[DRAFT] EASEMENT AGREEMENT

State of Nevada

[// GUIDANCE: This template is drafted for use in the State of Nevada and is intended for recording in the appropriate county recorder’s office pursuant to NRS 111.315. All bracketed items MUST be completed or tailored before execution and recording.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement & Scope
4. Consideration & Payment Terms
5. Representations & Warranties
6. Covenants & Restrictions
7. Defaults; Notice & Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution & Acknowledgment

1. DOCUMENT HEADER

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

• [Grantor’s Legal Name], a [Entity Type & State of Organization], having an address of [Grantor Address] (“Grantor”); and
• [Grantee’s Legal Name], a [Entity Type & State of Organization], having an address of [Grantee Address] (“Grantee”).

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

Recitals

A. Grantor is the fee simple owner of certain real property located in [County] County, Nevada, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Servient Property”).
B. Grantee desires to obtain, and Grantor is willing to grant, a [Type of Easement: e.g., perpetual non-exclusive ingress/egress and utility easement] burdening a portion of the Servient Property and benefitting the real property owned by Grantee and described on Exhibit B (the “Dominant Property”).
C. The Parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear alphabetically and apply equally to singular and plural forms.

“Abandonment” – A factual determination that Grantee has ceased all Easement use for an uninterrupted period of [___] months and has no demonstrable intent to resume use.

“Actual Damages Cap” – The limitation of liability set forth in Section 8.2.

“Applicable Law” – All federal, state, county, municipal, and local statutes, ordinances, regulations, and judicial or administrative orders applicable to the Easement, including Nevada Revised Statutes (“NRS”) Chapters 111 and 205.

“Commencement Date” – The Effective Date unless otherwise specified in Section 3.1.

“Easement Area” – The portion of the Servient Property legally described on Exhibit C and depicted on the survey attached as Exhibit C-1.

“Easement” – The easement rights granted in Section 3.1.

“Force Majeure Event” – Has the meaning given in Section 8.4.

“Recording Information” – The book, page, instrument number, and date of recording of this Agreement in the Official Records of [County] County, Nevada.

[Additional definitions as needed.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Subject to the terms and conditions herein, Grantor hereby grants, bargains, sells, and conveys to Grantee, its successors and assigns, a [perpetual/non-perpetual], [exclusive/non-exclusive] easement over, across, under, and through the Easement Area for the limited purpose of [describe use: e.g., vehicular and pedestrian ingress/egress, installation, operation, maintenance, repair, replacement, and removal of utility facilities] (the “Easement”).

This conveyance complies with NRS 111.310 (written conveyances) and is eligible for recording pursuant to NRS 111.315.

[// GUIDANCE: If the Easement is term-limited, insert “The Easement shall expire on [Expiration Date] unless earlier terminated pursuant to Section 6.3.”]

3.2 Easement Type & Nature

a. Appurtenant / In Gross. The Easement is [choose one]:
i. Appurtenant to the Dominant Property, binding and benefitting successors in title; or
ii. In gross, personal to Grantee but assignable as provided in Section 9.2.

b. Non-interference Standard. Grantor shall not interfere unreasonably with Grantee’s use of the Easement, and Grantee shall exercise its rights so as to minimize disruption to Grantor’s use of the Servient Property.

3.3 Consideration

In consideration for the Easement, Grantee shall pay to Grantor [lump-sum amount OR periodic payments] (the “Consideration”) within [___] days after the Effective Date. Late payments bear interest at [___]% per annum.

3.4 Conditions Precedent

The following are conditions precedent to the effectiveness of this Agreement:
a. Grantee’s delivery of the Consideration;
b. Satisfactory title review by Grantee within [___] days;
c. Execution and delivery of any lender consents identified on Schedule 1.

Failure of a condition precedent may be waived only by the Party for whose benefit it is included.

3.5 Maintenance & Restorations

Grantee shall, at its sole cost, maintain the Easement Area in good condition and promptly restore any portion of the Servient Property damaged by its activities to substantially the same condition existing immediately prior to such activities, reasonable wear and tear excepted.

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;
b. It has full power and authority to execute, deliver, and perform this Agreement;
c. This Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Grantor Representations. Grantor further represents that:
a. Grantor holds fee simple title to the Servient Property free and clear of all liens and encumbrances except those of record disclosed on Schedule 2;
b. No third-party consents (other than those expressly identified herein) are required to grant the Easement;
c. The Easement Area complies with all Applicable Law.

4.3 Survival. All representations and warranties survive Closing for a period of [___] years.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Grantee.
a. Compliance with Law. Grantee shall comply with all Applicable Law in exercising its Easement rights.
b. Insurance. Grantee shall maintain commercial general liability insurance with limits of not less than [$___] per occurrence, naming Grantor as an additional insured.

5.2 Negative Covenants of Grantee. Grantee shall not:
a. Store hazardous substances within the Easement Area;
b. Materially increase the burden on the Servient Property beyond the intended use described in Section 3.1 without Grantor’s prior written consent.

5.3 Termination Procedures. The Easement may be terminated:
a. By mutual written agreement of the Parties, recorded in the Official Records;
b. By abandonment as defined herein, upon Grantor’s recording of an affidavit of abandonment and after [___] days’ prior written notice to Grantee;
c. Upon expiration of a term-limited Easement;
d. By merger of fee title to the Dominant and Servient Properties in the same owner; or
e. As otherwise provided by Applicable Law.

Upon termination, Grantee shall execute and deliver a quitclaim deed or other instrument reasonably requested by Grantor to clear record title.

6. DEFAULT & REMEDIES

6.1 Events of Default. A “Default” occurs if either Party:
a. Fails to perform any material obligation and does not cure within [30] days after receipt of written notice (or such longer period as is reasonably necessary if the default is not curable within 30 days and the defaulting Party commences cure within such period and diligently pursues completion);
b. Makes a false material representation or warranty;
c. Becomes insolvent, files bankruptcy, or has a receiver appointed.

6.2 Remedies. Upon Default, the non-defaulting Party may:
a. Seek specific performance or injunctive relief;
b. Recover actual damages (subject to the Actual Damages Cap);
c. Recover reasonable attorneys’ fees and costs;
d. Exercise any other remedy available at law or equity.

7. RISK ALLOCATION

7.1 Indemnification.
a. Grantee Indemnity. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, successors, and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of (i) Grantee’s use of the Easement, or (ii) any breach of this Agreement by Grantee, except to the extent caused by Grantor’s gross negligence or willful misconduct.
b. Grantor Indemnity. Grantor shall indemnify, defend, and hold harmless Grantee on reciprocal terms for claims arising out of Grantor’s gross negligence or willful misconduct.

7.2 Limitation of Liability. Except for (i) indemnification obligations under Section 7.1, (ii) breaches of confidentiality, and (iii) claims arising from gross negligence or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the Actual Damages Cap, defined as [the Consideration amount]. Neither Party shall be liable for consequential, incidental, or punitive damages.

7.3 Insurance Requirements. See Section 5.1(b).

7.4 Force Majeure. Neither Party is liable for failure to perform caused by acts of God, terrorism, governmental actions, labor disputes, or other events beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives written notice within [10] days and resumes performance promptly.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Nevada without regard to conflicts-of-law principles.

8.2 Forum Selection. The state courts sitting in [County] County, Nevada shall have exclusive jurisdiction; provided, however, that either Party may record and enforce judgments in any jurisdiction.

8.3 Optional Arbitration. [ARBITRATION PROVISION – INSERT OR REMOVE]
[If elected, insert a detailed arbitration clause consistent with the Federal Arbitration Act and NRS 38.206 et seq.]

8.4 Jury Waiver. [JURY TRIAL WAIVER – INSERT OR REMOVE]

8.5 Injunctive Relief. Each Party acknowledges that monetary damages may be inadequate for breach and agrees that specific performance or injunctive relief may be granted without the need to post bond.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and executed by the Party against whom enforcement is sought.

9.2 Assignment.
a. Grantee may assign this Agreement together with the Dominant Property (if appurtenant) or to an affiliate or successor entity upon written notice to Grantor.
b. Any other assignment requires Grantor’s prior written consent, not to be unreasonably withheld.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid, the remainder is enforced to the maximum extent permitted.

9.5 Integration. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement and supersedes all prior understandings.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Electronic signatures are deemed originals under NRS 719.240 et seq.

9.7 Recording. The Parties shall cause this Agreement (or a memorandum thereof) to be acknowledged and recorded in the Official Records of [County] County, Nevada at Grantee’s cost.

10. EXECUTION & ACKNOWLEDGMENT

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

NOTARIAL ACKNOWLEDGMENT

State of Nevada )
County of [__])

On this ___ day of ____, 20__, before me, [Notary Name], a Notary Public in and for said county and state, personally appeared [Name(s) of Signatory(ies)], personally known to me (or 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
My Commission Expires: _______

EXHIBITS

• Exhibit A – Legal Description of Servient Property
• Exhibit B – Legal Description of Dominant Property
• Exhibit C – Legal Description of Easement Area
• Exhibit C-1 – Easement Area Survey/Plat
• Schedule 1 – Required Consents
• Schedule 2 – Permitted Encumbrances

[// GUIDANCE: Prior to recording, confirm all exhibits are complete, ensure notarization complies with Nevada law, and verify any transfer tax or recording fee requirements with the county recorder.]