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The Hold Harmless Agreement is a crucial risk management tool in Hong Kong's business environment, used when parties need to clearly allocate potential risks and liabilities in their commercial relationships. This document is particularly relevant when one party wishes to be protected from claims, losses, or damages that might arise from permitted activities or operations. Under Hong Kong law, these agreements must be carefully drafted to ensure compliance with the Control of Exemption Clauses Ordinance and other relevant legislation. The agreement typically specifies the scope of protection, includes clear indemnification provisions, outlines exception scenarios, and establishes procedures for handling potential claims. It's commonly used in construction projects, property management, event organization, and various commercial operations where risk transfer is necessary for business activities to proceed.

1. Parties: Identifies and provides full details of all parties to the agreement, including registered addresses and company numbers if applicable

2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties and the activities covered

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

4. Scope of Agreement: Clearly defines the activities, timeframe, and circumstances covered by the hold harmless provisions

5. Indemnification Provisions: Details the specific indemnification obligations, including what losses are covered and any limitations

6. Exceptions to Indemnification: Specifies circumstances where the indemnification will not apply (e.g., gross negligence, willful misconduct)

7. Duration: Specifies how long the hold harmless provisions remain in effect

8. Insurance Requirements: Outlines any insurance obligations of either party to support the indemnification

9. Notice Requirements: Procedures for notifying parties of claims or circumstances that might lead to claims

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction

11. Entire Agreement: Standard clause confirming this document represents the entire agreement between parties

12. Execution: Signature blocks and execution formalities