Also known as: hold harmless clause · indemnification agreement · hold harmless meaning
A contract clause in which one party agrees not to hold the other responsible for certain losses, and often to cover those losses if they occur.
A hold harmless agreement (often used interchangeably with an indemnification clause) is contract language in which one party agrees not to hold the other liable for specified losses or claims, and frequently agrees to defend and reimburse the other party if such claims arise. In vendor and subcontract agreements, the smaller party is typically asked to hold the prime or client harmless for claims arising from its work. Insurance and hold harmless clauses work together: the additional insured and waiver of subrogation endorsements are how your insurance actually backs up the promise you make in the hold harmless clause.
"Subcontractor shall defend, indemnify, and hold harmless the Contractor, its officers, and agents from any and all claims arising out of Subcontractor's work."
A hold harmless agreement is a contract clause where one party agrees not to hold the other responsible for certain losses, and often to defend and reimburse them if a related claim arises. In subcontracts, the vendor typically holds the prime or client harmless for claims arising from the vendor's work.
The terms are used almost interchangeably. "Indemnify" means to reimburse the other party for a loss; "hold harmless" means not to hold them responsible for it. Most clauses combine them ("defend, indemnify, and hold harmless"), so together they mean you cover the other party's defense and losses for the specified claims.
A hold harmless promise is only as strong as your ability to pay on it. Naming the other party as an additional insured on your liability policy, plus a waiver of subrogation, is how your insurance actually funds the obligation, which is why contracts require the clause and the endorsements together.
Definitions are educational and may be modified by your specific policy language, endorsements, and state rules. For regulatory guidance, refer to the California Department of Insurance or the NAIC.
Last updated: July 2026.