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Mutual Hold Harmless Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mutual Hold Harmless Agreement

"I need a Mutual Hold Harmless Agreement for a joint construction project between my company and ABC Contractors Ltd, starting March 2025, with specific focus on workplace safety indemnification and coverage for subcontractors on both sides."

What is a Mutual Hold Harmless Agreement?

A Mutual Hold Harmless Agreement is typically used when two parties engage in activities where there is a significant risk of loss or liability to either party. This document is particularly relevant in situations where both parties wish to clearly delineate their responsibilities and protect themselves from claims arising from the other party's actions. Under English and Welsh law, these agreements must comply with the Unfair Contract Terms Act 1977 and other relevant legislation. The agreement typically includes detailed provisions on the scope of indemnification, insurance requirements, and claims procedures, providing a comprehensive framework for risk allocation between the parties.

What sections should be included in a Mutual Hold Harmless Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Mutual Indemnification: Core hold harmless and indemnification obligations of each party

5. Scope of Indemnification: Specific risks, losses, and circumstances covered

6. Duration: Term of the indemnification obligations

7. Governing Law: Specification of English and Welsh law as governing law

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

1. Insurance Requirements: Specific insurance coverage requirements - use when parties want to ensure adequate insurance coverage exists

2. Third Party Rights: Extension of indemnification to affiliated parties - use when protection needs to extend beyond primary contracting parties

3. Claims Procedure: Process for making and handling indemnification claims - use in complex arrangements or high-value contracts

4. Limitations on Liability: Caps or exclusions on indemnification obligations - use when parties want to limit potential exposure

What schedules should be included in a Mutual Hold Harmless Agreement?

1. Schedule of Insured Risks: Detailed list of risks covered by insurance policies

2. Schedule of Affiliated Parties: List of additional parties covered by the indemnification

3. Insurance Certificates: Copies of relevant insurance documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















Clauses















Industries

Unfair Contract Terms Act 1977: Primary legislation regulating exclusion and limitation clauses, setting requirements for reasonableness and placing restrictions on the ability to exclude certain types of liability in contracts

Contracts (Rights of Third Parties) Act 1999: Determines how third party rights can be affected by the agreement and is relevant for extending indemnification to affiliates or contractors

Companies Act 2006: Governs corporate authority and execution requirements, important for determining who can legally bind the companies entering into the agreement

Limitation Act 1980: Sets statutory time limits for bringing claims and is relevant for determining the duration of indemnification obligations

Common Law Principles: Encompasses doctrine of privity of contract, rules regarding consideration, and principles of contractual interpretation in English law

Misrepresentation Act 1967: Relevant for statements made during contract formation and important for exclusion of liability provisions

Supply of Goods and Services Act 1982: May be applicable depending on the context of the agreement, particularly regarding implied terms about goods and services

Consumer Rights Act 2015: Becomes relevant if one party might be considered a consumer, affecting the enforceability of certain contract terms

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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