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Hold Harmless Settlement Agreement for the United Kingdom

Hold Harmless Settlement Agreement Template for England and Wales

A Hold Harmless Settlement Agreement under English and Welsh law is a legally binding document where one party (the Releasor) agrees to release another party (the Releasee) from legal liability for specified claims or potential claims, while also agreeing to indemnify them against future claims. This agreement combines elements of both settlement and indemnification, providing comprehensive protection for the Releasee while offering finality to both parties. It must comply with English contract law principles and relevant statutory requirements.

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What is a Hold Harmless Settlement Agreement?

The Hold Harmless Settlement Agreement is commonly used in England and Wales when parties wish to resolve disputes while providing ongoing protection against future claims. This document is particularly valuable in situations involving complex liability issues, multiple stakeholders, or ongoing business relationships. It combines the finality of a settlement agreement with forward-looking protection through indemnification provisions. The agreement must be carefully drafted to ensure compliance with English contract law, including consideration of the Contracts (Rights of Third Parties) Act 1999 and the Unfair Contract Terms Act 1977.

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

1. Parties: Identifies all parties to the agreement, including their legal status and contact details

2. Background: Sets out the context and circumstances leading to the agreement, including any existing disputes or claims

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

4. Release and Indemnification: Core terms of the hold harmless provision, detailing the scope of release and indemnification obligations

5. Consideration: Details of what each party is giving or receiving in exchange for the settlement

6. Governing Law and Jurisdiction: Specifies that English and Welsh law applies and designates appropriate courts for disputes

7. Entire Agreement: Confirms this document represents the complete agreement between the parties and supersedes prior agreements

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

1. Confidentiality: Provisions requiring parties to maintain confidentiality of settlement terms and related information

2. Insurance: Details of any insurance obligations or requirements between the parties

3. Non-disparagement: Provisions preventing parties from making negative statements about each other

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

1. Schedule of Claims: Detailed list of specific claims, disputes, or matters being settled under the agreement

2. Payment Schedule: Timeline and terms for any staged payments or financial obligations under the settlement

3. Related Parties: List of additional parties covered by or benefiting from the hold harmless provisions

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





















Clauses























Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how the agreement affects and can be enforced by third parties who are not direct parties to the contract

Limitation Act 1980: Sets out statutory time limits for bringing different types of legal claims, which must be considered in settlement agreements

Law Reform (Contributory Negligence) Act 1945: Legislation governing how liability can be apportioned between parties when both have contributed to loss or damage

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and sets limits on what exclusion clauses can be enforced, ensuring terms are reasonable

Doctrine of Consideration: Common law principle requiring that contracts must be supported by consideration (something of value) to be legally binding

Capacity to Contract: Common law principle requiring that all parties must have legal capacity to enter into a binding agreement

Consumer Rights Act 2015: Protects consumers' rights and applies additional requirements if one party is acting as a consumer

Civil Procedure Rules: Procedural rules governing civil litigation in England and Wales, particularly relevant for settlement aspects

Companies Act 2006: Primary legislation governing company law, relevant when any party to the agreement is a corporate entity

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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