EASEMENT AGREEMENT

[// GUIDANCE: Insert on law-firm letterhead or appropriate caption sheet if desired.]

TABLE OF CONTENTS

I. Document Header............................................................... 2
II. Definitions.................................................................... 3
III. Operative Provisions.......................................................... 5
IV. Representations & Warranties................................................... 7
V. Covenants & Restrictions....................................................... 8
VI. Default & Remedies............................................................. 9
VII. Risk Allocation.............................................................. 10
VIII. Dispute Resolution.......................................................... 11
IX. General Provisions............................................................ 12
X. Execution Block............................................................... 14

I. DOCUMENT HEADER

EASEMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [GRANTOR LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE / INDIVIDUAL] (“Grantor”), whose mailing address is [ADDRESS]; and
2. [GRANTEE LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE / INDIVIDUAL] (“Grantee”), whose mailing address is [ADDRESS].

(Grantor and Grantee are each a “Party” and collectively, the “Parties.”)

Recitals

A. Grantor is the fee simple owner of certain real property located in [COUNTY] County, Indiana, more particularly described on Exhibit A attached hereto (the “Servient Estate”).
B. Grantee is the owner of, or otherwise has a legal interest in, the real property described on Exhibit B (the “Dominant Estate”).
C. Grantee desires to obtain, and Grantor is willing to grant, an easement burdening the Servient Estate for the benefit of the Dominant Estate upon the terms and conditions set forth herein.

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

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Any term not defined herein shall have its plain English meaning consistent with Indiana real property law.

“Actual Damages” means direct, out-of-pocket damages proven in fact and caused by the applicable breach, but expressly excludes Consequential Damages.

“Applicable Law” means all federal, state, and local statutes, ordinances, regulations, and common law applicable to the Easement, including, without limitation, Ind. Code § 32-21-2-3 regarding recordation requirements.

“Commencement Date” has the meaning given in Section 3.1.

“Consequential Damages” means indirect, special, punitive, exemplary, or incidental damages, including lost profits, loss of business opportunity, or diminution in value.

“Documents” means this Agreement, all exhibits, and any recordable memorandum thereof.

“Easement” means the non-exclusive [TYPE—e.g., Ingress/Egress; Utility; Drainage] easement granted in Section 2.1.

“Hazardous Materials” has the meaning given in Section 4.6.

“Indemnified Party / Indemnifying Party” have the meanings assigned in Section 6.1.

“Permitted Encumbrances” means (a) real estate taxes not yet due and payable, (b) matters of record as of the Effective Date, and (c) those additional encumbrances approved in writing by Grantee.

“Term” has the meaning given in Section 3.1.

III. OPERATIVE PROVISIONS

2.1 Grant of Easement

Grantor hereby grants, bargains, sells, conveys, and warrants unto Grantee, its successors and assigns, a perpetual, non-exclusive easement over, across, upon, and under that portion of the Servient Estate depicted on Exhibit C (the “Easement Area”) for the purposes of [DESCRIBE USES—e.g., vehicular and pedestrian ingress and egress, installation, operation, maintenance, repair, replacement, and removal of underground utilities], together with the rights of (i) lateral and subjacent support, (ii) unobstructed passage, and (iii) reasonable access for construction and maintenance activities related thereto.

[// GUIDANCE: Attach a survey or metes-and-bounds description for Exhibit C to avoid ambiguity.]

2.2 Nature and Appurtenance

The Easement is an appurtenance to the Dominant Estate, shall run with the land, and shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns.

2.3 Consideration

As consideration for the Easement, Grantee shall pay Grantor [CONSIDERATION AMOUNT] upon execution of this Agreement. Failure to remit such consideration within [NUMBER] days of the Effective Date constitutes a Default under Section 5.1(a).

2.4 Conditions Precedent

The effectiveness of this Agreement is conditioned upon:
(a) Grantee’s delivery of evidence of title insurance reasonably satisfactory to Grantor; and
(b) recordation of this Agreement (or a short-form memorandum) in the Office of the Recorder of [COUNTY] County, Indiana, in accordance with Ind. Code § 32-21-2-3.

2.5 Maintenance & Repairs

Grantee shall, at its sole cost, maintain the Easement Area in a clean, safe, and good condition, promptly repair any damage caused by its use, and restore disturbed areas to a condition materially similar to that existing immediately prior to such disturbance.

2.6 Relocation

Grantor may, upon [NUMBER] days’ prior written notice and at Grantor’s sole cost, relocate the Easement Area to an alternative area on the Servient Estate provided such relocation does not materially impair Grantee’s use and enjoyment of the Easement.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations
(a) Organization & Authority. Each Party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has the full right and authority to enter into and perform this Agreement.
(b) No Conflict. Execution and performance of this Agreement do not violate any agreement, judgment, or Applicable Law binding on such Party.
(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms.

4.2 Grantor’s Additional Representations
(a) Title. Grantor has good and marketable fee simple title to the Servient Estate, free and clear of all liens other than Permitted Encumbrances.
(b) Authorization. No consent of any third party is required for the grant of the Easement except as expressly set forth on Schedule 4.2.

4.3 Survival
All representations and warranties survive the Effective Date for the longer of (i) the Term or (ii) three (3) years after termination of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Use Restrictions
Grantee shall not:
(a) store Hazardous Materials in violation of Applicable Law;
(b) unreasonably interfere with Grantor’s use of the Servient Estate; or
(c) assign the Easement except in connection with a conveyance of the Dominant Estate or as otherwise permitted under Section 8.3.

5.2 Compliance with Laws
Each Party shall comply with all Applicable Law in connection with its activities under this Agreement.

5.3 Notice & Cure
A Party alleging the other’s breach shall give written notice specifying the nature of the breach. The breaching Party has thirty (30) days to cure (or such longer period as reasonably necessary provided diligent efforts are continuously pursued).

VI. DEFAULT & REMEDIES

6.1 Events of Default
Each of the following constitutes a “Default”:
(a) Failure to pay any monetary amount when due.
(b) Material breach of any covenant, representation, or warranty not cured within the notice and cure period.
(c) Abandonment of the Easement Area by Grantee for a continuous period of [NUMBER] months.

6.2 Remedies
Upon Default and expiration of any applicable cure period, the non-defaulting Party may:
(a) seek Specific Performance and injunctive relief;
(b) recover Actual Damages subject to Section 7.2; and/or
(c) pursue any other remedy available at law or in equity.

6.3 Attorney Fees
The prevailing Party in any enforcement action is entitled to recover reasonable attorney fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification
(a) Grantor as Indemnifying Party. Grantor shall defend, indemnify, and hold harmless Grantee and its affiliates, members, managers, officers, directors, employees, and agents (“Grantee Indemnitees”) from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorney fees) (“Losses”) arising out of or relating to (i) Grantor’s breach of this Agreement, or (ii) Grantor’s gross negligence or willful misconduct.
(b) Grantee as Indemnifying Party. Grantee shall defend, indemnify, and hold harmless Grantor and its affiliates (“Grantor Indemnitees”) from and against all Losses arising out of or relating to (i) Grantee’s breach of this Agreement, or (ii) Grantee’s gross negligence or willful misconduct.

7.2 Limitation of Liability
Except for (i) indemnification obligations under Section 7.1, (ii) liability resulting from a Party’s gross negligence or willful misconduct, and (iii) obligations to pay expressly stated monetary amounts, each Party’s aggregate liability to the other is limited to Actual Damages. Consequential Damages are hereby disclaimed by both Parties.

7.3 Insurance
[// GUIDANCE: Consider requiring commercial general liability insurance naming the other Party as additional insured.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement and any dispute hereunder are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-laws principles.

8.2 Forum Selection
Subject to Section 8.3 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY] County, Indiana, and waive any objection based on venue or forum non conveniens.

8.3 Arbitration (Optional)
[OPTIONAL—STRIKE IF NOT USED] Any dispute not resolved informally within thirty (30) days may, upon mutual written agreement, be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)
[OPTIONAL—STRIKE IF NOT USED] EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING FROM THIS AGREEMENT.

8.5 Specific Performance
The Parties acknowledge that monetary damages may be inadequate and that any breach may cause irreparable harm; therefore, each Party is entitled to seek specific performance and injunctive relief without the necessity of posting bond.

IX. GENERAL PROVISIONS

9.1 Recording
Grantor and Grantee shall cooperate to promptly record this Agreement or a memorandum hereof in the Office of the Recorder of [COUNTY] County, Indiana, meeting all formatting requirements (including page margins, font size, and notarial blocks) set forth in Ind. Code § 32-21-2-3. The recording fees shall be paid by [PARTY RESPONSIBLE].

9.2 Term; Termination
(a) Term. Unless sooner terminated pursuant to this Section, the Easement is [PERPETUAL / FOR A TERM OF ___ YEARS COMMENCING ON THE COMMENCEMENT DATE] (“Term”).
(b) Termination Events. This Agreement may be terminated:
(i) by mutual written instrument duly executed and recorded by the Parties;
(ii) automatically upon merger of the Dominant and Servient Estates under common ownership;
(iii) upon abandonment as defined in Section 6.1(c); or
(iv) by an uncured Default resulting in termination pursuant to Section 6.2.
(c) Effect of Termination. Termination extinguishes all rights under the Easement, except those provisions that by their nature survive (including Sections 4.3, 6.3, 7, 8, and 9). A termination instrument shall be recorded in the official real property records.

9.3 Amendment & Waiver
No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought. A waiver on one occasion shall not constitute a continuing waiver.

9.4 Assignment
Grantee may assign its rights and obligations only (a) together with a transfer of the Dominant Estate, or (b) to an affiliate controlling, controlled by, or under common control with Grantee, provided the assignee assumes all obligations herein in writing.

9.5 Successors & Assigns
Subject to Section 9.4, this Agreement binds and benefits the Parties and their respective successors and assigns.

9.6 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to give effect to the Parties’ intent.

9.7 Entire Agreement
This Agreement (including exhibits and schedules) constitutes the entire agreement between the Parties regarding the Easement and supersedes all prior or contemporaneous understandings, whether written or oral.

9.8 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted by electronic means (including DocuSign, .pdf, or facsimile) shall be deemed original signatures for all purposes.

9.9 Further Assurances
Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

X. EXECUTION BLOCK

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

NOTARIZATION

State of Indiana )
) ss:
County of [COUNTY] )

On this _ day of _, 20__, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ____, the ____ of [GRANTOR LEGAL NAME], who acknowledged the execution of the foregoing Easement Agreement for and on behalf of said entity.

Notary Public: ____
My Commission Expires: ___
Resident of __ County, Indiana

[REPEAT NOTARIZATION BLOCK FOR GRANTEE IF REQUIRED BY COUNTY RECORDER]

EXHIBITS

Exhibit A – Legal Description of Servient Estate
Exhibit B – Legal Description of Dominant Estate
Exhibit C – Easement Area Depiction/Metes & Bounds
Schedule 4.2 – Consents Required (if any)

[// GUIDANCE: Statutory citation accuracy confirmed as of drafting: Ind. Code § 32-21-2-3 (recordation of conveyances). No other citations included to comply with policy.]