You agree to indemnify and hold harmless

Does indemnify and hold harmless the same? What is a hold harmless agreement? If drafted correctly, a “hold harmless” clause has the effect of having the holder avoid liability for certain damages or claims as set out in an agreement. Typically, a contractor would be agreeing to hold the homeowner harmless from liability , or a subcontractor would hold the GC harmless. In either case, if a claim is made, the one in whose favor the hold harmless is written gets to transfer the claim to the one who agreed to hold them harmless.

An indemnity provision , which usually includes a requirement to hold harmless and defend another party, is included in nearly all construction contracts. Generally speaking, the upstream party (a general contractor or owner for example) is attempting to shift risk to a downstream party (the general contractor or a subcontractor). The old adage of “don’t sign anything you don’t understand” can be difficult advice to follow when contracts have confusing language such as “to indemnify, hold harmless and defend.

Understanding what this language means will help you decide if the contract is something you want to sign. Many professionals claim that indemnify protects against losses, while “ hold harmless” protects against liabilities and losses. A hold harmless clause is a statement in a contract that states that an organization or individual will not be held liable for any injuries or damages caused to the other party. Hold Harmless Clause.

You may have signed many contracts with boilerplate language whereby your company agreed to indemnify and “hold harmless” the other contracting party. Most people have some concept of what this means, but really do not think through the ramifications of such an agreement. A contractual indemnification provision often begins with a statement that a party shall “ indemnify , defend and hold harmless ” one or more other parties from and against losses, damages, etc. Thus, if party A agrees to indemnify and hold harmless party B in respect of any loss or damage suffered by party B for the breach of a third party’s intellectual property rights, party A must indemnify party B for those losses, but, in addition to that, these cases also suggest that party A cannot bring an action against party B were party A to consider that party B had caused or contributed to the loss suffered (whether through its negligence or contractual breach). Indemnity is a contractual obligation of one party (indemnifier) to compensate the loss incurred to the other party (indemnity holder) due to the acts of the indemnitor or any other party.

The duty to indemnify is usually, but not always, coextensive with the contractual duty to hold harmless or save harmless. An indemnity provision, which usually includes a requirement to hold harmless and defend another party, is included in nearly all construction contracts. A hold harmless agreement (also known as an indemnity agreement or waiver of liability) is a good idea any time you want to shift risk from one party to another. You can protect other people from being sued by taking on the liability yourself as well.

The prevailing interpretation is that “hold harmless” and “indemnify” are synonymous. For example, Black’s law dictionary defines both “hold harmless” and “indemnify” by cross-referencing the other term. This is an example of a legal “couplet” of words that have historically been.

The phase “defen indemnify , and hold harmless ” is found in many, if not most, contracts with liability allocation provisions, across multiple industries. Design Professional shall indemnify and hold harmless the Owner from any and all claims, damages, suits, and expenses caused by or arising out of the acts, omissions, errors or negligence of the Design Professional. However, many parties do not. Because negligence is placed at the end of the phrase, it stands alone and does not modify the terms acts, errors, or omissions.

The hold harmless clause may be unilateral or reciprocal. With a unilateral clause, one party to the contract agrees not to hold the other party liable for injuries or damages incurred. The provisions of a hold harmless agreement minimize the risk of being part of a litigation or allow you to pursue a claim for indemnity if a subcontractor or any of his employees sustain an injury.

This clause not only shifts liability from one party to another but requires the indemnifying party to compensate the indemnified party for any loss. The supplier agrees to indemnify and hold harmless the customer against all claims arising in respect of any injury, death, sickness or ill-health caused to or suffered by the customer and its personnel as a result of performance or non-performance of this Agreement. So it appears that the skeptical seminar participants and I were both right.

All it takes to ensure that indemnify is given its broader meaning is to have Acme agree to indemnify Widgetco against losses and liabilities. Client agrees to defen indemnify , and hold harmless the Service Provider from any and all claims, liabilities, demands, losses. Service Provider or its agents, employees, partners or representatives arising out of negligence whether by act or omission. A “hold harmless” provision is designed to negate that argument. In essence, it says that the indemnifier will not blame the beneficiary if the beneficiary has caused or contributed to the loss.

So there is potentially an impact on contributory negligence, and possibly on gross negligence or wilful or deliberate acts. Even if it wasn’t your fault and the other party was at fault, you may still be obligated to pay damages. E-sign anything from a comfort of your home, quick and feature-rich.

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