EASEMENT AGREEMENT

(Commonwealth of Kentucky)

TABLE OF CONTENTS

1. Document Header...................................................1
2. Definitions........................................................2
3. Grant of Easement; Scope & Duration................................4
4. Representations & Warranties.......................................6
5. Covenants & Restrictions...........................................7
6. Default & Remedies.................................................9
7. Risk Allocation...................................................11
8. Dispute Resolution................................................13
9. General Provisions................................................15
10. Execution & Acknowledgment.......................................18

[// GUIDANCE: Page numbers are illustrative. Update after final formatting.]

1. 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 an address at [ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [STATE & ENTITY TYPE] having an address at [ADDRESS] (“Grantee”).

(Each a “Party” and, collectively, the “Parties.”)

1.1 Recitals

A. Grantor is the fee simple owner of certain real property located in [COUNTY], Kentucky, more particularly described on Exhibit A attached hereto and incorporated herein (the “Servient Parcel”).
B. Grantee is the fee simple owner/beneficiary of certain real property located in [COUNTY], Kentucky, more particularly described on Exhibit B attached hereto and incorporated herein (the “Dominant Parcel”).
C. Grantee desires to obtain, and Grantor is willing to grant, a(n) [EASEMENT TYPE (e.g., non-exclusive, permanent, appurtenant / in gross)] easement across a portion of the Servient Parcel, described on Exhibit C (the “Easement Area”), subject to the terms and conditions set forth herein.
D. In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

[// GUIDANCE: Kentucky recording statutes require (i) a statement of consideration, (ii) “prepared by” and return mail clauses, and (iii) a legal description. Include these in the signature/acknowledgment block before recording.]

2. DEFINITIONS

Capitalized terms used but not otherwise defined have the meanings set forth below. Defined terms appear in alphabetical order.

2.1 “Actual Damages” means direct, out-of-pocket damages proven by competent evidence, excluding Consequential Damages.
2.2 “Applicable Law” means all statutes, regulations, codes, ordinances, and common-law principles of the Commonwealth of Kentucky and the United States, in each case to the extent applicable to the Easement, the Parties, or the subject matter hereof.
2.3 “Consequential Damages” means lost profits, loss of business opportunity, punitive, exemplary, or special damages.
2.4 “Easement” has the meaning set forth in Section 3.1.
2.5 “Easement Area” has the meaning set forth in the Recitals.
2.6 “Event of Default” has the meaning set forth in Section 6.1.
2.7 “Force Majeure Event” has the meaning set forth in Section 7.4.
2.8 “Hazardous Materials” means any substance regulated under federal, state, or local environmental law.
2.9 “Maintenance Standards” means the standards set forth in Section 5.2.
2.10 “Term” has the meaning set forth in Section 3.4.

[// GUIDANCE: Add or delete definitions to fit the transaction.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee, its successors and permitted assigns, a(n) [non-exclusive / exclusive] [perpetual / term-limited] easement (the “Easement”) over, across, and through the Easement Area for the purposes of:
a. [PURPOSE 1 – e.g., ingress, egress, and regress];
b. [PURPOSE 2 – e.g., installation, operation, maintenance, repair, replacement, and removal of utility lines]; and
c. [OTHER PURPOSES].

3.2 Rights Appurtenant

If designated as “appurtenant,” the Easement shall run with and benefit the Dominant Parcel and bind the Servient Parcel for the Term.

3.3 Exclusivity

[GRANTEE MAY ELECT] The Easement is non-exclusive; provided, however, Grantor shall not grant any other easement or license within the Easement Area that unreasonably interferes with Grantee’s rights hereunder.

3.4 Term

(a) If Perpetual: The Easement shall be perpetual unless terminated pursuant to Section 3.5.
(b) If Term-Limited: The Easement shall commence on the Effective Date and continue for [TERM YEARS] years, unless sooner terminated as herein provided (the “Term”).

3.5 Termination

The Easement may be terminated only:
1. By written instrument executed by the Parties and recorded in the real property records of [COUNTY] County, Kentucky;
2. By abandonment, evidenced by (i) Grantee’s written disclaimer recorded as above and (ii) Grantee’s failure to use the Easement for a continuous period of [X] years;
3. Upon expiration of the Term, if term-limited; or
4. As otherwise provided in this Agreement.

Upon any termination, Grantee shall, at its sole cost, restore the Easement Area to a condition reasonably equivalent to that existing prior to installation of Grantee’s Improvements, reasonable wear and tear excepted.

[// GUIDANCE: Kentucky law recognizes termination by release, merger, abandonment, and expiration. Recording the termination instrument is critical to clear title.]

3.6 Consideration

In consideration of the Easement, Grantee shall pay Grantor [MONETARY CONSIDERATION] within [X] days after the Effective Date.

[// GUIDANCE: Kentucky recording statutes require the statement of consideration (actual or nominal).]

3.7 Conditions Precedent

The obligations of each Party are subject to (i) receipt of any required permits or approvals, (ii) confirmation of title, and (iii) satisfaction of any lender consent, each on or before [DATE/LONG-STOP].

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and qualified to do business in Kentucky;
b. It has full power and authority to execute, deliver, and perform this Agreement;
c. This Agreement has been duly authorized, executed, and delivered, and constitutes the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms; and
d. Its execution and performance do not violate any contract or Applicable Law.

4.2 Grantor Representations. Grantor further represents and warrants that:
a. Grantor is the sole owner of the Servient Parcel, free and clear of all liens and encumbrances except those of record;
b. Grantor has not previously granted any easement, license, or encumbrance that would conflict with the Easement;
c. No litigation or condemnation proceeding is pending or threatened that would adversely affect the Easement.

4.3 Survival. The representations and warranties set forth in this Article 4 shall survive the recordation of this Agreement for a period of [X] years.

5. COVENANTS & RESTRICTIONS

5.1 Grantor Covenants

a. Non-Interference. Grantor shall not interfere with Grantee’s lawful use of the Easement.
b. Access. Grantor shall provide Grantee with reasonable access to the Easement Area for the purposes stated herein.

5.2 Grantee Covenants

a. Maintenance. Grantee shall maintain the Easement Area and any Improvements installed therein in a safe, orderly, and good condition consistent with industry standards (the “Maintenance Standards”).
b. Compliance. Grantee shall comply with all Applicable Law, including obtaining all permits.
c. Restoration. Upon completion of any work, Grantee shall repair any damage to the Servient Parcel caused by Grantee’s activities.

5.3 Notice & Cure

A Party alleging breach of any covenant shall give written notice describing the breach in reasonable detail. The breaching Party shall have thirty (30) days to cure (or such longer period as may be reasonable if the breach is not capable of cure within 30 days and the breaching Party commences and diligently pursues cure).

5.4 Running with Land

All covenants and restrictions herein shall run with the land and bind the Servient Parcel, the Dominant Parcel (if appurtenant), and each Party’s successors and assigns.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following constitutes an “Event of Default”:
1. A material breach of any representation, warranty, or covenant not cured within the applicable cure period;
2. Failure to make any payment when due that continues for ten (10) days after written notice;
3. Bankruptcy, insolvency, or assignment for benefit of creditors.

6.2 Notice & Cure Procedure

Before exercising any remedy, the non-defaulting Party shall deliver a written Notice of Default specifying the Event of Default and the applicable cure period.

6.3 Remedies

In the event of an uncured Event of Default, the non-defaulting Party may, cumulatively and in any order:
a. Seek specific performance, injunctive relief, or declaratory relief;
b. Recover Actual Damages (subject to Article 7);
c. Suspend rights granted herein until cure;
d. Perform the defaulting Party’s obligations and charge the reasonable cost thereof plus interest at [RATE]% per annum.

6.4 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification

a. By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, and their respective officers, directors, employees, and agents (“Grantor Indemnitees”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of (i) Grantee’s use of the Easement, (ii) Grantee’s breach of this Agreement, or (iii) negligence or willful misconduct of Grantee or its invitees.
b. By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its affiliates in the same manner for matters arising out of Grantor’s breach or negligence.
c. Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim and cooperate in the defense.

7.2 Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) VIOLATIONS OF APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OTHER THAN ACTUAL DAMAGES. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO RECOVER CONSEQUENTIAL DAMAGES.

7.3 Insurance

Grantee shall maintain, at its own expense, commercial general liability insurance with limits of not less than [LIMIT] per occurrence and [LIMIT] in the aggregate, naming Grantor as an additional insured. Grantor shall maintain property insurance customary for owners of similar property.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance resulting from acts beyond its reasonable control (“Force Majeure Event”), provided that such Party gives prompt notice and uses commercially reasonable efforts to mitigate the effects.

8. 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 Commonwealth of Kentucky, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, exclusive jurisdiction and venue shall lie in the state courts located in [COUNTY] County, Kentucky.

8.3 Arbitration (Optional)

[INCLUDE IF ELECTED] Any dispute not resolved by negotiation within thirty (30) days may, upon mutual written agreement, be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional)

[INCLUDE IF ELECTED] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief, including specific performance, from any court of competent jurisdiction without posting bond to prevent an actual or threatened breach of this Agreement.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver of any provision shall be effective unless in a writing signed by the Party against whom enforcement is sought.

9.2 Assignment. Neither Party may assign this Agreement or the Easement without the prior written consent of the other Party, except that Grantee may assign to a lender for security purposes or to a successor owner of the Dominant Parcel upon notice to Grantor.

9.3 Successors & Assigns. This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to best accomplish its intended purpose.

9.5 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties regarding the Easement and supersedes all prior or contemporaneous agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic or PDF signatures shall be deemed original signatures for all purposes.

9.7 Notices. All notices shall be in writing and delivered (i) by personal delivery, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth in the preamble (or as later designated). Notice is effective upon receipt.

9.8 Further Assurances. The Parties shall execute and deliver such additional documents as reasonably necessary to carry out the intent of this Agreement, including any memorandum suitable for recording.

9.9 Recording. A memorandum of this Agreement, or this Agreement itself, may be recorded in the Office of the [COUNTY] County Clerk, Commonwealth of Kentucky. The Parties shall share equally the recording costs unless otherwise agreed.

10. EXECUTION & ACKNOWLEDGMENT

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

10.1 Grantor

[GRANTOR LEGAL NAME]
By: _____
Name: _____
Title: ________

10.2 Grantee

[GRANTEE LEGAL NAME]
By: _____
Name: _____
Title: ________

10.3 Notary Acknowledgment

(Commonwealth of Kentucky)

State of Kentucky )
County of _______ )

On this ___ day of _, 20, before me, the undersigned Notary Public, personally appeared ________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public
Commission No.: ___
My Commission Expires: _____

[// GUIDANCE: Add “Prepared by” and “Return to” blocks above the notary block per KRS requirements before recording.]

EXHIBIT A

Legal Description of Servient Parcel

EXHIBIT B

Legal Description of Dominant Parcel

EXHIBIT C

Survey Depicting Easement Area

[// GUIDANCE: Attach metes-and-bounds descriptions and survey prepared by a Kentucky-licensed surveyor. Cross-reference book/page numbers when recording.]