EASEMENT AGREEMENT

Tennessee

[// GUIDANCE: This template is drafted for use in the State of Tennessee and is intended for recordation in the county where the Property is located. All bracketed items must be completed or revised by counsel prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Grant of Easement
   3.2 Easement Nature & Classification
   3.3 Use & Scope
   3.4 Consideration
   3.5 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

Prepared By: ______
Return To: _____
Tax Map/Parcel ID No.: ___
Property Address (if any): ___

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

1. [GRANTOR LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE], having an address at [ADDRESS] (“Grantor”), and
2. [GRANTEE LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE], having an address at [ADDRESS] (“Grantee”).

Grantor is the record owner of certain real property situated in [COUNTY] County, Tennessee, more particularly described on Exhibit A attached hereto and incorporated by this reference (the “Servient Tract”). Grantee owns or is acquiring an interest in certain real property, also described on Exhibit B attached hereto (the “Dominant Tract”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

“Abandonment” means the cessation of all material Easement use by Grantee for a continuous period of [___] months after written notice from Grantor and failure to recommence within [___] days thereafter.

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

“Applicable Law” means all present and future statutes, regulations, ordinances, and common-law principles of the State of Tennessee, together with any applicable federal laws.

“Easement” means the real property right granted pursuant to Section 3.1.

“Easement Area” means that portion of the Servient Tract depicted on Exhibit C.

“Force Majeure Event” has the meaning set forth in Section 7.5.

“Person” means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, or governmental authority.

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Grantor hereby grants, conveys, and warrants to Grantee, its successors and assigns, a [PERPETUAL / TERM-LIMITED], [EXCLUSIVE / NON-EXCLUSIVE] [type(s) of easement – e.g., “ingress and egress,” “utility,” “drainage,” “access”] easement over, under, upon, across, and through the Easement Area (the “Easement”), together with the right to construct, use, maintain, repair, replace, and remove [IMPROVEMENTS] reasonably required to exercise the Easement.

[// GUIDANCE: If multiple easement types are granted (e.g., access + utility), replicate Section 3.1 for each type or itemize within a single grant.]

3.2 Easement Nature & Classification

a. Appurtenant; Runs with the Land. The Easement is appurtenant to and shall run with the Dominant Tract for the benefit of Grantee and its successors and assigns and shall burden the Servient Tract.
b. No Public Dedication. Nothing herein constitutes a dedication of the Easement Area to the public.
c. Priority; Subordination. Grantor shall maintain the Easement in first priority position, free of monetary liens except those expressly subordinated to this Agreement.

3.3 Use & Scope

a. Permitted Uses. Grantee may use the Easement solely for the purposes stated in Section 3.1.
b. Prohibited Uses. Grantee shall not (i) interfere materially with Grantor’s use of the Servient Tract; (ii) store hazardous materials in violation of Applicable Law; or (iii) expand the Easement Area without Grantor’s prior written consent.
c. Maintenance & Repair. Grantee shall, at its sole cost, maintain the Easement Area and any Improvements in a clean, safe, and operable condition.
d. Access by Grantor. Grantor retains the right to access the Easement Area for inspection or to perform activities that do not unreasonably interfere with Grantee’s rights.

3.4 Consideration

In consideration of the Easement, Grantee shall pay Grantor [MONETARY AMOUNT], receipt of which is hereby acknowledged, and/or perform the following obligations: [OTHER CONSIDERATION].

3.5 Conditions Precedent

The effectiveness of this Agreement is conditioned upon:
1. Receipt of any governmental approvals required for recordation;
2. Full execution and recordation of this Agreement in the land records of [COUNTY] County, Tennessee; and
3. Delivery of title insurance endorsements (if applicable) satisfactory to Grantee.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each party represents and warrants to the other that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
b. It has full power and authority to enter into and perform this Agreement;
c. This Agreement constitutes its valid and binding obligation enforceable against it in accordance with its terms; and
d. Its execution and performance of this Agreement do not violate any agreement or Applicable Law.

4.2 Grantor’s Additional Representations. Grantor further represents and warrants that:
a. Grantor holds fee simple title to the Servient Tract, free and clear of encumbrances except those of record;
b. Grantor has not previously conveyed any easement or other interest that would materially interfere with the Easement; and
c. Grantor will execute such further assurances as may be reasonably requested by Grantee to evidence or perfect the Easement.

4.3 Survival. All representations and warranties survive the recordation of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Grantor’s Covenants. Grantor covenants that it will not:
a. Voluntarily create any lien or encumbrance that would prime or impair the Easement;
b. Erect any structure within the Easement Area that would materially interfere with Grantee’s rights; or
c. Permit any activity on the Servient Tract that would violate Applicable Law in a manner materially affecting the Easement.

5.2 Grantee’s Covenants. Grantee covenants that it will:
a. Comply with all Applicable Law in its use of the Easement;
b. Promptly repair any damage to the Servient Tract caused by Grantee; and
c. Carry and maintain the insurance required under Section 7.4.

5.3 Notice & Cure. Either party claiming breach of a covenant shall deliver written notice to the other specifying the breach; the breaching party shall have [___] days (or, in the case of an emergency, a reasonable period) to cure.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an “Event of Default”:
a. A material breach of this Agreement not cured within the period stated in Section 5.3;
b. Insolvency, receivership, or assignment for the benefit of creditors by either party; or
c. Abandonment by Grantee.

6.2 Remedies. Upon an Event of Default, the non-defaulting party may, in addition to any remedy at law or in equity:
a. Seek specific performance or injunctive relief;
b. Recover actual damages (subject to Section 7.2);
c. Perform the defaulting party’s obligations and recover costs plus interest at [RATE]% per annum; or
d. Terminate the Easement pursuant to Section 6.3 (if the default is by Grantee).

6.3 Termination Procedures.
a. Mutual Termination. The Easement may be terminated at any time by a written instrument signed by the parties and recorded in the county land records.
b. By Abandonment. Following Abandonment, Grantor may record an Affidavit of Termination after providing [___] days’ prior written notice to Grantee.
c. By Condemnation or Operation of Law. The Easement terminates automatically to the extent taken by eminent domain or as otherwise required by Applicable Law.

7. RISK ALLOCATION

7.1 Indemnification

Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”), from and against any third-party claims, demands, causes of action, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(i) bodily injury (including death) or property damage caused by the Indemnifying Party’s negligence or willful misconduct; or
(ii) the Indemnifying Party’s breach of this Agreement.

7.2 Limitation of Liability

Except for (a) indemnification obligations under Section 7.1, (b) liabilities arising from gross negligence or willful misconduct, and (c) a party’s failure to maintain required insurance, each party’s aggregate liability under this Agreement shall not exceed its actual, direct damages (the “Actual Damages Cap”). Consequential, incidental, punitive, or exemplary damages are expressly disclaimed.

7.3 Insurance

Grantee shall maintain, at its sole expense, commercial general liability insurance in an amount not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate, naming Grantor as an additional insured.

7.4 Environmental Matters

Grantee shall not bring hazardous substances onto the Servient Tract except in compliance with all Applicable Law and standard industry practices. Grantee shall remediate any contamination caused by its activities.

7.5 Force Majeure

Neither party is liable for delay or failure in performance caused by acts of God, war, terrorism, civil commotion, labor disputes, governmental action, or other events beyond its reasonable control (each, a “Force Majeure Event”); provided, however, that the affected party shall notify the other within a reasonable time and resume performance promptly thereafter.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY] County, Tennessee.

8.3 Arbitration (Optional).
[ARBITRATION PROVISION – INSERT OR DELETE IN ITS ENTIRETY]
If the parties mutually elect arbitration, disputes shall be resolved under the Commercial Arbitration Rules of the American Arbitration Association, sitting in [CITY, TN]. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional).
EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Specific Performance & Injunctive Relief. The parties acknowledge that monetary damages may be insufficient; therefore, each party is entitled to seek specific performance or injunctive relief to enforce this Agreement without posting bond.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver is effective unless in writing, signed by the party against whom enforcement is sought, and recorded if affecting the Easement.

9.2 Assignment. Grantee may assign its rights only in conjunction with conveyance of all or part of the Dominant Tract; any other assignment requires Grantor’s prior written consent, which shall not be unreasonably withheld.

9.3 Successors & Assigns. This Agreement binds and benefits the parties and their respective heirs, successors, and assigns.

9.4 Severability. If any provision is held invalid, the remaining provisions remain enforceable; the invalid provision shall be reformed to the minimum extent necessary to effectuate the parties’ intent.

9.5 Merger & Integration. This Agreement (including its exhibits) constitutes the entire agreement between the parties concerning the Easement and supersedes all prior negotiations.

9.6 Recording. The parties shall record this Agreement, together with any exhibits necessary for a complete legal description, in the land records of [COUNTY] County, Tennessee. The recording party shall pay all recordation taxes and fees.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic or PDF signatures are deemed originals and fully enforceable.

9.8 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

10. EXECUTION BLOCK

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

GRANTOR:

[GRANTOR LEGAL NAME]
By: ______
Name: ____
Title: _____

GRANTEE:

[GRANTEE LEGAL NAME]
By: ______
Name: ____
Title: _____

NOTARY ACKNOWLEDGMENT (Tennessee – Individual)

State of Tennessee
County of ______

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared ________, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Witness my hand and official seal.

Notary Public
My Commission Expires: ______

[// GUIDANCE: Use appropriate corporate acknowledgment if the signatory is acting on behalf of an entity.]

11. EXHIBITS & SCHEDULES

Exhibit A – Legal Description of Servient Tract
Exhibit B – Legal Description of Dominant Tract
Exhibit C – Survey or Sketch of Easement Area
Schedule 1 – Insurance Requirements (optional)

[// GUIDANCE: Attach a metes-and-bounds description or other legally sufficient description acceptable for Tennessee recording requirements. If the Easement Area is depicted on a survey, ensure the surveyor’s certification meets state standards.]

[END OF DOCUMENT]