EASEMENT AGREEMENT

State of Ohio

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution & Acknowledgment
Exhibit A – Legal Description of Servient Estate
Exhibit B – Easement Area Depiction
Exhibit C – Insurance Requirements (Optional)

I. DOCUMENT HEADER

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

1. [GRANTOR LEGAL NAME], a [STATE & TYPE OF ENTITY / INDIVIDUAL], with a principal address at [ADDRESS] (the “Grantor”); and
2. [GRANTEE LEGAL NAME], a [STATE & TYPE OF ENTITY / INDIVIDUAL], with a principal address at [ADDRESS] (the “Grantee”).

Recitals

A. Grantor owns in fee simple certain real property located in [COUNTY] County, Ohio, more particularly described in Exhibit A (the “Servient Estate”).
B. Grantee desires, and Grantor is willing to grant, a [TYPE OF EASEMENT – e.g., perpetual non-exclusive utility access easement] across the portion of the Servient Estate depicted on Exhibit B (the “Easement Area”).
C. The parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

[// GUIDANCE: Insert county recorder’s “prepared by” statement and parcel numbers here to satisfy Ohio recording standards per Ohio Rev. Code Ann. §§ 5301.01, 5301.25.]

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically; cross-references in parentheses indicate primary Section of use.

1. Actual Damages – Direct, out-of-pocket damages proven by competent evidence, excluding Consequential Damages. (VII)
2. Consequential Damages – Any indirect, incidental, special, punitive, exemplary, or similar damages. (VII)
3. Easement – The easement right granted in Section III.1.
4. Easement Area – The area of the Servient Estate described in Exhibit B subject to the Easement.
5. Effective Date – The date first set forth above.
6. Event of Default – Any event described in Section VI.1.
7. Grantor – As defined in the Document Header.
8. Grantee – As defined in the Document Header.
9. Indemnified Party / Indemnifying Party – As defined in Section VII.1.
10. Servient Estate – The real property described on Exhibit A.
11. Specific Performance – Equitable relief compelling performance of obligations under this Agreement. (VIII)

[// GUIDANCE: Add or delete definitions to reflect the selected easement type.]

III. OPERATIVE PROVISIONS

1. Grant of Easement

Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee, its successors and assigns, a [exclusive / non-exclusive], [perpetual / term-limited] easement over, under, across, and upon the Easement Area for the [stated purpose] (the “Easement”), together with the right of ingress to and egress from the Easement Area across the Servient Estate by reasonable routes designated by Grantor. The Easement shall run with the land and bind the Servient Estate.

2. Term

(a) If perpetual, the Easement shall continue indefinitely unless terminated in accordance with Section III.7.
(b) If term-limited, the Easement shall commence on the Effective Date and expire on [EXPIRATION DATE / EVENT], unless earlier terminated.

3. Consideration

In consideration of the Easement, Grantee shall pay Grantor [MONETARY AMOUNT] on or before the Effective Date and shall perform the covenants herein.

4. Construction, Installation & Maintenance

a. Standards. All work by Grantee shall comply with (i) applicable federal, state, and local laws, including Ohio real estate and environmental statutes, (ii) industry standards, and (iii) any additional specifications approved in writing by Grantor.
b. Restoration. Upon completing any work, Grantee shall promptly restore disturbed portions of the Servient Estate to a condition substantially similar to that existing immediately prior to such work, reasonable wear excepted.
c. Maintenance. Grantee shall, at its sole cost, maintain all Improvements located within the Easement Area in good and safe condition.

5. Access & Interference

Grantor reserves the right to use the Easement Area for any purpose not inconsistent with Grantee’s use; provided, however, Grantor shall not erect structures or make improvements that materially interfere with Grantee’s rights.

6. Recording

The parties shall record this Agreement (or a memorandum thereof) in the [COUNTY] County Recorder’s Office. Grantor shall execute and acknowledge this Agreement in the form required by Ohio Rev. Code Ann. § 5301.01; failure to record shall not defeat as between the parties the validity of the Easement, but recording is a condition precedent to the Easement’s enforceability against third parties under Ohio Rev. Code Ann. § 5301.25.

7. Termination & Release

The Easement shall terminate upon the earliest of:
a. Written mutual agreement of the parties, duly executed, acknowledged, and recorded;
b. Abandonment evidenced by (i) continuous non-use for [X] consecutive years and (ii) a written affidavit of abandonment recorded by Grantor (Ohio doctrine of abandonment recognized by courts);
c. Merger of title when the Grantor and Grantee (or their successors) become the same owner of the Servient Estate and the dominant estate;
d. Natural expiration of the stated term (if term-limited);
e. Exercise of eminent domain or condemnation affecting the Easement Area; or
f. Final, unappealable court order extinguishing the Easement.

Upon termination, Grantee shall execute and deliver a recordable Release of Easement in form reasonably acceptable to Grantor.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each party represents that (a) it has full power and authority to enter into and perform this Agreement, and (b) the execution of this Agreement has been duly authorized.
2. Grantor’s Title. Grantor represents that it is the lawful owner of the Servient Estate, free of encumbrances that would impair the Easement, and that it has not previously granted conflicting easement rights.
3. Grantee’s Due Diligence. Grantee represents that it has independently investigated the Servient Estate, the Easement Area, and all applicable laws and regulations.
4. No Broker. Each party represents that no broker, finder, or similar intermediary has a claim for commission in connection with this Agreement.
5. Survival. The representations and warranties in this Article IV shall survive the recordation of this Agreement.

V. COVENANTS & RESTRICTIONS

1. Compliance. Each party shall comply with all applicable laws, permits, and approvals relating to its respective activities in the Easement Area.
2. Notice & Cure. A party receiving notice of any violation, lien, or legal action concerning the Easement Area shall promptly notify the other party and take commercially reasonable steps to cure the same within [30] days.
3. Insurance. Grantee shall maintain the insurance coverages set forth in Exhibit C.
4. Environmental. Grantee shall not use, store, or dispose of Hazardous Substances in the Easement Area except in compliance with law and shall indemnify Grantor for any related liability.
5. Transfer. Grantee may assign its rights hereunder only in connection with the conveyance of the dominant estate (or project served by the Easement) and upon written assumption of Grantee’s obligations by the transferee; any other assignment is void without Grantor’s prior written consent, which shall not be unreasonably withheld.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. Failure to perform any material covenant or obligation within [30] days after written notice (or such longer period as reasonably required if cure commenced within said period);
   b. Insolvency or commencement of bankruptcy proceedings by or against a party;
   c. Repeated violations of Section V.4 (Environmental) or Section III.4 (Construction).

2. Remedies
   a. Specific Performance. Each party acknowledges that monetary damages may be inadequate and consents to Specific Performance or injunctive relief.
   b. Monetary Damages. Subject to Article VII, the non-defaulting party may recover Actual Damages.
   c. Self-Help. In the event of imminent threat to health, safety, or property, the non-defaulting party may undertake corrective action and charge reasonable costs to the defaulting party (after good-faith effort to give notice).
   d. Attorneys’ Fees. The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification
   a. Indemnification Obligation. Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party, its affiliates, and their respective officers, directors, members, partners, employees, and agents (each, an “Indemnified Party”) from and against all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of (i) the Indemnifying Party’s breach of this Agreement, (ii) the negligence or willful misconduct of the Indemnifying Party, or (iii) violation of applicable law by the Indemnifying Party.
   b. Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of any claim, and the Indemnifying Party shall have the right to control the defense; failure to give prompt notice shall relieve the Indemnifying Party only to the extent prejudiced.

2. Limitation of Liability
   a. Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S LIABILITY SHALL BE LIMITED TO ACTUAL DAMAGES.
   b. Exclusion. Each party waives, and shall cause its affiliates to waive, all rights to recover Consequential Damages.

3. Insurance. Grantee’s maintenance of the insurance in Exhibit C shall not limit its liability or indemnity obligations.

4. Force Majeure
   Neither party shall be liable for failure to perform if such failure is caused by events beyond its reasonable control (e.g., acts of God, war, governmental action); provided, the affected party gives written notice within [10] days and resumes performance promptly after cessation.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and the rights of the parties shall be governed by the laws of the State of Ohio without regard to conflict-of-laws principles.
2. Forum Selection. Subject to Section VIII.3, any suit arising under this Agreement shall be brought exclusively in the [COURT OF COMMON PLEAS OF ______ COUNTY, OHIO] or, if jurisdictionally permitted, in any other state court within Ohio.
3. Arbitration [OPTIONAL – SELECT ONE]
   □ The parties elect not to arbitrate.
   □ The parties agree that any dispute shall be finally settled by binding arbitration administered by [NAME OF ARBITRAL ORGANIZATION] in accordance with its rules then in effect. The seat of arbitration shall be [CITY, OHIO]. Judgment upon the award may be entered in any court of competent jurisdiction.
4. Jury Trial Waiver [OPTIONAL – INSERT IF DESIRED]
   EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.
5. Equitable Relief. Nothing herein shall limit either party’s right to seek temporary, preliminary, or permanent injunctive relief, including Specific Performance, in any court of competent jurisdiction to prevent or curtail actual or threatened breaches of this Agreement.

IX. GENERAL PROVISIONS

1. Amendments & Waivers. No amendment or waiver shall be effective unless in writing signed by the party against whom enforcement is sought. Waiver of any breach shall not be deemed waiver of any other or subsequent breach.
2. Assignment. Subject to Section V.5, neither party may assign this Agreement without prior written consent of the other. Any prohibited assignment is null and void.
3. Successors & Assigns. This Agreement shall bind and benefit the parties and their respective successors and permitted assigns.
4. Severability. If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force, and the court shall reform the invalid provision to the minimum extent necessary to render it enforceable while preserving the parties’ intent.
5. Entire Agreement. This Agreement (including exhibits) is the final, entire, and exclusive agreement of the parties relating to the Easement and supersedes all prior negotiations and agreements.
6. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each deemed an original, and delivered via electronic means, each of which shall be deemed an original and all of which together constitute one instrument.
7. Notices. All notices shall be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses first written above (or such other address as a party may designate by notice). Notice shall be effective on receipt or refusal.
8. Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
9. Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

X. EXECUTION & ACKNOWLEDGMENT

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

ACKNOWLEDGMENT – STATE OF OHIO

State of Ohio )
County of ____ ) ss:

On this ___ day of ____, 20__, before me, the undersigned, a Notary Public in and for said state, personally appeared [NAME], the [TITLE] of [GRANTOR LEGAL NAME], who acknowledged that he/she executed the foregoing instrument on behalf of said entity and for the purposes therein expressed.

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

Notary Public
My commission expires: _______

(Repeat acknowledgment block for Grantee as required.)

[// GUIDANCE: Verify county-specific margin, font, and document-formatting requirements before recording.]

EXHIBIT A

Legal Description of Servient Estate
[INSERT METES AND BOUNDS / PLAT REFERENCE / PERMANENT PARCEL NUMBER]

EXHIBIT B

Depiction of Easement Area
[INSERT SURVEY OR DRAWING]

EXHIBIT C (Optional)

Insurance Requirements
1. Commercial General Liability: not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate.
2. Workers’ Compensation: statutory limits (if applicable).
3. Auto Liability: $[AMOUNT] combined single limit.
4. Umbrella/Excess Liability: $[AMOUNT] per occurrence.
5. Grantor named as additional insured (except Workers’ Comp).
6. Certificates of insurance delivered prior to commencement of work and on annual renewal.

[// GUIDANCE:
• Tailor Exhibits to reflect survey data and insurance program specifics.
• Confirm no existing title exceptions conflict with the Easement.
• For conservation, ingress/egress, pipeline, or utility easements, supplement purpose-specific clauses (e.g., depth, clearance, vegetation management).
• If a title insurer will issue an easement endorsement, provide executed counterpart and evidence of recording.
• Where the dominant estate is outside Ohio, consider cross-border governing-law implications.
]