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Question

What's the difference between indemnity and a hold harmless clause?

I'm reviewing a contract and see both terms. Do they cover different risks, or is one stronger than the other when it comes to liability?

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Answer

Indemnity and hold harmless clauses are closely related, but they are not exactly the same. Both deal with shifting risk, but they focus on different parts of that responsibility.

In simple terms, indemnity is about paying for losses after something happens, while hold harmless is about not holding the other party responsible in the first place.

What does indemnity cover?

An indemnity clause focuses on financial responsibility. One party agrees to cover losses, damages, or legal costs if certain events occur.

This usually includes reimbursing the other party for claims, settlements, or attorney fees tied to the indemnifying party's actions.

How is hold harmless different from indemnity?

A hold harmless clause is broader in how it's often used. It means one party agrees not to hold the other liable for certain risks.

In practice, many contracts combine both ideas. Language like "indemnify and hold harmless" can include both paying for losses and protecting against being blamed or pursued for those losses.

What to do next...

  1. Check if your contract uses both terms together.
  2. Review what risks and costs are actually covered.
  3. Look for duties like defense, payment, or both.
  4. Make sure the clause matches your real business risks.

What to consider in your specific situation

While these clauses are related, their impact depends on how they are written in your contract.

  • The exact wording and scope of each clause.
  • Whether the clause includes defense, payment, or both.
  • The type of services or risks involved.
  • Local laws that affect enforceability.
  • Whether the clause is one-sided or mutual.
  • The potential size of claims or legal costs.

Understanding how these clauses work together can help you better manage risk in your agreements. Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.

Published on 04/20/2026Written by Laura BojartReviewed by Legal Pros

At Rocket Lawyer, we follow a rigorous editorial policy to ensure every article is helpful, clear, and as accurate and up-to-date as possible. This page was created, edited and reviewed by trained editorial staff who specialize in translating complex legal topics into plain language, then reviewed by experienced Legal Pros—licensed attorneys and paralegals—to ensure legal accuracy.

Please note: This page offers general legal information, but not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.

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Disclosures

  1. This page offers general legal information, not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.