EASEMENT AGREEMENT

(State of Texas)

[// GUIDANCE: This template is drafted for real property located in Texas and is designed to be recorded in the real property records of the county where the burdened land is situated. Confirm county-specific formatting, margin, font-size, and page-break rules prior to recording.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Grant of Easement
   3.2 Rights Appurtenant; Runs with the Land
   3.3 Permitted Uses; Restrictions
   3.4 Maintenance & Repair
   3.5 Consideration
   3.6 Conditions Precedent & Subsequent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Acknowledgments (Notary)
12. Exhibits

1. DOCUMENT HEADER

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

a. [GRANTOR LEGAL NAME], a [Texas/foreign] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Grantor”); and

b. [GRANTEE LEGAL NAME], a [Texas/foreign] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Grantee,” and together with Grantor, the “Parties,” and each, a “Party”).

RECITALS
A. Grantor is the owner of that certain tract of real property located in [COUNTY] County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor desires to grant, a [choose one: perpetual / term-limited] easement for the purposes set forth herein upon, over, across, and under the Burdened Property.
C. The Parties enter into this Agreement to set forth the terms and conditions of such easement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other 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 shall have the meanings given below. Defined terms appear alphabetically.

“Actual Damages” means direct damages proven in fact and caused proximately by the breach, but expressly excludes incidental, consequential, special, exemplary, or punitive damages.

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

“Applicable Law” means all federal, state, and local laws, statutes, codes, ordinances, rules, regulations, and orders of any governmental authority having jurisdiction, including the Texas Property Code and all recording statutes.

“Easement Area” means the portion of the Burdened Property described in Exhibit B (metes and bounds or survey depiction) upon which the Easement is granted.

“Easement Purpose” means [e.g., ingress and egress, installation and maintenance of utilities, drainage, pipeline, solar collection, etc.] as more particularly described in Section 3.

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

“Losses” means claims, demands, causes of action, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs).

“Recording Requirements” means the formatting, acknowledgment, execution, and delivery requirements set forth in Tex. Prop. Code §§ 12.001–.007 and § 13.001, and any supplemental county clerk guidelines applicable to the county in which the Burdened Property is located.

[// GUIDANCE: Add additional defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

3.1.1 Grant. Subject to the terms of this Agreement, Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee, its successors and permitted assigns, a [choose one: perpetual / term-limited, non-exclusive / exclusive] easement (“Easement”) over, across, under, and upon the Easement Area for the Easement Purpose, together with the right of incidental access as reasonably necessary to exercise the Easement.

3.1.2 Nature of Easement. The Easement is an interest in real property that shall run with the land and shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns for so long as this Agreement remains in effect.

3.2 Rights Appurtenant; Runs with the Land

The Easement and all rights herein granted are appurtenant to and shall benefit the property owned, leased, or otherwise controlled by Grantee as described in Exhibit C (the “Benefited Property”). Grantor agrees that this Agreement shall be recorded in the real property records of [COUNTY] County, Texas, to provide constructive notice to all third parties.

[// GUIDANCE: Attach legal description of Benefited Property if the Easement is appurtenant.]

3.3 Permitted Uses; Restrictions

a. Grantee’s Permitted Uses. Grantee may [describe specific uses, e.g., “construct, install, operate, inspect, repair, maintain, replace, and remove underground utility lines not exceeding ____ inches in diameter”].
b. Prohibited Uses. Grantee shall not (i) store hazardous materials within the Easement Area except as incidental to maintenance, or (ii) interfere unreasonably with Grantor’s retained use of the Burdened Property.
c. Grantor’s Reserved Rights. Grantor reserves the right to use the Easement Area in any manner that does not materially interfere with Grantee’s rights, including [e.g., cultivation, grazing], provided such activities comply with Applicable Law and do not damage Grantee’s improvements.
d. Easement Types. The Parties acknowledge that Texas recognizes express, implied, prescriptive, and easements by necessity; this Agreement constitutes an express easement.

3.4 Maintenance & Repair

3.4.1 Grantee Obligations. Grantee shall, at its sole cost, maintain, repair, and restore any improvements installed by Grantee in the Easement Area, keeping same in good order and repair.
3.4.2 Damage by Grantee. Grantee shall promptly restore any portion of the Burdened Property damaged by Grantee’s activities to a condition substantially similar to that existing immediately prior to such activities, ordinary wear excepted.
3.4.3 Damage by Grantor. Grantor shall not intentionally damage Grantee’s improvements; Grantor shall reimburse Grantee for Actual Damages arising from Grantor’s negligent or willful misconduct.

3.5 Consideration

In consideration for the Easement, Grantee shall pay Grantor the sum of [DOLLAR AMOUNT] (“Consideration”) within [NUMBER] days after the Effective Date. Failure to pay the Consideration when due shall constitute a default under Section 6.

[// GUIDANCE: Insert alternative formulas for periodic payments or lump-sum consideration if appropriate.]

3.6 Conditions Precedent & Subsequent

a. Precedent. The effectiveness of this Agreement is conditioned upon (i) delivery of an executed original to the title company for recording, (ii) payment of the Consideration, and (iii) receipt by Grantee of a title commitment reasonably acceptable to Grantee showing the Easement as a permitted encumbrance.
b. Subsequent. The Easement shall terminate automatically if Grantee fails to commence the Easement Purpose activities within [__] months after the Effective Date.

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 of formation;
b. it has full power and authority to execute, deliver, and perform this Agreement;
c. the execution and delivery of this Agreement have been duly authorized by all necessary action; and
d. this Agreement constitutes a legal, valid, and binding obligation enforceable against such Party in accordance with its terms.

4.2 Grantor’s Additional Representations. Grantor further represents and warrants that:
a. Grantor holds marketable fee simple title to the Burdened Property, free and clear of all liens and encumbrances other than those of record as of the Effective Date;
b. Grantor has not previously conveyed any easement, license, or other right that conflicts with the Easement; and
c. there is no pending or threatened condemnation or legal action affecting the Burdened Property.

4.3 Survival. All representations and warranties shall survive the recording of this Agreement for a period of [__] years.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. Each Party shall comply with Applicable Law in exercising its rights and obligations under this Agreement.

5.2 Notice of Interference. If either Party becomes aware of any activity that materially interferes with the Easement, such Party shall promptly notify the other Party in writing.

5.3 Insurance. Grantee shall maintain, at its expense, commercial general liability insurance in an amount not less than [__$] per occurrence and name Grantor as an additional insured.

5.4 Environmental Matters. Grantee shall not use, store, or dispose of Hazardous Substances (as defined by 42 U.S.C. § 9601) in the Easement Area except in compliance with Applicable Law.

5.5 Monitoring Rights. Grantor may, upon [__] days’ notice, inspect the Easement Area to confirm Grantee’s compliance, provided such inspection does not unreasonably interfere with Grantee’s operations.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an “Event of Default”:
a. Failure of either Party to perform any material covenant or obligation under this Agreement within [30] days after receipt of written notice;
b. Failure of Grantee to pay the Consideration or any other sum when due, subject to a [10]-day monetary cure period;
c. Insolvency, bankruptcy, or receivership of either Party.

6.2 Remedies. Upon an Event of Default, the non-defaulting Party may:
a. seek specific performance or injunctive relief;
b. recover Actual Damages;
c. exercise self-help to cure the default and charge the defaulting Party for reasonable costs; and
d. terminate this Agreement in accordance with Section 6.3, if the default is material and uncured.

6.3 Termination Procedure. Termination shall be effected by recording a Notice of Termination executed by the non-defaulting Party and acknowledged in accordance with Texas law. Termination shall not affect any accrued rights or obligations.

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

7. RISK ALLOCATION

7.1 Indemnification

Grantee shall indemnify, defend, and hold harmless Grantor, its Affiliates, and their respective officers, directors, employees, and agents (“Grantor Indemnitees”) from and against any and all Losses arising out of or relating to (i) Grantee’s exercise of the Easement, (ii) Grantee’s breach of this Agreement, or (iii) the negligence or willful misconduct of Grantee or its contractors, except to the extent caused by the negligence or willful misconduct of any Grantor Indemnitee.

[// GUIDANCE: If mutual indemnity is desired, replicate for Grantor.]

7.2 Limitation of Liability

Notwithstanding anything to the contrary, neither Party shall be liable to the other for any incidental, consequential, special, punitive, or exemplary damages. Liability of either Party shall be limited to Actual Damages.

7.3 Insurance Requirements

See Section 5.3. Insurance policies shall contain waivers of subrogation in favor of the other Party.

7.4 Force Majeure

Neither Party shall be liable for failure to perform any obligation (other than payment obligations) to the extent such failure is caused by a Force Majeure Event, which includes acts of God, war, terrorism, labor disputes, governmental orders, epidemics, or any other cause beyond the reasonable control of the affected Party. The affected Party shall promptly notify the other Party and resume performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any disputes hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.

8.2 Forum Selection. Exclusive venue shall lie in the state courts of competent jurisdiction located in [COUNTY] County, Texas.

8.3 Optional Arbitration. [ARBITRATION_PROVISION_PLACEHOLDER — insert if elected. For example: “Upon mutual written election, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.”]

8.4 Jury Waiver. [JURY_WAIVER_PLACEHOLDER — insert if elected. Example: “THE PARTIES HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL.”]

8.5 Injunctive Relief. The Parties acknowledge that monetary damages may be inadequate to compensate for breach of this Agreement; accordingly, either Party shall be entitled to seek specific performance and injunctive relief without the necessity of posting a bond.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both Parties and recorded if required by Applicable Law. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

9.2 Assignment. Grantee may assign its rights hereunder, in whole or in part, to (i) an Affiliate, or (ii) a successor in interest to the Benefited Property, without Grantor’s consent, provided the assignee assumes all obligations herein. Any other assignment requires Grantor’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

9.3 Successors & 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 and effect, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intent and purpose.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., DocuSign, PDF) shall be deemed original signatures for all purposes.

9.7 Notices. All notices shall be in writing and deemed given when delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier, or (iii) three days after deposit in U.S. certified mail, return receipt requested, postage prepaid, addressed to the Party at its address set forth above (or as later designated by notice).

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: _________

GRANTEE:
[GRANTEE LEGAL NAME]
By: ____
Name: ____
Title: _________

11. ACKNOWLEDGMENTS (NOTARY)

[// GUIDANCE: Texas recording statutes require acknowledgment by a Texas or other authorized notary. Use county-specific short form.]

STATE OF TEXAS }
COUNTY OF [_____] }

This instrument was acknowledged before me on the ___ day of _, 20, by ________, [title] of [GRANTOR LEGAL NAME], a [ENTITY TYPE], on behalf of said entity.

Notary Public, State of Texas
My Commission Expires: _____

(Repeat acknowledgment for Grantee.)

12. EXHIBITS

Exhibit A – Legal Description of Burdened Property
Exhibit B – Easement Area (Survey/Metes and Bounds)
Exhibit C – Legal Description of Benefited Property (if appurtenant)
Exhibit D – [Optional: Map or Construction Plans]

[// GUIDANCE: Attach surveyor-sealed exhibits to facilitate precise identification; ensure page numbers and cross-references are consistent.]

[// GUIDANCE: Final checklist for counsel]
• Verify legal descriptions against current title commitment.
• Confirm no existing conflicting easements.
• Review county-specific recording fees and margin requirements.
• Consider title insurance endorsement (T-38) for easements if financing is involved.
• Tailor insurance limits, indemnity scope, and arbitration clause to client-specific risk profile.