EASEMENT AGREEMENT

(State of Georgia)

TABLE OF CONTENTS

[// GUIDANCE: Update page numbering after final formatting]

1. Document Header.......................................................1
2. Recitals..............................................................2
3. Article I – Definitions...............................................3
4. Article II – Operative Provisions.....................................5
   4.1 Grant of Easement................................................5
   4.2 Scope & Use......................................................5
   4.3 Construction, Maintenance & Repair...............................6
   4.4 Recording & Notice...............................................7
5. Article III – Term; Termination.......................................8
6. Article IV – Representations & Warranties.............................9
7. Article V – Covenants & Restrictions.................................10
8. Article VI – Risk Allocation.........................................12
9. Article VII – Default & Remedies.....................................14
10. Article VIII – Dispute Resolution....................................16
11. Article IX – General Provisions......................................18
12. Execution Block......................................................21
13. Exhibits.............................................................23

DOCUMENT HEADER

This Easement Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [GRANTOR LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Grantee”).

Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Grantor is the fee simple owner of certain real property located in [COUNTY], Georgia, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Grantor Property”).

B. Grantee desires to obtain, and Grantor is willing to grant, a[n] [non-exclusive / exclusive] easement for the limited purposes set forth herein over, under, upon, across, and through a portion of the Grantor Property, the approximate location of which is depicted on Exhibit B (the “Easement Area”).

C. The Parties desire to set forth their agreement in writing for purposes of recordation among the real estate records of [COUNTY] County, Georgia, in compliance with applicable Georgia law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms used in the singular include the plural and vice-versa, as the context may require.

“Abandonment” means the cessation of all material use of the Easement Area by Grantee for a continuous period of [___] months, evidenced by objective facts and not remedied within thirty (30) days after written notice from Grantor.

“Actual Damages” means the verified, out-of-pocket losses suffered by a Party, excluding incidental, consequential, indirect, exemplary, punitive, or speculative damages.

“Easement” has the meaning set forth in Section 2.1.

“Easement Area” has the meaning set forth in Recital B, as more particularly described or depicted in Exhibit B.

“Effective Date” has the meaning set forth in the Document Header.

“Force Majeure Event” has the meaning set forth in Section 6.4.

“Governmental Authority” means any federal, state, or local governmental body having jurisdiction over the Parties or the Easement Area.

“Hazardous Materials” means any substance defined, classified, or regulated as hazardous or toxic under any applicable Environmental Laws.

“Term” has the meaning set forth in Section 3.1.

[// GUIDANCE: Add additional definitions as necessary for project-specific complexities.]

ARTICLE II

OPERATIVE PROVISIONS

2.1 Grant of Easement

Subject to the terms and conditions herein, Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee a [permanent / term-limited], [non-exclusive / exclusive], [appurtenant / in gross] easement (the “Easement”) over, under, upon, across, and through the Easement Area for the following purposes (collectively, the “Permitted Uses”):
(a) [Ingress and egress];
(b) [Installation, operation, maintenance, repair, replacement, and removal of utilities (identify types)];
(c) [Drainage / stormwater management]; and
(d) [Other permitted activities].

2.2 Consideration

As consideration for the Easement, Grantee shall pay Grantor the sum of [MONETARY AMOUNT] on or before the Effective Date, receipt of which is hereby acknowledged.

[// GUIDANCE: If consideration is non-monetary or nominal (e.g., “ten dollars ($10.00) and other good and valuable consideration”), modify accordingly.]

2.3 Scope and Use

(a) Non-Interference. Grantee shall exercise the Easement in a manner that does not unreasonably interfere with Grantor’s use of the Grantor Property.
(b) Compliance With Law. Grantee shall at all times comply with all applicable laws, ordinances, and regulations in connection with its activities within the Easement Area.
(c) Restoration. Upon completion of any work, Grantee shall promptly restore the Easement Area and any affected portions of the Grantor Property to a condition reasonably comparable to that existing immediately prior to such work, ordinary wear and tear excepted.

2.4 Construction, Maintenance, and Repair

(a) Notice. Except in emergencies, Grantee shall provide Grantor not less than [___] business days’ prior written notice of any planned construction or major maintenance activities.
(b) Standards. All work shall be performed in a good and workmanlike manner and in accordance with industry standards.
(c) Costs. Grantee shall bear all costs and expenses associated with its use of the Easement, including but not limited to construction, operation, maintenance, and insurance.

2.5 Recording and Notice

(a) Recording. The Parties shall record this Agreement (or a memorandum thereof) in the real estate records of [COUNTY] County, Georgia, promptly following execution, so as to afford constructive notice to all third parties.
(b) Transfer Tax & Fees. Any transfer tax, documentary stamp, or recording fee incurred in connection with such recordation shall be paid by [PARTY RESPONSIBLE].
(c) Return Address. Upon recording, the Clerk of Superior Court is requested to return the recorded original to:
[NAME]
[COMPANY (if any)]
[ADDRESS]
[EMAIL (optional)]

ARTICLE III

TERM; TERMINATION

3.1 Term

Unless earlier terminated as provided herein, the Easement shall commence on the Effective Date and shall continue in perpetuity (the “Term”).

3.2 Termination

The Easement may be terminated only as follows:
(a) Mutual Agreement. By a written instrument duly executed and recorded by both Parties;
(b) Abandonment. Automatically upon Abandonment;
(c) Default. By the non-defaulting Party in accordance with Article VII;
(d) Expiration of Stated Term. [Use if the Easement is term-limited];
(e) Operation of Law. As may be provided under applicable Georgia law.

Upon termination, Grantee shall execute and deliver to Grantor a quitclaim deed, release, or other instrument reasonably required to evidence record termination. If Grantee fails to do so within thirty (30) days after request, Grantor may execute and record such instrument on Grantee’s behalf pursuant to a limited power of attorney granted herein.

ARTICLE IV

REPRESENTATIONS & WARRANTIES

4.1 Mutual

Each Party represents and warrants to the other that:
(a) Authority. It is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power and authority to enter into and perform this Agreement.
(b) Enforceability. This Agreement constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms.
(c) No Conflicts. The execution, delivery, and performance hereof do not violate or conflict with any agreement, judgment, or law applicable to such Party.

4.2 By Grantor

(a) Title. Grantor holds good and marketable fee simple title to the Grantor Property, free and clear of any liens, encumbrances, or prior easements that would materially interfere with the Easement, except as disclosed in Schedule 4.2(a).
(b) No Condemnation. Grantor has received no written notice of any pending condemnation or similar proceedings affecting the Grantor Property.

4.3 Survival

All representations and warranties contained herein shall survive the execution of this Agreement and the recording hereof for a period of [___] years.

ARTICLE V

COVENANTS & RESTRICTIONS

5.1 Covenant of Quiet Enjoyment

Grantor covenants that Grantee shall quietly enjoy the Easement without hindrance from Grantor or any person claiming by, through, or under Grantor, subject to the terms herein.

5.2 Grantor’s Reserved Rights

Grantor reserves the right to use the Easement Area for any purpose not inconsistent with the Permitted Uses, including the right to grant additional non-interfering easements to third parties, provided such additional easements do not materially impede Grantee’s use.

5.3 Maintenance of Easement Area

(a) Grantee Obligations. Grantee shall, at its sole cost, keep the Easement Area in good order and repair, free of debris and unreasonable obstructions.
(b) Grantor Obligations. Grantor shall not engage in any activity that materially increases the cost of Grantee’s maintenance without Grantee’s prior written consent.

5.4 Environmental Compliance

Grantee shall not use, generate, store, or dispose of Hazardous Materials in, on, or about the Easement Area except in compliance with all Environmental Laws. Grantee shall promptly remediate any release of Hazardous Materials caused by its activities.

5.5 Notice & Cure

Except as otherwise expressly provided, whenever this Agreement requires a Party to give notice or affords a Party the opportunity to cure, such notice shall be in writing and the Party shall have [___] days after receipt to effect such cure before it shall be deemed in default.

ARTICLE VI

RISK ALLOCATION

6.1 Indemnification

(a) By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, successors, and assigns from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Grantee’s use of the Easement Area, (ii) breach of this Agreement by Grantee, or (iii) the negligent or willful acts or omissions of Grantee or its agents.
(b) By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee, its affiliates, successors, and assigns from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Grantor’s breach of this Agreement, or (ii) the negligent or willful acts or omissions of Grantor or its agents.
(c) Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought and shall cooperate in the defense thereof.

6.2 Limitation of Liability

Except for (i) the indemnification obligations set forth herein, (ii) claims arising from a Party’s gross negligence or willful misconduct, or (iii) a Party’s breach of confidentiality, neither Party shall be liable to the other for any damages other than Actual Damages.

6.3 Insurance

Grantee shall, at its sole cost, maintain the following insurance policies in full force and effect during the Term, issued by carriers reasonably acceptable to Grantor:
(a) Commercial General Liability with limits of not less than $[] per occurrence and $[] aggregate;
(b) Workers’ Compensation as required by law;
(c) [Additional coverages].

Certificates evidencing such insurance shall be delivered to Grantor annually upon renewal.

6.4 Force Majeure

Neither Party shall be liable for failure to perform its obligations hereunder to the extent such failure is caused by a Force Majeure Event, which shall mean acts of God, governmental actions, war, riots, terrorism, labor disputes, fire, or other events beyond the reasonable control of the affected Party, provided that such Party gives prompt written notice and uses diligent efforts to resume performance.

ARTICLE VII

DEFAULT & REMEDIES

7.1 Events of Default

The occurrence of any one or more of the following shall constitute an “Event of Default”:
(a) Failure by a Party to observe or perform any material covenant, condition, or agreement contained herein, which failure continues beyond any applicable notice and cure period;
(b) Material misrepresentation or breach of warranty;
(c) Bankruptcy or insolvency proceedings instituted by or against a Party that are not dismissed within sixty (60) days.

7.2 Remedies

(a) Notice and Cure. Upon an Event of Default, the non-defaulting Party shall deliver written notice specifying the default. The defaulting Party shall have [___] days (or such shorter period as may be required in an emergency) to cure.
(b) Specific Performance. Because monetary damages may be inadequate, the Parties agree that equitable relief, including specific performance and injunctive relief, shall be available to the non-defaulting Party without the necessity of posting bond.
(c) Termination. If the default is not cured within the applicable period, the non-defaulting Party may terminate this Agreement and pursue any and all other remedies available at law or in equity.
(d) Attorneys’ Fees. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

ARTICLE VIII

DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY] County, Georgia, for the resolution of any dispute arising under this Agreement.

8.3 Arbitration (Optional)

[// GUIDANCE: Delete this Section if the Parties elect not to arbitrate.]
At either Party’s written election, any dispute shall be resolved by binding arbitration administered by [ARBITRATION ORGANIZATION] under its [RULES], conducted in [CITY], Georgia. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[// GUIDANCE: Include if desired.]
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Interim Relief

Nothing in this Article VIII shall limit a Party’s right to seek provisional or injunctive relief in aid of arbitration or to preserve the status quo pending resolution.

ARTICLE IX

GENERAL PROVISIONS

9.1 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties. No failure or delay in exercising any right hereunder shall operate as a waiver thereof.

9.2 Assignment

Grantee may not assign, transfer, or encumber the Easement without Grantor’s prior written consent, except to (i) a successor-in-interest to substantially all of Grantee’s assets, or (ii) a holder of a bona fide mortgage or deed of trust on the Easement improvements. Any attempted assignment in violation of this Section shall be null and void.

9.3 Successors and Assigns

Subject to Section 9.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

9.5 Entire Agreement

This Agreement, together with all attached exhibits and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together constitute one instrument. Signatures delivered by electronic means shall be deemed original.

9.7 Notices

All notices shall be in writing and delivered (i) by personal delivery, (ii) via certified mail (return receipt requested), or (iii) by nationally recognized overnight courier, addressed as follows—or to such other address as a Party may designate by notice:

Grantor:
[NAME / TITLE]
[ADDRESS]
Email: [EMAIL]
Grantee:
[NAME / TITLE]
[ADDRESS]
Email: [EMAIL]
Notice is deemed given upon receipt or first refusal.

EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Easement Agreement as of the Effective Date.

GRANTOR:

[GRANTOR LEGAL NAME]
By: ____
Name: ____
Title: _________

GRANTEE:

[GRANTEE LEGAL NAME]
By: ____
Name: ____
Title: _________

WITNESS ATTESTATION (Georgia)

Witness #1: ____ Date: _
Witness #2 / Notary Public: ____ Date: _
My Commission Expires: ___

[// GUIDANCE: Georgia law generally requires (1) two witnesses OR (2) one witness plus a notary, for recordable conveyances. Confirm recording office preferences.]

EXHIBIT A

LEGAL DESCRIPTION OF GRANTOR PROPERTY
[Insert metes and bounds or plat reference]

EXHIBIT B

EASEMENT AREA SKETCH / SURVEY
[Attach survey or diagram]

[// GUIDANCE:
1. Confirm legal description accuracy with a licensed surveyor or title company.
2. Verify signature, witness, and notary requirements with the Clerk of Superior Court for the specific county.
3. Adjust insurance limits, notice periods, and cure periods to reflect project-specific risk tolerance.
4. Consider obtaining title insurance endorsements covering the Easement.
5. Where the Easement is appurtenant, ensure appropriate references to the benefited parcel(s).
6. For utility easements, coordinate with utility providers for additional statutory or regulatory requirements.
]