause would otherwise violate such a statute, it shall be construed and reformed to the greatest scope of indemnification permitted under applicable law, and the remaining indemnity obligations shall remain fully enforceable.
6.
DEFENSE OBLIGATIONS
The Indemnifying Party shall have a duty to defend the Protected Party against any claim, demand, or lawsuit covered by this Agreement. This duty to defend arises upon the tender of defense by the Protected Party and exists regardless of whether such claim, demand, or lawsuit is ultimately determined to be without merit.
The Indemnifying Party shall:
• Retain qualified legal counsel reasonably acceptable to the Protected Party
• Bear all costs of defense, including attorney's fees, expert witness fees, and court costs
• Keep the Protected Party reasonably informed of the progress of any defense
• Not settle any claim without the prior written consent of the Protected Party, which consent shall not be unreasonably withheld
Additional Defense Cost Terms: Indemnitor shall bear all reasonable attorney fees, court costs, expert witness fees, and related defense expenses from the date defense is tendered.
The Indemnifying Party shall:
• Retain qualified legal counsel reasonably acceptable to the Protected Party
• Bear all costs of defense, including attorney's fees, expert witness fees, and court costs
• Keep the Protected Party reasonably informed of the progress of any defense
• Not settle any claim without the prior written consent of the Protected Party, which consent shall not be unreasonably withheld
Additional Defense Cost Terms: Indemnitor shall bear all reasonable attorney fees, court costs, expert witness fees, and related defense expenses from the date defense is tendered.
7.
INSURANCE REQUIREMENTS
The Indemnifying Party shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement and for the applicable survival period thereafter:
• Commercial General Liability Insurance
Minimum Coverage: Each policy shall maintain minimum coverage of 2,000,000.00 USD per occurrence.
Certificate of Insurance: The Indemnifying Party shall provide the Protected Party with a certificate of insurance evidencing the required coverage prior to commencing the covered activities, and annually thereafter upon request.
Additional Insured: The Protected Party (Evergreen Property Group LLC) shall be named as an additional insured on all applicable policies.
• Commercial General Liability Insurance
Minimum Coverage: Each policy shall maintain minimum coverage of 2,000,000.00 USD per occurrence.
Certificate of Insurance: The Indemnifying Party shall provide the Protected Party with a certificate of insurance evidencing the required coverage prior to commencing the covered activities, and annually thereafter upon request.
Additional Insured: The Protected Party (Evergreen Property Group LLC) shall be named as an additional insured on all applicable policies.
8.
TERM AND DURATION
Duration: Fixed Term - from March 15, 2026 through March 15, 2028
9.
TERMINATION
Either party may terminate this Agreement by providing 30 days' prior written notice to the other party. During the notice period, all indemnification obligations shall remain in full force and effect.
Early Termination: Either party may terminate early upon 30 days written notice if the underlying construction project is cancelled or substantially delayed beyond 6 months.
Termination of this Agreement shall not release either party from any liability or obligation that accrued prior to the effective date of termination.
Early Termination: Either party may terminate early upon 30 days written notice if the underlying construction project is cancelled or substantially delayed beyond 6 months.
Termination of this Agreement shall not release either party from any liability or obligation that accrued prior to the effective date of termination.
10.
SURVIVAL
The indemnification, defense, and hold harmless obligations of this Agreement shall survive the expiration or termination of this Agreement for two (2) years following the date of expiration or termination. This survival clause applies to all claims, demands, and causes of action that arise from events occurring during the term of this Agreement, regardless of when such claims are actually asserted.
11.
DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation. The parties shall attempt in good faith to resolve the dispute through mediation within thirty (30) days of written notice of the dispute.
If mediation fails to resolve the dispute, the matter shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with the arbitration taking place in the State of Oregon. The arbitrator's decision shall be final and binding.
If mediation fails to resolve the dispute, the matter shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with the arbitration taking place in the State of Oregon. The arbitrator's decision shall be final and binding.
12.
ATTORNEY'S FEES
In any action or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.
13.
SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
14.
ADDITIONAL TERMS
The Indemnifying Party shall ensure all subcontractors carry equivalent insurance coverage and provide separate hold harmless agreements naming the Protected Party as beneficiary.
15.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any legal proceedings shall be brought in Multnomah County, Oregon.
16.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Hold Harmless Agreement as of the date first written above. Each party acknowledges that they have read, understood, and voluntarily agree to all terms and conditions set forth herein.
INDEMNIFYING PARTY (PROMISOR)
Robert Martinez, President
Authorized Representative
Cascade Construction Services Inc.
Date: ____________________
PROTECTED PARTY (PROMISEE)
Jennifer Walsh, Managing Director
Authorized Representative
Evergreen Property Group LLC
Date: ____________________
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What Is a Hold Harmless Agreement?
A U.S. hold harmless agreement, also called an indemnity agreement or indemnification agreement, is a legal contract where one or both American parties agree to release the other from responsibility for certain damages, losses, or legal claims. It effectively transfers risk from one party to another, ensuring that the protected party will not be held liable for injuries, property damage, or other losses that may occur during specific activities or services.
These agreements are widely used across industries in the United States, including construction, event planning, property rentals, recreational activities, and professional services. American contractors typically sign hold harmless agreements before working on a client's property, event organizers use them to protect venue owners, and U.S. businesses include them in service contracts to allocate risk between the parties involved.
A properly drafted U.S. hold harmless agreement clearly identifies the parties, describes the covered activities, specifies the types of claims and damages included, and outlines any insurance requirements. Whether you need a unilateral agreement that protects only one American party or a mutual agreement that provides reciprocal protection, having a written hold harmless agreement in place before activities begin is essential for managing legal and financial exposure.
What's Covered in This Template
Doxuno's hold harmless agreement template includes all essential sections for creating a comprehensive indemnification agreement. Each section can be customized to match your specific situation, activities, and risk allocation needs.
Party Identification
Agreement Type Selection
Scope of Activities
Claims Coverage
Indemnification Details
Covered Damages
Liability Caps
Insurance Requirements
Certificate of Insurance
Duration and Termination
Dispute Resolution
Signatures and Execution
How to Create a Hold Harmless Agreement
Creating a hold harmless agreement requires careful attention to the specific risks involved and the level of protection each party needs. Our template guides you through every section with clear options and explanations. Follow these steps to build a complete indemnification agreement.
- 1
Identify the Parties Involved
Enter the full legal names, addresses, and contact information for both the indemnifying party (promisor) who assumes liability and the protected party (promisee) who receives protection. If either party is a business entity, include the company name, representative name, and official business address.
- 2
Select the Agreement Type
Choose between a unilateral agreement where one party holds the other harmless, a mutual agreement where both parties provide reciprocal protection, or an intermediate agreement that allocates liability based on relative fault. The right choice depends on the nature of the relationship and the activities involved.
- 3
Define the Scope of Activities
Clearly describe the specific activities, services, or events covered by the agreement. Include the location or premises where the activities will take place and the effective date. Be as detailed as possible to prevent disputes about what falls within or outside the scope of the indemnification.
- 4
Configure Claims and Indemnification Terms
Specify which types of claims are covered, whether third-party claims are included, and the scope of indemnification. Choose the covered damage types such as bodily injury, property damage, legal fees, and settlement costs. Set any liability caps to limit the maximum indemnification amount if desired.
- 5
Add Insurance, Duration, and Final Terms
Specify any required insurance coverage such as general liability or professional liability. Set the agreement duration, survival period after termination, and termination notice requirements. Choose a dispute resolution method and governing law. Review the completed agreement, then download it as a PDF for both parties to sign.
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Legal Considerations for US Hold Harmless Agreements
Hold harmless agreements are powerful risk management tools, but their enforceability depends on state law, the clarity of the language used, and the specific circumstances involved. Understanding the legal framework helps you create an agreement that will withstand judicial scrutiny and provide meaningful protection.
This template is provided for informational purposes and does not constitute legal advice. For high-value transactions, complex indemnification structures, or if you are unsure about your specific case, consult a licensed attorney in your jurisdiction.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard hold harmless and indemnification scenarios.
State-by-State Enforceability
Hold harmless agreements are not uniformly enforceable across all US states. Some states, particularly in the construction industry, have anti-indemnity statutes that limit or prohibit certain types of indemnification clauses. For example, several states void hold harmless provisions that require a party to indemnify another for the other party's own sole negligence. Before finalizing your agreement, verify that the indemnification structure you have chosen complies with the laws of the state that will govern the contract.
Limitations on Indemnification Scope
Courts generally will not enforce hold harmless clauses that attempt to shield a party from liability for their own gross negligence, willful misconduct, or fraud. An indemnification clause must be clear and unambiguous to be enforceable. Vague or overly broad language may lead a court to interpret the agreement narrowly or refuse to enforce it altogether. Using specific language that clearly identifies the risks being transferred strengthens the agreement's enforceability.
Insurance as Financial Backing
A hold harmless agreement is only as strong as the indemnifying party's ability to pay. Requiring adequate insurance coverage provides financial backing for the indemnification promise and protects both parties. Many businesses require a certificate of insurance and additional insured endorsement as conditions of the agreement, ensuring that a professional insurance carrier stands behind the indemnification obligation.
Frequently Asked Questions
Protect Yourself from Liability Today
Create a professional U.S. hold harmless agreement in minutes. Our American template covers indemnification, insurance requirements, and dispute resolution to give you comprehensive liability protection.
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