Independent Contractor Hold Harmless Agreement Template for United States

This document is a comprehensive legal agreement used in the United States that establishes a hold harmless arrangement between an independent contractor and a hiring company. It provides protection for the hiring company against claims, damages, or losses that may arise from the contractor's work or actions. The agreement complies with U.S. federal and state-specific requirements for independent contractor relationships and includes provisions for insurance requirements, scope of indemnification, and specific limitations as per applicable state laws. It serves as a risk management tool while maintaining the clear distinction of an independent contractor relationship.

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What is a Independent Contractor Hold Harmless Agreement?

The Independent Contractor Hold Harmless Agreement is essential for businesses operating in the United States that engage independent contractors for various services. This document becomes particularly important in situations where contractors perform work that could potentially create liability risks for the hiring company. It includes specific provisions about the scope of services, insurance requirements, and indemnification obligations, all while maintaining compliance with both federal and state-specific regulations regarding independent contractor relationships. The agreement is designed to protect the hiring company's interests while clearly establishing the contractor's status and responsibilities. It's commonly used in projects or ongoing service arrangements where clear risk allocation is necessary, and must be carefully drafted to ensure enforceability under applicable state laws.

What sections should be included in a Independent Contractor Hold Harmless Agreement?

1. Parties: Identifies and provides full legal names and addresses of all parties to the agreement

2. Background: Explains the context of the relationship and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Outlines the services to be provided by the independent contractor

5. Independent Contractor Status: Clearly establishes the nature of the relationship as independent contractor rather than employment

6. Hold Harmless Provisions: Details the specific indemnification and hold harmless obligations of the parties

7. Insurance Requirements: Specifies required insurance coverage and minimum limits

8. Term and Termination: Defines the duration of the agreement and conditions for termination

9. Governing Law: Specifies the jurisdiction and laws governing the agreement

10. Entire Agreement: States that the document represents the complete agreement between parties

11. Signatures: Space for parties to execute the agreement with dates

What sections are optional to include in a Independent Contractor Hold Harmless Agreement?

1. Limitation of Liability: Sets specific caps or limitations on liability exposure

2. Mutual Hold Harmless: Used when both parties agree to reciprocal hold harmless provisions

3. Confidentiality: Added when sensitive information will be shared during service provision

4. Intellectual Property Rights: Included when services involve creation or use of intellectual property

5. Force Majeure: Added to address circumstances beyond parties' control

6. Dispute Resolution: Details specific procedures for resolving disputes, such as mediation or arbitration

7. Assignment: Addresses whether rights and obligations can be assigned to other parties

8. Survival: Specifies which provisions survive termination of the agreement

What schedules should be included in a Independent Contractor Hold Harmless Agreement?

1. Schedule A - Scope of Services: Detailed description of services to be provided

2. Schedule B - Fee Schedule: Detailed breakdown of fees and payment terms

3. Schedule C - Insurance Requirements: Specific insurance types, coverage limits, and certificate requirements

4. Appendix 1 - Service Locations: List of approved locations where services will be performed

5. Appendix 2 - Key Personnel: Identification of key personnel authorized to perform services

6. Appendix 3 - Equipment Schedule: List of any equipment provided or required for service performance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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