EASEMENT AGREEMENT

(North Carolina)

[// GUIDANCE: Drafted for compliance with N.C. real-property conveyancing statutes. Customize all bracketed items, attach Exhibits, and observe county-specific recording standards (margins, font size, page size, etc.).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits

1. DOCUMENT HEADER

1.1 Title and Parties

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 [GRANTOR ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [State] [Entity Type], having an address at [GRANTEE ADDRESS] (“Grantee”).

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

1.2 Recitals

A. Grantor is the fee simple owner of that certain real property located in [County] County, North Carolina, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Servient Estate”).
B. Grantee desires to obtain, and Grantor is willing to grant, a [non-exclusive/exclusive] [perpetual/term-limited] easement over a portion of the Servient Estate for the purposes set forth herein.
C. The Parties therefore agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. All other capitalized terms have the meanings ascribed to them elsewhere in this Agreement.

2.1 “Applicable Law” means all federal, state, and local statutes, regulations, ordinances, and common-law principles in effect and applicable to the Servient Estate and the Easement Rights, including but not limited to Chapters 39, 40, 41, 47, and 136 of the North Carolina General Statutes.

2.2 “Easement Area” means that portion of the Servient Estate depicted on Exhibit B and legally described on Exhibit C, together with any replacement or relocation thereof pursuant to Section 3.4.

2.3 “Easement Purpose” means [e.g., ingress, egress, installation, operation, maintenance, repair, and replacement of utility facilities].

2.4 “Easement Rights” means the rights granted to Grantee pursuant to Section 3.1.

2.5 “Force Majeure Event” has the meaning set forth in Section 7.4.

2.6 “Hazardous Materials” means any substance regulated under Applicable Law relating to environmental protection.

2.7 “NC Recording Statutes” means N.C. Gen. Stat. §§ 47-14, 47-17, and 47-18, as amended.

[// GUIDANCE: Add or delete defined terms to match the negotiated deal.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Subject to the terms and conditions of this Agreement, Grantor hereby grants, bargains, sells, and conveys to Grantee, its successors and assigns, a [non-exclusive/exclusive] easement, license, and right-of-way over, across, under, and upon the Easement Area for the Easement Purpose (collectively, the “Easement Rights”).

3.2 Consideration

As consideration for the Easement Rights, Grantee shall pay Grantor [Dollar Amount] on or before the Effective Date and perform all obligations herein. The adequacy of consideration is hereby acknowledged.

3.3 Duration

Unless earlier terminated pursuant to Section 3.8, the Easement Rights shall be [perpetual/for a term of ___ years commencing on the Effective Date].

3.4 Relocation

Grantor may, at its sole cost, relocate the Easement Area within the Servient Estate provided that:
a. Grantee’s use is not materially interrupted;
b. Grantee receives not less than [___] days’ prior written notice; and
c. Grantee approves the relocated area in writing, which approval shall not be unreasonably withheld or delayed.

3.5 Access and Use Standards

a. Grantee shall exercise the Easement Rights in a manner that minimizes interference with Grantor’s use of the Servient Estate.
b. Grantee shall maintain the Easement Area in a safe, neat, and orderly condition and in compliance with Applicable Law.
c. Grantor shall not, and shall not permit any third party to, erect any structure or obstruction within the Easement Area that would interfere with the Easement Purpose.

3.6 Maintenance and Restoration

Grantee shall, at its sole cost, maintain and repair any improvements it installs. Upon completion of any work, Grantee shall restore disturbed portions of the Servient Estate as nearly as practicable to their pre-existing condition, reasonable wear and tear excepted.

3.7 Taxes and Assessments

Grantee shall pay all personal property taxes and assessments levied on its improvements. Grantor shall remain responsible for real property taxes assessed against the Servient Estate.

3.8 Termination

The Easement Rights shall terminate upon the earliest to occur of:
a. Mutual Written Release. Execution and recording of a mutually executed termination instrument;
b. Expiration of Term. The expiration of the term specified in Section 3.3 (if term-limited);
c. Merger. Merger of title of the Servient Estate and the dominant estate in the same owner;
d. Abandonment. Grantee’s written notice of abandonment or failure to use the Easement Area for the Easement Purpose for a continuous period of [___] years;
e. Condemnation. Taking by eminent domain of all substantial portion of the Easement Area rendering use impracticable; or
f. Breach Not Cured. Termination pursuant to Section 6.2 following an uncured Event of Default.

[// GUIDANCE: Insert language for automatic reversion to Grantor if required by financing parties.]

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 state of formation;
b. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
c. The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action; and
d. This Agreement constitutes a valid and binding obligation, enforceable against such Party in accordance with its terms.

4.2 Grantor’s Additional Representations
a. Grantor holds fee simple title to the Servient Estate free and clear of all liens and encumbrances [except those of record, which do not materially impair the Easement Rights];
b. No consent of any third party (including any mortgagee) is required for Grantor to grant the Easement Rights; and
c. Grantor has received no notices of violation of Applicable Law affecting the Servient Estate.

4.3 Survival
All representations and warranties shall survive the execution and recording of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Grantor’s Covenants
a. Non-Interference. Grantor shall not interfere with Grantee’s lawful exercise of the Easement Rights.
b. Notice of Transfer. Grantor shall provide Grantee at least [30] days’ prior written notice of any conveyance of the Servient Estate.
c. Permitted Encumbrances. Grantor shall obtain Grantee’s written consent (not unreasonably withheld) before subjecting the Easement Area to any lien or encumbrance that would reasonably be expected to interfere with the Easement Rights.

5.2 Grantee’s Covenants
a. Compliance. Grantee shall comply with Applicable Law, including but not limited to obtaining any required governmental permits.
b. Insurance. Throughout the term, Grantee shall maintain (i) commercial general liability insurance with limits of not less than [Amount] per occurrence and [Amount] aggregate, (ii) workers’ compensation insurance as required by law, and (iii) automobile liability insurance covering all vehicles used in connection with the Servient Estate.
c. Environmental Matters. Grantee shall not bring Hazardous Materials onto the Servient Estate except in commercially reasonable quantities necessary for the Easement Purpose and shall handle and dispose of such materials in accordance with Applicable Law.

5.3 Notice and Cooperation
Each Party shall provide prompt written notice to the other of any threatened or asserted claim relating to the Easement Area and shall reasonably cooperate in the defense or resolution thereof.

6. DEFAULT & REMEDIES

6.1 Events of Default
An “Event of Default” occurs if a Party fails to perform any material covenant, duty, or obligation under this Agreement, and such failure continues for [30] days after receipt of written notice (or, if the default is not reasonably susceptible of cure within such period, fails to commence and diligently pursue cure).

6.2 Remedies
Upon an Event of Default by the other Party, the non-defaulting Party may, in addition to any other remedies available at law or equity:
a. Specific Performance. Seek specific performance or injunctive relief to compel compliance;
b. Termination. Terminate the Easement Rights pursuant to Section 3.8(f) (if the defaulting Party is Grantee);
c. Self-Help. Perform the defaulting Party’s obligation and recover its costs; and
d. Recovery of Damages. Recover actual, direct damages subject to the limitations in Section 7.2.

6.3 Attorneys’ Fees
The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and court costs.

7. RISK ALLOCATION

7.1 Indemnification

a. By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, and their respective officers, directors, members, employees, and agents (collectively, “Grantor Indemnitees”) from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Grantee’s exercise of the Easement Rights; (ii) Grantee’s breach of this Agreement; or (iii) the negligent or willful misconduct of Grantee or its contractors.
b. By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its affiliates (collectively, “Grantee Indemnitees”) from and against any and all claims to the extent arising out of (i) Grantor’s breach of this Agreement, or (ii) the negligent or willful misconduct of Grantor or its contractors.
c. Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, tender control of the defense, and cooperate at the indemnifying Party’s expense.

7.2 Limitation of Liability

Neither Party shall be liable to the other for any incidental, consequential, special, exemplary, or punitive damages; provided, however, that this limitation does not apply to indemnity obligations, third-party claims, or damages resulting from a Party’s gross negligence or willful misconduct. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED ACTUAL, DIRECT DAMAGES.

7.3 Insurance

See Section 5.2(b).

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance (other than the failure to pay money) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, or governmental actions (each, a “Force Majeure Event”), provided the affected Party promptly notifies the other and resumes performance as soon as the Force Majeure Event is removed.

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 State of North Carolina, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [County] County, North Carolina.

8.3 Arbitration (Optional)

[ARBITRATION_PROVISION_START]
Any dispute that the Parties are unable to resolve informally shall be submitted to binding arbitration administered by [Arbitration Organization] in accordance with its commercial arbitration rules then in effect. The arbitration shall take place in [City, NC], before a single arbitrator experienced in real estate matters. Judgment upon the award may be entered in any court of competent jurisdiction.
[ARBITRATION_PROVISION_END]

[// GUIDANCE: Delete Section 8.3 if arbitration not desired.]

8.4 Jury Trial Waiver (Optional)

[WAIVER_START]
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
[WAIVER_END]

8.5 Equitable Relief

Notwithstanding any contrary provision, each Party retains the right to seek specific performance, injunctive relief, or other equitable remedies, including without limitation to prevent interference with the Easement Rights.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver of any provision shall be effective unless in writing signed by both Parties.

9.2 Assignment. Grantee may assign this Agreement together with the Easement Rights without Grantor’s consent to (i) an entity controlling, controlled by, or under common control with Grantee, or (ii) a bona fide purchaser of all or substantially all of Grantee’s assets related to the Easement Purpose; any other assignment requires Grantor’s prior written consent, not unreasonably withheld.

9.3 Successors and Assigns. This Agreement shall bind and inure to the benefit of 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 to the greatest extent permitted.

9.5 Integration. This Agreement, together with the Exhibits hereto, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous oral or written agreements.

9.6 Notices. All notices shall be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier with tracking, or (iii) by certified mail, return receipt requested, to the addresses set forth above (or such other address as a Party may designate by notice). Notice is deemed given upon receipt or first refusal.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic transmission (e.g., PDF or electronic signature platforms compliant with the federal E-SIGN Act) shall be deemed valid and binding.

9.8 Recording. Promptly after execution, Grantor shall cause this Agreement (or a Memorandum of Easement substantially in the form of Exhibit D) to be duly acknowledged and recorded in the office of the Register of Deeds for [County] County, North Carolina in compliance with the NC Recording Statutes. The recording fees and any excise tax shall be borne by [Party Responsible].

[// GUIDANCE: A Memorandum is recommended when easement contains confidential business terms.]

10. EXECUTION BLOCK

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

GRANTOR:

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

STATE OF __
COUNTY OF __

I, ______, a Notary Public of said County and State, do hereby certify that [Name], [Title] of [GRANTOR LEGAL NAME], personally appeared before me this day and acknowledged the due execution of the foregoing instrument on behalf of the Grantor.

Witness my hand and official seal this ___ day of _, 20.

Notary Public
My commission expires: _____

GRANTEE:

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

STATE OF __
COUNTY OF __

I, ______, a Notary Public of said County and State, do hereby certify that [Name], [Title] of [GRANTEE LEGAL NAME], personally appeared before me this day and acknowledged the due execution of the foregoing instrument on behalf of the Grantee.

Witness my hand and official seal this ___ day of _, 20.

Notary Public
My commission expires: _____

11. EXHIBITS

Exhibit A – Legal Description of Servient Estate
Exhibit B – Sketch/Drawing Showing Easement Area
Exhibit C – Metes-and-Bounds Description of Easement Area
Exhibit D – Form of Memorandum of Easement (optional)

[// GUIDANCE:
1. Attach accurate metes-and-bounds descriptions prepared by a licensed surveyor.
2. Verify that any mortgage holder either (a) joins in this Agreement or (b) delivers a recordable subordination/non-disturbance agreement.
3. After recording, obtain a file-stamped copy for your records and for title insurance purposes.
4. Consider obtaining an ALTA survey and a title endorsement (e.g., ALTA 28 series) insuring the Easement Rights.]