EASEMENT AGREEMENT

(Oklahoma – Comprehensive Template)

[// GUIDANCE: This template is drafted to Oklahoma standards and is intended for immediate attorney customization. All bracketed items must be completed or deleted prior to execution and recording.]

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 Block

I. DOCUMENT HEADER

1. Title and Parties
   1.1 Easement Agreement (the “Agreement”)
   1.2 Grantor: [GRANTOR LEGAL NAME], a [state & entity type/individual] (“Grantor”)
   1.3 Grantee: [GRANTEE LEGAL NAME], a [state & entity type/individual] (“Grantee”)

2. Recitals
   A. Grantor is the fee simple owner of certain real property located in [County] County, Oklahoma, more particularly described in Exhibit A attached hereto (the “Servient Parcel”).
   B. Grantee desires an easement over, under, across, and through a portion of the Servient Parcel, as legally described in Exhibit B (the “Easement Area”), for the Purpose (as defined below).
   C. Grantor is willing to grant such easement subject to the terms and conditions set forth herein.

3. Effective Date; Jurisdiction
   This Agreement is effective as of [EFFECTIVE DATE] (the “Effective Date”) and shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to its conflict-of-laws rules.

II. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below:

“Actual Damages Cap” – has the meaning set forth in Section 7.2.

“Affiliate” – with respect to any Person, any other Person controlling, controlled by, or under common control with such Person.

“Easement” – the non-exclusive, perpetual right and easement granted pursuant to Section 3.1.

“Easement Area” – as defined in Recital B and depicted on Exhibit B.

“Force Majeure Event” – any event described in Section 7.4.

“Grantor Default” – any default described in Section 6.1(a).

“Grantee Default” – any default described in Section 6.1(b).

“Notice” – a written notice given in accordance with Section 8.6.

“Purpose” – [e.g., ingress, egress, utilities, drainage, communications, pipeline, etc.].

“Term” – as defined in Section 5.1.

[// GUIDANCE: Add or delete definitions to match transaction-specific terminology.]

III. OPERATIVE PROVISIONS

3.1 Grant of Easement
(a) Grantor hereby grants, bargains, sells, conveys, assigns, and warrants unto Grantee, its successors and permitted assigns, a [select: perpetual / term-limited], [select: exclusive / non-exclusive] easement over the Easement Area for the Purpose (the “Easement”).
(b) The Easement shall include the right to construct, install, inspect, maintain, repair, replace, and remove [describe improvements, e.g., road surface, conduit, cables, pipeline] within the Easement Area.

3.2 Consideration
As consideration for the Easement, Grantee shall pay Grantor [DOLLAR AMOUNT] no later than [DATE or milestone].

3.3 Conditions Precedent
The obligations of the parties are conditioned upon:
(i) Delivery of a current ALTA/NSPS survey reflecting the Easement Area;
(ii) Title confirmation that the Easement is superior to all liens except Permitted Encumbrances; and
(iii) [Other conditions].

3.4 Recording
Within [10] days after full execution, the parties shall record this Agreement (or a short-form memorandum) with the County Clerk of [County] County, Oklahoma to provide constructive notice.
[// GUIDANCE: Oklahoma recording requires acknowledgment by a notary public and payment of documentary stamp taxes where applicable. Consider attaching a properly formatted acknowledgement block compliant with Okla. Stat. tit. 16.]

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations
Each party represents and warrants that:
(a) it has full power and authority to execute and deliver this Agreement;
(b) this Agreement constitutes a legal, valid, and binding obligation; and
(c) its execution does not violate any agreement, law, or court order binding on it.

4.2 Grantor’s Additional Representations
(a) Grantor holds indefeasible fee simple title to the Servient Parcel, free of liens except those of record;
(b) No litigation or condemnation affecting the Servient Parcel is pending or, to Grantor’s knowledge, threatened; and
(c) Grantor has not previously conveyed a conflicting easement in the Easement Area.

4.3 Survival
All representations and warranties shall survive Closing for [___] years.

V. COVENANTS & RESTRICTIONS

5.1 Term and Termination
(a) Term. The Easement shall commence on the Effective Date and shall continue [perpetually / for ___ years] (the “Term”), unless earlier terminated in accordance with this Section.
(b) Termination Events. This Agreement may be terminated:
(i) by mutual written agreement of the parties, evidenced by a recorded Release of Easement;
(ii) automatically upon Grantee’s written abandonment of the Easement, recorded with the County Clerk;
(iii) by Grantee Default not cured within the period set forth in Section 6.1(b); or
(iv) as otherwise provided by applicable law.
(c) Effect of Termination. Upon termination, Grantee shall, at its sole cost, restore the Easement Area to a neat, safe condition and execute a recordable Release of Easement.

5.2 Use Restrictions
(a) Grantee’s use shall not unreasonably interfere with Grantor’s use of the Servient Parcel.
(b) Grantee shall comply with all applicable federal, state, and local laws, regulations, and ordinances.

5.3 Maintenance
Grantee shall, at its sole expense, maintain the Easement Area and all Improvements thereon in good order, condition, and repair.

5.4 Notice; Cure
Each party shall provide Notice to the other of any condition requiring maintenance or repair within [30] days of discovery.

VI. DEFAULT & REMEDIES

6.1 Events of Default
(a) Grantor Default: breach of any covenant, warranty, or obligation not cured within [30] days after Notice.
(b) Grantee Default:
(i) failure to pay consideration when due;
(ii) breach of Section 5.2 or 5.3; or
(iii) any uncured material breach.

6.2 Notice and Cure Procedure
The non-defaulting party shall give Notice specifying the default. The defaulting party shall have [30] days (or, if the default is not reasonably curable in 30 days, such additional time not to exceed [90] days) to cure.

6.3 Remedies
(a) Specific performance and injunctive relief;
(b) Actual damages (subject to Section 7.2);
(c) Reimbursement of reasonable attorneys’ fees and costs incurred in enforcement;
(d) Termination pursuant to Section 5.1(b).

[// GUIDANCE: Oklahoma traditionally recognizes specific performance for real property interests; include as primary remedy.]

VII. RISK ALLOCATION

7.1 Indemnification
(a) Grantee Indemnity. Grantee shall indemnify, defend, and hold harmless Grantor and its Affiliates from and against any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of (i) Grantee’s use of the Easement; (ii) bodily injury or property damage occurring in or about the Easement Area caused by Grantee or its agents; and (iii) breach of this Agreement by Grantee.
(b) Grantor Indemnity. Grantor shall indemnify, defend, and hold harmless Grantee and its Affiliates from and against any and all claims, liabilities, losses, costs, and expenses arising out of (i) Grantor’s gross negligence or willful misconduct; and (ii) breach of this Agreement by Grantor.

7.2 Limitation of Liability
EXCEPT FOR (i) THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS, (ii) LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (iii) OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES. EACH PARTY’S TOTAL LIABILITY FOR ACTUAL, DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED [DOLLAR AMOUNT OR “THE GREATER OF THE CONSIDERATION PAID OR \$_”] (the “Actual Damages Cap”).

7.3 Insurance
Grantee shall maintain, at its sole cost, (i) commercial general liability insurance of not less than [\$1,000,000] per occurrence and [\$2,000,000] aggregate and (ii) workers’ compensation as required by law, naming Grantor as an additional insured.

7.4 Force Majeure
Neither party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, governmental action, labor disturbances, or natural disasters, provided the affected party promptly notifies the other and resumes performance as soon as reasonably practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by the laws of the State of Oklahoma.

8.2 Forum Selection
Any action arising out of or related to this Agreement shall be brought exclusively in the state courts located in [County] County, Oklahoma (or, if jurisdictionally required, the United States District Court for the Western District of Oklahoma).

8.3 Optional Arbitration
[OPTION – DELETE IF NOT USED] At either party’s election, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment upon the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver
[OPTION – DELETE IF NOT USED] EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Equitable Relief
The parties acknowledge that a breach of Sections 3 or 5 would cause irreparable harm not compensable by money damages. Accordingly, in addition to any other remedy, specific performance and injunctive relief shall be available without the posting of a bond.

8.6 Notices
All Notices shall be in writing and deemed given (i) upon personal delivery, (ii) one business day after deposit with a nationally recognized overnight courier, or (iii) three business days after mailing by certified U.S. mail, return receipt requested, to the addresses set forth below (or such other address as a party may designate by Notice).
Grantor Address: [ADDRESS]
Grantee Address: [ADDRESS]

IX. GENERAL PROVISIONS

9.1 Amendment; Waiver
No amendment or waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment
Grantee may not assign this Agreement or the Easement without Grantor’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any assignment in violation of this Section is void.

9.3 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties hereto 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 effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement
This Agreement, together with the Exhibits, constitutes the entire agreement and supersedes all prior agreements, representations, and understandings, whether oral or written, with respect to the Easement.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF or DocuSign) shall be deemed original signatures.

X. EXECUTION BLOCK

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

GRANTOR:

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

GRANTEE:

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

[// GUIDANCE: Insert corporate acknowledgments or individual acknowledgement forms compliant with Oklahoma notarial standards below. Attach notarization block, e.g., “State of Oklahoma, County of , this ___ day of , 20__…”.]

EXHIBIT A

(Legal Description of Servient Parcel)

EXHIBIT B

(Legal Description and/or Survey of Easement Area)

[// GUIDANCE: Prior to closing: (1) verify legal descriptions; (2) confirm title insurance endorsement for easement; (3) record within statutory deadlines; (4) consider subordination agreements from existing mortgagees, if any; and (5) obtain any required municipal permits or utility consents.]