Hold Harmless Agreement (Canada)
This Hold Harmless Agreement (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"), by and between the following parties:
[Releasee Name], [Releasee Type], with a principal address at [Releasee Address], [Releasee City], [Releasee Province] [Releasee Postal Code], Canada, email: [Releasee Email], phone: [Releasee Phone] (hereinafter referred to as the "Releasee"); and
[Releasor Name], [Releasor Type], with a principal address at [Releasor Address], [Releasor City], [Releasor Province] [Releasor Postal Code], Canada, email: [Releasor Email], phone: [Releasor Phone] (hereinafter referred to as the "Releasor").
The Releasee and the Releasor may each be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Releasor intends to participate in or engage in: [Activity Title] — [Activity Description] (the "Activity"), for the purpose of [Activity Purpose];
WHEREAS, the Activity is scheduled to take place on or about [Activity Date] at [Activity Location];
WHEREAS, the Releasor acknowledges that the Activity involves inherent risks and potential hazards, and wishes to voluntarily assume such risks and release the Releasee from liability;
WHEREAS, the Parties intend for this Agreement to be enforceable in accordance with the Occupiers’ Liability Act and other applicable legislation of the governing province, and the common law principles of voluntary assumption of risk (volenti non fit injuria) as recognized by Canadian courts.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and the Releasor’s participation in the Activity, the Parties agree as follows:
1. HOLD HARMLESS AND INDEMNIFICATION
1.1 The Releasor hereby agrees to indemnify, defend, and hold harmless the Releasee and its officers, directors, employees, agents, volunteers, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs, and expenses, including reasonable legal fees and disbursements, arising out of or related to any loss, damage, or injury, including death, sustained by the Releasor or any third party during or as a result of the Releasor’s participation in the Activity.
1.2 The Releasor’s indemnification obligation extends to Losses caused by the acts or omissions of the Releasor, the Releasor’s invitees or guests, or any person for whom the Releasor is responsible at law.
1.3 This indemnification shall not extend to Losses caused by the sole gross negligence or wilful misconduct of the Releasee, as such limitation is consistent with Canadian common law and the principles of public policy.
2. VOLUNTARY ASSUMPTION OF RISK
2.1 The Releasor acknowledges that participation in the Activity involves inherent risks and dangers, including but not limited to: [Assumed Risks]. The Releasor understands that this list is not exhaustive and that other risks, both foreseeable and unforeseeable, may exist.
2.2 The Releasor voluntarily assumes all risks associated with the Activity, including the risk of serious personal injury, permanent disability, or death, and acknowledges that such risks cannot be entirely eliminated regardless of the care taken by the Releasee.
2.3 This assumption of risk is made in accordance with the common law doctrine of volenti non fit injuria as recognized by the Supreme Court of Canada and the applicable provincial courts.
3. WAIVER AND RELEASE OF CLAIMS
3.1 The Releasor hereby waives, releases, and forever discharges the Indemnified Parties from any and all claims, demands, or causes of action that the Releasor may have or may hereafter acquire against the Releasee arising out of or related to any loss, damage, or injury that may be sustained by the Releasor during or as a result of the Releasor’s participation in the Activity.
3.2 This waiver shall apply whether the loss, damage, or injury is caused by the negligence of the Releasee or otherwise, except that this waiver shall not apply to the extent that it is prohibited by applicable provincial legislation or found to be unconscionable by a court of competent jurisdiction.
3.3 The Releasor acknowledges that by signing this Agreement, the Releasor is voluntarily giving up certain legal rights, including the right to sue the Releasee for losses arising from the Activity.
4. OCCUPIERS’ LIABILITY
4.1 To the extent that the Activity takes place on premises occupied or controlled by the Releasee, the Releasor acknowledges that the Releasee’s duty of care may be modified, restricted, or excluded by this Agreement, in accordance with the applicable provincial Occupiers’ Liability Act, including but not limited to the Occupiers’ Liability Act (Ontario, R.S.O. 1990, c. O.2), the Occupiers Liability Act (British Columbia, R.S.B.C. 1996, c. 337), or the Occupiers’ Liability Act (Alberta, R.S.A. 2000, c. O-4).
4.2 The Releasee has taken reasonable steps to bring this modification, restriction, or exclusion of duty to the attention of the Releasor, as required by applicable provincial legislation.
5. LIABILITY FOR PROPERTY DAMAGE
5.1 The Releasor acknowledges and agrees that the Releasor shall be fully responsible for any damage to the Releasee’s property, equipment, or facilities caused by the Releasor’s intentional or negligent actions during the Activity. The Releasor agrees to pay the full cost of any necessary repair or replacement in Canadian dollars (CAD).
6. INSURANCE
6.1 The Releasor acknowledges that the Releasee does not provide personal insurance coverage for participants. The Releasor is solely responsible for obtaining any insurance coverage the Releasor deems appropriate, including health, accident, and liability insurance. The Releasor acknowledges that provincial health insurance plans may not cover all costs arising from injuries sustained during the Activity.
7. CONTRIBUTORY NEGLIGENCE
7.1 Where a Loss is found to have been caused in part by the negligence or fault of the Releasee, the indemnification obligations under this Agreement may be reduced in proportion to the degree of the Releasee’s negligence or fault, in accordance with the applicable provincial negligence or contributory negligence legislation, including but not limited to the Negligence Act (Ontario, R.S.O. 1990, c. N.1), the Negligence Act (British Columbia, R.S.B.C. 1996, c. 333), or the Contributory Negligence Act (Alberta, R.S.A. 2000, c. C-27).
8. CONSUMER PROTECTION
8.1 Nothing in this Agreement is intended to waive or restrict any rights afforded to the Releasor under applicable provincial consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario), the Business Practices and Consumer Protection Act (British Columbia), or equivalent legislation in the governing province. Any provision that conflicts with mandatory consumer protection requirements shall be unenforceable to the extent of such conflict.
9. DISPUTE RESOLUTION
9.1 Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by [Dispute Resolution].
9.2 Each Party shall bear its own legal costs unless the arbitrator or court awards costs in accordance with applicable provincial rules.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of [Province] and the applicable federal laws of Canada, without regard to conflict of laws principles.
10.2 The Parties attorn to the exclusive jurisdiction of the courts of the Province of [Province] for any proceedings arising out of or relating to this Agreement.
11. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision, and the remaining provisions shall continue in full force and effect. The invalid provision shall, to the extent permitted by law, be replaced with a valid provision that most closely reflects the original intent of the Parties.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements between the Parties, whether written or oral. This Agreement may not be amended except by a written instrument executed by both Parties.
13. ACKNOWLEDGEMENT
BY SIGNING BELOW, THE RELEASOR ACKNOWLEDGES THAT THE RELEASOR HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS ITS TERMS AND CONDITIONS, HAS HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE, AND AGREES TO BE BOUND BY ITS PROVISIONS. THE RELEASOR FURTHER ACKNOWLEDGES THAT BY SIGNING THIS AGREEMENT, THE RELEASOR IS VOLUNTARILY GIVING UP CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE RELEASEE.
IN WITNESS WHEREOF, the Parties have executed this Hold Harmless Agreement as of the Effective Date first written above.
Releasee
________________
Signature
Date: ________________
Releasor
________________
Signature
Date: ________________
What Is a Hold Harmless Agreement (Canada)?
A Hold Harmless Agreement in Canada has one party agree to bear and indemnify the other against specified losses or claims, governed primarily by common-law indemnity and contract principles.
Canadian common law recognizes the doctrine of volenti non fit injuria — the principle that a person who voluntarily assumes a known risk cannot later seek compensation for resulting harm. Provincial Occupiers' Liability Acts (Ontario R.S.O. 1990 c. O.2, BC R.S.B.C. 1996 c. 337, Alberta R.S.A. 2000 c. O-4) expressly allow property occupiers to restrict, modify, or exclude their statutory duty of care through written agreements, provided the terms are brought to the attention of the affected person before the activity begins.
Hold harmless agreements in Canada come in three forms: unilateral (one party releases the other), reciprocal (both parties release each other), and intermediate (one party holds the other harmless except for the other party's own negligence). Canadian courts scrutinize these agreements closely and will not enforce clauses that attempt to exclude liability for gross negligence, wilful misconduct, or fraud, as such exclusions are contrary to public policy.
In Quebec, the Civil Code (art. 1474 C.C.Q.) imposes stricter limits, prohibiting any exclusion of liability for bodily or moral injury. For all other provinces operating under common law, enforceability depends on clarity of language, voluntary consent, and whether the releasor had a genuine opportunity to understand the risks.
The legal framework governing the Hold Harmless Agreement (Canada) in Canada draws on several key statutes and regulatory bodies. Under Canadian law, PIPEDA and provincial privacy legislation govern personal data processed under this agreement. The Competition Act (R.S.C. 1985, c. C-34), enforced by the Competition Bureau, protects consumer rights. Section 15 of the Canada Business Corporations Act governs corporate obligations. Provincial superior courts and the Federal Court of Canada have jurisdiction for civil matters. The Canada Revenue Agency (CRA) administers tax compliance obligations. Parties executing a Hold Harmless Agreement (Canada) in Canada should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Personal Information Protection and Electronic Documents Act (PIPEDA) sets the foundational requirements.
When Do You Need a Hold Harmless Agreement (Canada)?
When organizing a recreational event, sports activity, or adventure tourism experience where participants face inherent physical risks — such as skiing, rock climbing, or whitewater rafting — and the operator needs legal protection against injury claims.
When a property owner permits a third party to access their premises for construction, maintenance, or an event, and needs to transfer liability for injuries or property damage under the applicable provincial Occupiers' Liability Act.
When a business hires an independent contractor and wants assurance that the contractor will assume responsibility for any third-party claims arising from the contractor's work, including worker injuries not covered by WSIB/WCB.
When lending equipment, vehicles, or tools to another party and the owner wants to confirm the borrower accepts full responsibility for any damage or injury resulting from use.
When a volunteer organization involves unpaid participants in activities that carry physical risk, and needs a signed waiver before the activity begins.
Operating without a hold harmless agreement means the property owner, event organizer, or equipment lender bears the full burden of negligence claims, which can result in substantial damage awards under Canadian tort law.
Parties in Canada should prepare a Hold Harmless Agreement (Canada) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Canadian law, PIPEDA and provincial privacy legislation govern personal data processed under this agreement. The Competition Act (R.S.C. 1985, c. C-34), enforced by the Competition Bureau, protects consumer rights. Section 15 of the Canada Business Corporations Act governs corporate obligations. Provincial superior courts and the Federal Court of Canada have jurisdiction for civil matters. The Canada Revenue Agency (CRA) administers tax compliance obligations. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Hold Harmless Agreement (Canada)
Identification of Parties and Activity — Clearly name the releasor (the person assuming risk) and the releasee (the party being protected), along with a precise description of the activity, location, and dates covered. Ambiguous descriptions weaken enforceability.
Voluntary Assumption of Risk — An explicit acknowledgment that the releasor understands the specific risks involved and voluntarily chooses to participate. Canadian courts require evidence that the person was informed of actual dangers, not merely presented with boilerplate language.
Hold Harmless and Indemnification Clause — A clear statement that the releasor will not hold the releasee liable and will indemnify them against any claims, including legal costs and damages. Best practice in Canada is to include both hold harmless and indemnity language for thorough protection.
Scope and Limitations — Define whether the agreement covers only ordinary negligence or extends to the acts of the releasee's employees, agents, and subcontractors. Canadian courts will not enforce exclusions for gross negligence or intentional harm.
Compliance with Provincial Legislation — Reference the applicable Occupiers' Liability Act and confirm the agreement meets provincial requirements. In Ontario, s. 3(3) allows written assumption of risk; in BC, s. 3(3) permits similar contractual modification.
Severability Clause — If any provision is found unenforceable (such as an overly broad negligence exclusion), the remainder of the agreement survives. This is particularly important given the variation in provincial standards.
Witness or Notarization — While not legally required in most provinces, having the agreement witnessed or notarized strengthens evidence that the releasor signed voluntarily and with full understanding.
Governing Law and Jurisdiction — Specify the province whose laws govern the agreement and the court with jurisdiction over any disputes. This prevents forum shopping and confirms predictable legal outcomes.
Additional compliance elements for a Hold Harmless Agreement (Canada) used in Canada include: Under Canadian law, PIPEDA and provincial privacy legislation govern personal data processed under this agreement. The Competition Act (R.S.C. 1985, c. C-34), enforced by the Competition Bureau, protects consumer rights. Section 15 of the Canada Business Corporations Act governs corporate obligations. Provincial superior courts and the Federal Court of Canada have jurisdiction for civil matters. The Canada Revenue Agency (CRA) administers tax compliance obligations. Section 347 of the Criminal Code (R.S.C. 1985, c. C-46) caps interest at 35% APR on late payment provisions. The Personal Information Protection and Electronic Documents Act (PIPEDA, S.C. 2000, c. 5), enforced by the Office of the Privacy Commissioner of Canada (OPC), governs personal data. The Canada Labour Code (R.S.C. 1985, c. L-2) and Employment and Social Development Canada (ESDC) apply where the agreement covers workplace activities. The Competition Act (R.S.C. 1985, c. C-34), enforced by the Competition Bureau, may apply where the agreement affects market conduct. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Sources & Citations
Statutory citations link to official government sources.
- R.S.C. 1985, c. C-34CA official
- R.S.C. 1985, c. C-46CA official
- R.S.C. 1985, c. L-2CA official
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Hold Harmless Agreement (Canada) (Canada) [Legal document template]. Forms Legal. https://forms-legal.com/canada/personal/releases/hold-harmless-agreement-canada
"Hold Harmless Agreement (Canada) (Canada)." Forms Legal, 2026, https://forms-legal.com/canada/personal/releases/hold-harmless-agreement-canada.
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note = {Free legal document template. Based on Personal Information Protection and Electronic Documents Act (PIPEDA)}
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Frequently Asked Questions
Hold harmless agreements are generally enforceable in Canada when they are clear, unambiguous, and brought to the attention of the party being asked to sign. Canadian courts strictly construe exclusion and indemnity clauses against the party seeking to rely on them — the contra proferentem rule — meaning any ambiguity is resolved against the drafter. The Supreme Court of Canada established the modern approach in Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 2010 SCC 4, requiring courts to examine: (1) whether the clause applies on its proper construction; (2) whether it was unconscionable at the time of contracting; and (3) whether there is any public policy reason to refuse enforcement. Courts will not enforce hold harmless clauses for gross negligence, intentional misconduct, or where enforcement would be contrary to public policy — for example, clauses purporting to waive liability for violations of Ontario's Occupational Health and Safety Act (R.S.O. 1990, c. O.1) or the Canada Labour Code (R.S.C. 1985, c. L-2). Quebec's Civil Code (CQLR, c. CCQ-1991, Article 1474) specifically prohibits exclusion of liability for bodily injury or material damage caused intentionally or by gross fault. Provincial consumer protection legislation — including Ontario's Consumer Protection Act, 2002 — may also limit hold harmless clauses in consumer contracts. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Hold harmless and indemnity are related but distinct concepts under Canadian law. A hold harmless clause protects one party from claims by the other party — Party A agrees not to sue Party B for losses arising from a specified activity. An indemnity clause is broader: Party A agrees to compensate Party B for losses Party B suffers, including claims by third parties. A mutual hold harmless agreement protects both parties from each other's claims. A unilateral indemnity requires one party to indemnify the other for all losses including third-party claims, defense costs, and legal fees. The distinction matters significantly in practice: a hold harmless clause in a venue rental agreement prevents the participant from suing the venue owner; a full indemnity clause in a construction contract requires the subcontractor to compensate the general contractor for claims brought by third parties injured on the job site. Under Section 7 of the Ontario Occupiers' Liability Act (R.S.O. 1990, c. O.2), occupiers owe a duty of care that cannot be fully excluded in commercial premises. The Competition Act (R.S.C. 1985, c. C-34) and the Federal Courts Act (R.S.C. 1985, c. F-7) govern federal jurisdiction over related disputes. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Hold harmless agreements in Canada cannot waive liability for gross negligence, intentional misconduct, or statutory obligations imposed for public safety. Section 3 of Ontario's Occupiers' Liability Act (R.S.O. 1990, c. O.2) imposes a duty of care on occupiers that cannot be fully excluded. Quebec's Civil Code (CQLR, c. CCQ-1991, Article 1474) specifically prohibits contractual exclusion of liability for bodily injury or material damage caused intentionally or by gross fault. Section 9 of British Columbia's Occupiers Liability Act (R.S.B.C. 1996, c. 337) similarly limits liability waivers. Consumer protection legislation — including Ontario's Consumer Protection Act, 2002 (S.O. 2002, c. 30), British Columbia's Business Practices and Consumer Protection Act (S.B.C. 2004, c. 2), and Quebec's Consumer Protection Act (RLRQ, c. P-40.1) — may void clauses that purport to exclude liability in standard-form consumer contracts. The Canadian Human Rights Act (R.S.C. 1985, c. H-6), enforced by the Canadian Human Rights Commission (CHRC), cannot be waived by contract. Workplace safety obligations under the Canada Labour Code (R.S.C. 1985, c. L-2) and provincial occupational health and safety statutes also cannot be excluded by contract. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Volenti non fit injuria (Latin: "to one who consents, no injury is done") is an equitable defence under Canadian common law providing that a person who voluntarily assumes the risk of harm cannot later recover damages for that harm. The Supreme Court of Canada addressed this defence in Waldick v. Malcolm, [1991] 2 SCR 456, limiting its application in negligence cases. Under Canadian law, volenti requires: (1) the plaintiff had full knowledge of the nature and extent of the risk; and (2) the plaintiff voluntarily accepted the legal risk, not merely the physical risk. Signing a hold harmless agreement is evidence of voluntary assumption of risk, but it does not automatically establish volenti — courts look at the totality of the circumstances. In Ontario, Section 4 of the Occupiers' Liability Act (R.S.O. 1990, c. O.2) modified the common law by imposing a statutory duty of care on occupiers that cannot be avoided by volenti alone. The doctrine is also limited by the Canadian Human Rights Act (R.S.C. 1985, c. H-6) — consent cannot be used to validate discriminatory treatment. Quebec does not recognize volenti in the same way — Article 1477 of the Civil Code of Quebec governs assumption of risk. The Federal Court of Canada and provincial Superior Courts adjudicate negligence claims where volenti is raised. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
A Hold Harmless Agreement (Canada) does not legally require a lawyer in Canada, and individuals and businesses may draft and execute the document independently. The Personal Information Protection and Electronic Documents Act (PIPEDA) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Canada lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Federal Court of Canada has jurisdiction over disputes arising from this type of document, and Corporations Canada may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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