Easement Agreement - Mississippi

EASEMENT AGREEMENT

(For recording in the land records of the Mississippi county where the servient estate is located.)

[RESERVE A 3-INCH TOP MARGIN ON THE FIRST PAGE FOR THE RECORDER]

FIRST-PAGE RECORDING INFORMATION

Prepared By: [NAME]; physical business mailing address: [ADDRESS]; business or employment telephone: [PHONE]

After Recording Return To: [NAME]; mailing address: [ADDRESS]; telephone: [PHONE]

Instrument: Easement Agreement. Recording County: [COUNTY], Mississippi, Chancery Clerk land records.

INDEXING INSTRUCTIONS — FIRST PAGE (complete for the servient estate and each affected parcel):

Match the instructions to Exhibits A and C-1. Continue on the next page if the instructions do not fit here.

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement & Description
4. Term; Renewal; Termination Procedures
5. Consideration & Payment Terms
6. Construction, Use & Maintenance Standards
7. Taxes, Utilities & Compliance With Laws
8. Insurance Requirements
9. Representations & Warranties
10. Covenants & Restrictions
11. Default; Notice; Remedies
12. Risk Allocation
13. Dispute Resolution
14. General Provisions
15. Execution & Acknowledgment Blocks

1. DOCUMENT HEADER

This Easement Agreement (the “Agreement”) is made effective as of ________________, 20____ (the “Effective Date”) by and between:

(a) [GRANTOR LEGAL NAME], a [Mississippi corporation/limited liability company/individual] with a principal address at ☐ (“Grantor”); and

(b) [GRANTEE LEGAL NAME], a [Mississippi corporation/limited liability company/individual] with a principal address at ☐ (“Grantee”).

Recitals
A. Grantor is the fee simple owner of certain real property located in [______ County, Mississippi], more particularly described in Exhibit A (the “Servient Estate”).
B. Grantee is the fee simple owner or lessee of adjacent/nearby real property described in Exhibit B (the “Dominant Estate”).
C. Grantee desires that Grantor grant, and Grantor is willing to grant, the Easement (as defined below) upon the terms and conditions herein.
D. The parties intend to record this Agreement with the chancery clerk of the county where the Servient Estate is located. Miss. Code Ann. § 89-5-5 governs when listed conveyances and agreements take effect against creditors and subsequent purchasers for value without notice.

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

2. DEFINITIONS

The following terms have the meanings set forth below and apply throughout this Agreement. Defined terms appear alphabetically.

“Applicable Law” – all federal, Mississippi state, county, and municipal constitutions, statutes, ordinances, regulations, and common-law principles governing the Easement or the parties’ performance.

“Easement” – the perpetual, [exclusive/non-exclusive] right granted to Grantee under Section 3 to [describe purpose – e.g., ingress, egress, utility installation, drainage] over the Easement Area.

“Easement Area” – that portion of the Servient Estate depicted in Exhibit C and legally described in Exhibit C-1.

“Force Majeure Event” – any event beyond a party’s reasonable control, including acts of God, flood, fire, governmental action, etc., as further defined in Section 12.3.

“Maintenance Standards” – the standards in Exhibit D (if any) or, if none, standards consistent with good industry practice in Mississippi for properties of similar use and quality.

“Permitted Use” – the uses expressly authorized for the Easement in Section 3.2.

“Termination Instrument” – a recordable Release & Termination of Easement executed pursuant to Section 4.3(c).

3. GRANT OF EASEMENT & DESCRIPTION

3.1 Grant. Subject to the terms herein, Grantor hereby grants, bargains, sells, and conveys to Grantee and Grantee’s successors and assigns a(n) [perpetual OR term-limited] [exclusive/non-exclusive] Easement over, under, across, and upon the Easement Area for the Permitted Use, together with the ancillary rights reasonably necessary to effectuate such use.

3.2 Permitted Use. The Easement may be used solely for:
(a) vehicle and pedestrian ingress/egress;
(b) installation, operation, maintenance, repair, replacement, and removal of underground and above-ground [utility lines, water, sewer, fiber, electrical, and appurtenant facilities]; and
(c) any activities reasonably incidental to (a) and (b).

3.3 Reservation of Rights. Grantor reserves all rights of ownership and use of the Servient Estate that do not unreasonably interfere with the rights granted herein. Grantor shall not erect structures or create obstructions within the Easement Area that materially impair the Easement.

3.4 Recording. The parties shall lodge this Agreement for recording with the chancery clerk of [______ County], where the Servient Estate is located, promptly after execution. They shall supply the acknowledgment or proof needed for recording under Miss. Code Ann. § 89-3-1. The legal description of the Easement Area is attached as Exhibit C-1. Under Miss. Code Ann. § 89-5-5, listed conveyances and agreements take effect against creditors and subsequent purchasers for value without notice only from delivery to the clerk for recording.

4. TERM; RENEWAL; TERMINATION PROCEDURES

4.1 Term. The Easement shall commence on the Effective Date and continue [perpetually] unless terminated sooner as provided below.

4.2 Abandonment. If Grantee abandons the Easement (defined as 24 consecutive months of non-use coupled with intent to abandon), Grantor may deliver written notice requiring Grantee within 90 days either (i) to resume reasonable use or (ii) to execute a Termination Instrument.

4.3 Termination Events & Procedures.
(a) Merger. The Easement shall automatically terminate upon common fee ownership of the Servient and Dominant Estates.
(b) Mutual Agreement. The Easement may be terminated at any time by a written instrument executed by both parties and recorded.
(c) Release Recordation. Any valid termination shall be evidenced by a Termination Instrument in recordable form, satisfactory to Grantor’s counsel, recorded at the cost of the party whose act or omission precipitated termination (unless otherwise agreed).

4.4 Survival. Sections 11 (Default; Remedies), 12 (Risk Allocation), and 13 (Dispute Resolution) survive any termination to the extent necessary to resolve claims arising prior thereto.

5. CONSIDERATION & PAYMENT TERMS

5.1 Easement Fee. In consideration of the Easement, Grantee shall pay Grantor (a) a one-time easement fee of $[___] within five (5) business days after the Effective Date OR (b) annual installments of $[___] due on the ☐ day of each calendar year.

5.2 Late Payment. Any payment not received within ten (10) days of due date shall accrue interest at the lesser of (i) five percent (5%) per annum above the prime rate published by The Wall Street Journal or (ii) the maximum rate permitted under Applicable Law.

5.3 Expenses. Grantee shall bear all costs of designing, constructing, operating, and maintaining any improvements located within the Easement Area.

6. CONSTRUCTION, USE & MAINTENANCE STANDARDS

6.1 Construction. Prior to commencing construction, Grantee shall provide Grantor with (i) plans and specifications, (ii) construction schedule, and (iii) evidence of applicable permits. Grantor shall review and approve (not unreasonably withheld) within fifteen (15) business days.

6.2 Maintenance & Repairs. Grantee shall, at its sole cost, maintain the Easement Area and improvements in a safe, clean, and good condition consistent with the Maintenance Standards.

6.3 Restoration. Upon completion of any construction or repair, Grantee shall promptly restore the Easement Area and any affected portions of the Servient Estate to substantially the same condition that existed immediately prior, reasonable wear excepted.

6.4 Damage to Grantor’s Property. Grantee shall repair or reimburse Grantor for damage to the Servient Estate or Grantor’s personal property caused by Grantee.

7. TAXES, UTILITIES & COMPLIANCE WITH LAWS

7.1 Real Property Taxes. Grantor shall pay all ad valorem taxes levied on the Servient Estate exclusive of any increase attributable solely to Grantee’s improvements, which Grantee shall pay.

7.2 Utilities. Grantee shall contract and pay for all utility services used by Grantee within the Easement Area.

7.3 Compliance. Each party shall comply with all Applicable Law relating to its activities under this Agreement.

8. INSURANCE REQUIREMENTS

8.1 Coverage. Grantee shall maintain at its expense:
(a) Commercial General Liability insurance with limits of not less than $[1,000,000] per occurrence and $[2,000,000] aggregate;
(b) Workers’ Compensation as required by Mississippi law; and
(c) [Environmental or Umbrella Liability] insurance if applicable.

8.2 Certificates. Grantee shall provide Grantor certificates of insurance naming Grantor as additional insured prior to accessing the Easement Area and upon renewal.

8.3 Subrogation Waiver. Each party waives subrogation against the other to the extent of insurance proceeds actually received.

9. REPRESENTATIONS & WARRANTIES

9.1 Mutual. Each party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
(b) it has full authority to enter into and perform this Agreement;
(c) this Agreement constitutes the legal, valid, and binding obligation of such party enforceable against it in accordance with its terms.

9.2 Grantor’s Additional Representations. Grantor further represents that:
(a) Grantor holds good and marketable title to the Servient Estate, free of liens or encumbrances that would prevent the Easement;
(b) no third-party consents (other than lender consent listed in Schedule 9.2) are required for Grantor to grant the Easement; and
(c) Grantor has not previously conveyed conflicting rights in the Easement Area.

9.3 Survival. The representations and warranties in this Section 9 survive for a period of two (2) years after the Effective Date.

10. COVENANTS & RESTRICTIONS

10.1 Non-Interference. Grantor shall not materially interfere with Grantee’s exercise of the Easement. Grantee shall not unreasonably impede Grantor’s use of the Servient Estate.

10.2 Hazardous Materials. Grantee shall not use, generate, or store Hazardous Materials (as defined under 42 U.S.C. § 9601 et seq.) on the Servient Estate except in the ordinary course and in compliance with Applicable Law.

10.3 Notice & Cure. Each party shall notify the other in writing within five (5) business days after becoming aware of any violation of this Section 10 and provide a 30-day cure period before pursuing remedies, except in emergencies.

11. DEFAULT; NOTICE; REMEDIES

11.1 Events of Default. Any of the following constitutes an “Event of Default”:
(a) material breach of Section 3, 5, 6, 8, or 10 not cured within thirty (30) days after written notice;
(b) failure to pay any sums due within ten (10) days after written notice;
(c) insolvency, bankruptcy, or assignment for benefit of creditors.

11.2 Remedies. Upon an Event of Default:
(a) the non-breaching party may seek specific performance, injunctive relief, or damages;
(b) all reasonable attorneys’ fees and costs incurred in enforcement shall be recoverable by the prevailing party;
(c) cure periods may be extended if the defaulting party commences cure within the period and diligently prosecutes to completion.

11.3 Cumulative Remedies. Remedies are cumulative and not exclusive except as limited by Section 12 (Risk Allocation).

12. RISK ALLOCATION

12.1 Indemnification. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, shareholders, members, agents, and employees (“Indemnified Parties”) from and against any claims, liabilities, damages, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of (i) bodily injury or property damage caused by the Indemnifying Party’s negligence or willful misconduct in connection with this Agreement, or (ii) breach of this Agreement by the Indemnifying Party.

12.2 Limitation of Liability. EXCEPT FOR (a) INDEMNIFICATION OBLIGATIONS, (b) BREACHES OF CONFIDENTIALITY, OR (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR LOST-PROFIT DAMAGES. THE PARTIES’ AGGREGATE LIABILITY IS LIMITED TO ACTUAL, DIRECT DAMAGES.

12.3 Force Majeure. Neither party is liable for delay or failure to perform caused by a Force Majeure Event, provided such party gives written notice within ten (10) days and resumes performance promptly after cessation of the event.

13. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Mississippi, without regard to its choice-of-law rules.

13.2 Forum Selection. The state courts located in [______ County, Mississippi] shall have exclusive jurisdiction and venue over any action arising out of this Agreement, subject to Section 13.3.

13.3 [OPTIONAL] Arbitration. [FOR REVIEW] Any dispute, controversy, or claim arising out of or relating to this Agreement shall, at either party’s election, be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the hearing located in [Jackson, Mississippi]. The arbitrator may award any remedy available in court (except punitive damages limited under Section 12.2). Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Jury Waiver. [OPTIONAL] TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING.

13.5 Equitable Relief. A party may ask a court for specific performance or injunctive relief for a breach of Sections 6 or 10 when the applicable requirements are met. An applicant for a temporary restraining order or preliminary injunction must provide security in the amount the court considers proper under Miss. R. Civ. P. 65(c), unless an exception in that rule applies.

14. GENERAL PROVISIONS

14.1 Amendments; Waivers. No amendment or waiver is effective between the parties unless in writing and signed by the party against whom enforcement is sought. The parties shall record an amendment that changes the recorded easement; Miss. Code Ann. § 89-5-5 governs the recording effect of a covered conveyance or agreement against the creditors and later purchasers it identifies.

14.2 Assignment. Grantee may not assign this Agreement or the Easement without Grantor’s prior written consent, such consent not to be unreasonably withheld; provided, however, assignment to Grantee’s successor-in-title to the Dominant Estate is permitted upon written notice.

14.3 Successors & Assigns. Subject to Section 14.2, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

14.4 Severability; Reformation. If any provision is held invalid or unenforceable, it shall be severed, and the remainder enforced. A court may reform any invalid provision to the minimum extent necessary to render it enforceable.

14.5 Entire Agreement. This Agreement (including all exhibits and schedules) constitutes the entire understanding of the parties and supersedes all prior agreements regarding the Easement.

14.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original. Signatures transmitted by facsimile or electronic means (e.g., DocuSign) are binding.

15. EXECUTION & ACKNOWLEDGMENT BLOCKS

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

GRANTOR:

[GRANTOR LEGAL NAME]
By: _________________________________
Name: _______________________________
Title: _______________________________
Date: _______________________________

Homestead spouse joinder (Miss. Code Ann. § 89-1-29):
☐ Not applicable: Grantor is not a married owner living with a spouse, or the affected property is not a homestead exempted from execution.
☐ Applicable: I am the Grantor's spouse and join in granting this easement over the affected homestead. If signing through an attorney in fact, identify and attach the authority: [________________].

Spouse signature: _____________________
Printed name: ________________________
Date: _______________________________

Witness 1: ___________________________
Witness 2: ___________________________

GRANTEE:

[GRANTEE LEGAL NAME]
By: _________________________________
Name: _______________________________
Title: _______________________________
Date: _______________________________

Witness 1: ___________________________
Witness 2: ___________________________

NOTARY ACKNOWLEDGMENTS (MISSISSIPPI)

Complete a separate certificate for each signer whose acknowledgment is needed for recording; copy this block for additional signers. Select the form matching the signer's capacity (Miss. Code Ann. § 89-3-7(2)(a)–(b)).

Signer for: ☐ Grantor ☐ Grantor spouse ☐ Grantee ☐ Other: [PARTY]

State of ______________________
County of _____________________

☐ Individual capacity: This record was acknowledged before me on [DATE] by [SIGNER NAME].

☐ Representative capacity: This record was acknowledged before me on [DATE] by [SIGNER NAME] as [OFFICER / MANAGER / MEMBER / TRUSTEE / OTHER AUTHORITY] of [ENTITY OR PRINCIPAL NAME], on whose behalf the record was executed.

______________________________________
Signature of notarial officer

Title of office: ______________________
My commission expires: ________________
[Affix official seal, if applicable]

EXHIBIT A – Legal Description of Servient Estate

EXHIBIT B – Legal Description of Dominant Estate

EXHIBIT C – Depiction of Easement Area

EXHIBIT C-1 – Metes & Bounds Description of Easement Area

EXHIBIT D – Maintenance Standards (if applicable)

SCHEDULE 9.2 – Required Third-Party Consents (if any)