What does "hold harmless" mean?

[Ann Okerson <ann.okerson@yale.edu>]

We thought our readers would be interested in this question from a
reader, who inquires what the "hold harmless" clause in a license
means.

Sincerely, 
The Moderators

---------- Forwarded message ----------
Date: Wed, 28 Jul 1999 08:15:45 -0400 (EDT)
From: Cecile Pierre <pierre@bius.jussieu.fr>

Submitted on: Wednesday, July 28, 1999 at 08:15:45
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A question of vocabulary in electronic licenses:  What does "hold harmless
from and against" exactly mean?  Is it a question of responsibility, i.e.,
we recognize that the publisher is not responsible in any way?  Is it also
a question of agreeing to indemnify, so that they don't lose any money and
the process is harmless for them?  Does "from and against" mean that not
only the library cannot hold the publisher responsible, but also that
should a claim arise against them, we agree to help them, or possibly be
the ones responsible ultimately?  Thank you for your help.

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Rodney Stenlake, Esq., of LIBLICENSE,  responds:

It is difficult to give a complete and precise answer concerning the
meaning of the term "hold harmless from and against" without knowing the
precise context of the phrase in the agreement.  Generally, however, you
are right that "hold harmless" means that one party agrees not to hold the
other responsible for certain acts or under certain circumstances. (e.g.,
acts of god, events beyond the control of the parties, unforseen
circumstances).  Usually the agreement should spell out what those acts
and/or circumstances are in some specificity.

As for indemnification, that usually must be specifically stated in the
agreement.  The term hold harmless should not in itself impose an
obligation to indemnify.  Nor it is likely that the use of the pharse
"hold harmless" by itself would impose any additional liablity on a party
or cause one party to automatically be liable for the acts of another.  
Indemnification clauses often require the parties to cooperate in any
indemnified claims, but again that is usually specifically stated in the
agreement.


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