Hold-Harmless Agreement FAQ - United Kingdom


A Hold-Harmless Agreement (also known as an Indemnity Agreement) allows one party to protect another party against any future losses or claims that may result from a particular activity. For example: The Indemnifier wishes to hold a camp for school children to be held between September 27 and September 30, 2008. The camp will be held on property belonging to the Indemnitee. The landowner (Indemnitee) wishes to be protected by the Indemnifier (camp organizers) against any and all liability that may result from this event.
Definitions
What does 'indemnify' mean?

Where one person indemnifies another person, the first person (indemnifier) promises to reimburse the second person (indemnitee) for any claim or damages that the indemnitee may suffer while participating in a designated activity.
For example: An Indemnifier is promoting a jazz concert in the park to be held from 8 AM to 8 PM on December 22, 2008. The Indemnifier wishes to hire the Indemnitee to manage all facets of the event. The Indemnitee wants to be indemnified against any and all liability that may result from this event. The indemnifier promises to reimburse the indemnitee for any claim or damages that the indemnitee may suffer while participating in the roll of concert manager.

What is an Indemnitee?

The indemnitee is the person requiring protection against any claim or damages that the indemnitee may suffer while participating in the activity.

What is an Indemnifier?

The indemnifier is the person who promises to reimburse the indemnitee for any claim or damages that the indemnitee may suffer while participating in the activity.

What does 'jointly and severally liable' mean?

Joint and several liability means that where there is more than one indemnifier, then all indemnifiers will be liable for any amounts owed. In addition, if one indemnifer is unable to pay their portion of the amount owed, the remaining indemnifiers will be liable for the unresolved amount.

Who can be a witness to a document? Is a spouse or other family member acceptable to act as a witness?

Generally the person you choose to witness a document should have no financial or other interest in an agreement. A neutral third party is the best choice. A neutral third party is someone not related to either party and who does not benefit from the contract. Ideally a witness will observe the relevant party or parties signing the document and then the witness will sign the document as proof that they witnessed the parties signing. The witness is not usually required to know or understand all of the contents of the document. Note also that depending on your jurisdiction some documents such as a Will can have clearly regulated requirements regarding the number of witnesses and the nature of the relationship between the parties and the witness. The witnesses must be of legal age in your jurisdiction and they must be mentally capable. This usually means someone who is mentally capable of managing their own property and making their own decisions. You should contact a local lawyer or review local statutes if you have any questions on how to execute your document.

Does my document need a witness, or a notary, or is it OK without a witness?

Most documents and contracts do NOT require a witness for them to be legally valid. However, some documents such as a Will can have clearly regulated requirements pertaining to witnesses. Additionally, many banks and other institutions have their own policies about signing requirements, and may refuse to accept documents that are not notarized regardless of their legal sufficiency. If you want to avoid bureaucratic hold-ups, it may be a good idea to take your document to a Notary Public or have it witnessed. You may also want to contact the institution, branch or registry where your document will be used to determine what they require.

Where one party to a contract is a company, there is a section in the signing area that looks like this: "Per: _______________ (Seal)". What does this mean?

In general, where this appears in any contract, an officer of the company would sign in the space provided and then affix the company's corporate seal. A corporate seal will be unique to the corporation and is used to authenticate the legal documents of a corporation. A corporate seal is an impression usually made in paper using a small metal press.

Miscellaneous
What is the difference between a Waiver and a Hold-Harmless Agreement?

A Waiver is where one person voluntarily gives up or abandons a legal right. For example, if a payment is late then the person to whom the debt is owed may waive a late penalty. An Indemnity Agreement is where one person agrees to protect another from liability. For example, a landowner may wish to be indemnified (protected) against any harm that may result from the use of his land for a charity event.

Can I see an example?

A private school (the Indemnifier) wishes to hold a camp for school children. The camp will be held on property belonging to a landowner (the Indemnitee). The Indemnifier wants to use the landowners land and wishes to encourage the participation of the landowner. The Indemnitee wishes to be indemnified against any and all liability that may result from his participation - the use of his land - for this event.

Director's Indemnity Agreement?

The laws affecting the power of a corporation to indemnify its directors and officers against liability are specific and vary from jurisdiction to jurisdiction. LawDepot's general Indemnity Agreement is not intended for use as a Director's Indemnity Agreement.


 

Ready to create a free Hold Harmless Agreement?
Know someone who could benefit from legal FAQs? Pass this along:
back to top