Hold Harmless Agreement Template

Startup Law ResourcesBusiness Operations

This hold harmless agreement template is available for use on UpCounsel. Download this free hold harmless agreement form below and have it customized for your unique business legal needs today to best protect yourself.


 This Business Contract (the "Contract") is made effective on the [Date Ordinal Number] day of [Month], [Year], by and between [Name 1] of [Address 1 including City, State, and Zip Code] and [Name 2] of [Address 2 including City, State, and Zip Code]. These parties have willingly agreed to enter into this Contract for the purposes set forth and made part of this Contract, on the following terms and conditions:

Purpose of the Contract

1. [Name 1] agrees to [sell goods specified/sell business specified/complete work specified]. [Name 2] agrees to [purchase goods specified/purchase business specified/receive completed work] from [Name 1].

[Name of product/business/work]   

[Quantity of products/business/work]   

[Unit price of product/business/work]

[Total price of product/business/work]

(List as many products/businesses/work assignments as required.)

[Sum total]


2. The [products/business/work] will be to the standard discussed by the parties and compliant with all federal and state regulations.


3. [Name 1] will transfer or deliver the [products/business/work] to [Name 2] by [Due Date].

4. The [products/business/work] shall be deemed accepted by [Name 2] upon completion of the following:

a. [Name 2] shall promptly, within the first [Number] business days of delivery (the "Acceptance Period"), examine the items to ensure they are of an acceptable standard.
b. Within [Number] business days after the end of the Acceptance Period, [Name 2] should issue written acceptance of the items or a detailed written statement of nonconformities for correction before acceptance.

5. Unless other arrangements are made in writing, [Name 1] will redeliver corrected items to [Name 2] within a reasonable amount of time after receiving a statement of nonconformities. Once the items are received, a new acceptance test begins.

6. If [Name 2] does not provide a written acceptance or written statement of nonconformities within [Number] business days following the end of the Acceptance Period, the items will be automatically deemed accepted.


7. [Name 1] will provide an itemized invoice for [Name 2] within [Number] days of delivering or transferring the [products/business/work].

8. [Name 2] shall make payment to [Name 1] in the amount of [Sum Total] within [Number] days from the receipt and acceptance of the invoice for [Goods/Business/Work].

9. A payment discount of [Percentage] percent applies if payment is made within [Number] days of the invoice being received.

10. Payments to [Name 1] will be made in full as agreed, without any deductions for taxes.

11. If [Name 2] does not provide payment within the number of days specified, interest of [Percentage] percent per year, or the maximum amount allowable by law, is added to and payable on the overdue amount, whichever is less. [Name 2] will pay all collection costs, including without limitation, reasonable attorney fees.

12. In addition to any other right or remedy provided by law, if [Name 2] fails to provide payment, [Name 1] may consider this a material breach of the Contract. [Name 1] can cancel this Contract and/or seek legal remedies.

Intellectual Property

13. The business retains ownership of any data, information, or intellectual property disclosed in connection with this Agreement. This intellectual property may be used by either party in accordance with the license terms:

a. Intellectual property can be used in connection with the services, for the purpose for which products were originally purchased.
b. Proprietary items cannot be transferred, sold, or disposed of without written consent.
c. All copyright notices and other proprietary legends and all trademarks or service marks must be retained or reproduced on all copies of intellectual property.


14. For purposes of this Contract, the term "Information" shall mean any information shared between the parties pursuant to this Agreement that is either:

a. Received in written form and marked "confidential"
b. Received verbally and declared in writing to be confidential within 30 days of disclosure

This information shall be maintained in confidence with the same degree of care each party would hold its own confidential information.

15. Information should only be used for tasks related to the Contract and disclosed to officers and employees directly relevant to these tasks. It should not be disclosed to third parties or used for other purposes.

16. All obligations related to the treatment of Information shall survive for a period of [Number] years after the termination of this Contract.


17. Either party can terminate this Contract without cause by giving [Number] days' notice to the other party in writing.

18. If either party breaches this Contract, the other may terminate the Contract if the breach is not remedied within [Number] days of written notice of the breach. Termination shall by without prejudice to any rights accrued to either party before termination.

19. Neither party shall be held in breach if it cannot fulfill its obligations due to natural disasters or other causes reasonably beyond their control.

20. On the event of termination, all [products/work] provided must be paid for in full, so long as it meets standards of acceptability.

General Clauses

21. The term of this Agreement is for [Period] from the date of its execution or until the completion of all outlined professional activities, whichever is later.

22. Any notices permitted or required pursuant to this Contract are effective if made in writing and sent by postage prepaid, return receipt requested mail, or by overnight mail delivery. These notices should be sent to the addresses outlined above, unless other arrangements are made.

23. This Contract sets forth the entire agreement between [Name 1] and [Name 2] as to its subject matter.

24. This Contract's terms can only be amended in writing signed by both parties.

25. This Contract is construed in accordance with the laws of the State of [State].

IN WITNESS WHEREOF the parties have caused this Business Contract to be executed and delivered by their duly authorized representatives.

[Underlined Space for Signature 1] [Date]
[Name 1][Title]                                 Date

[Underlined Space for Signature 2] [Date]
[Name 1][Title]                                 Date

Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

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