EASEMENT AGREEMENT

(Utah – Comprehensive Form)

[// GUIDANCE: This template is drafted to comply with Utah real-property law, including recording requirements under Utah Code Ann. § 57-3-102. Customize all bracketed items before execution and recording.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits

1. DOCUMENT HEADER

EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [GRANTOR LEGAL NAME], a [ENTITY TYPE & STATE] (“Grantor”), and [GRANTEE LEGAL NAME], a [ENTITY TYPE & STATE] (“Grantee”). Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Grantor is the fee simple owner of that certain real property located in the County of [COUNTY], State of Utah, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”).

B. Grantee desires to obtain, and Grantor is willing to grant, a(n) [EASEMENT TYPE: e.g., Non-exclusive Appurtenant Utility Easement] over, under, across, and upon a portion of the Property, as more particularly depicted on Exhibit B (the “Easement Area”), subject to the terms and conditions set forth below.

C. The Parties are entering into this Agreement in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

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

“Actual Damages” — Direct damages proven with reasonable certainty, excluding any special, consequential, punitive, or exemplary damages.

“Applicable Law” — All federal, state, and local statutes, ordinances, regulations, and common-law principles governing the Easement, including the Utah Code and local land-use regulations.

“Easement” — The specific rights granted to Grantee in Section 3.1.

“Easement Area” — The physical portion of the Property burdened by the Easement, as legally described in Exhibit B.

“Permitted Use” — The use(s) of the Easement Area authorized under Section 3.2.

“Term” — The duration of the Easement specified in Section 3.3.

[// GUIDANCE: Add or delete definitions to match the transaction.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Grantor hereby grants and conveys to Grantee, its successors and permitted assigns, a [EXCLUSIVE / NON-EXCLUSIVE] [APPURTENANT / IN GROSS] easement (the “Easement”) over, under, across, and upon the Easement Area, together with all rights reasonably necessary to exercise the Easement, subject to the limitations herein.

3.2 Permitted Use

Grantee may use the Easement Area solely for the following purpose(s): [DETAILED DESCRIPTION OF USE, e.g., installation, maintenance, repair, operation, and replacement of underground utility lines] (collectively, the “Permitted Use”).

3.3 Term

(a) Commencement. The Easement shall commence on the Effective Date.
(b) Duration. The Easement shall [SELECT ONE]:
(i) continue in perpetuity; or
(ii) expire on [EXPIRATION DATE]; or
(iii) terminate upon the occurrence of [CONDITION SUBSEQUENT].
(c) Early Termination. See Section 3.8.

3.4 Consideration

As consideration for the Easement, Grantee shall pay to Grantor the sum of [$$] on or before [DATE], receipt of which Grantor hereby acknowledges.

3.5 Construction, Maintenance, and Restoration

(a) Construction Standards. Grantee shall perform all work in a good and workmanlike manner and in compliance with Applicable Law.
(b) Restoration. Upon completion of any work, Grantee shall promptly restore the Easement Area and any affected portions of the Property to a condition reasonably comparable to that existing prior to such work, ordinary wear and tear excepted.
(c) Notice. Grantee shall provide Grantor at least [NUMBER] days’ prior written notice before commencing non-emergency work.

3.6 Access

Grantor hereby grants Grantee reasonable ingress to and egress from the Easement Area over the Property for the Permitted Use, subject to Grantor’s reasonable security and safety procedures.

3.7 Grantor’s Reserved Rights

Grantor reserves the right to use the Property, including the Easement Area, in any manner not inconsistent with Grantee’s rights herein, provided such use does not materially interfere with the Permitted Use.

3.8 Termination Procedures

The Easement may be terminated:
(a) by mutual written agreement of the Parties, which agreement shall be recorded;
(b) by written notice from Grantor if Grantee abandons the Easement for a continuous period of [NUMBER] years;
(c) by merger of title if Grantor and Grantee become the same owner of the Property and the dominant estate (if appurtenant); or
(d) automatically upon expiration of the Term.

Upon termination, Grantee shall execute and deliver a recordable quitclaim deed or release of easement within [30] days after request.

4. REPRESENTATIONS & WARRANTIES

4.1 Grantor

(a) Authority. Grantor has full right, power, and authority to enter into this Agreement and grant the Easement.
(b) Title. Grantor holds fee-simple title to the Property, free and clear of liens or encumbrances that would unreasonably interfere with the Easement.
(c) Compliance. To Grantor’s Knowledge, the execution, delivery, and performance of this Agreement do not violate any agreement binding on Grantor.

4.2 Grantee

(a) Authority. Grantee has full right, power, and authority to enter into and perform this Agreement.
(b) Due Diligence. Grantee has conducted such inspections and investigations of the Property as it deems necessary and accepts the Easement Area “AS IS,” except as expressly set forth herein.

4.3 Survival

All representations and warranties shall survive the execution and delivery of this Agreement and the recordation hereof.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. Each Party shall comply with all Applicable Law in connection with its activities under this Agreement.

5.2 Environmental Matters. Neither Party shall use, dispose, release, or store Hazardous Materials on or about the Easement Area, except in accordance with Applicable Law.

5.3 Insurance. Grantee shall maintain (i) commercial general liability insurance with limits not less than [$1,000,000] per occurrence and [$2,000,000] aggregate, naming Grantor as an additional insured, and (ii) workers’ compensation coverage as required by law.

5.4 Notice and Cure. A Party alleging a breach of covenant shall provide written notice and a cure period of [30] days (or such longer period as reasonably required if the breach is not capable of being cured within 30 days with diligent effort).

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”:
(a) A material breach of any representation, warranty, covenant, or obligation that remains uncured after expiration of the applicable cure period;
(b) Insolvency, receivership, or assignment for the benefit of creditors of a Party;
(c) Abandonment of the Easement as defined in Section 3.8(b).

6.2 Remedies. Upon an Event of Default, the non-defaulting Party may:
(a) seek specific performance or injunctive relief (including temporary or permanent injunctions) without posting bond to the extent permitted by law;
(b) pursue Actual Damages subject to Section 7.2;
(c) recover reasonable attorney fees and costs; and
(d) exercise any other remedy available at law or in equity.

[// GUIDANCE: Utah courts routinely enforce specific-performance remedies for real-property interests.]

7. RISK ALLOCATION

7.1 Indemnification

(a) Grantee. Grantee shall indemnify, defend, and hold harmless Grantor and its Affiliates from and against any third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or relating to (i) Grantee’s breach of this Agreement, or (ii) the negligence or willful misconduct of Grantee, its agents, employees, or contractors in connection with the Easement, except to the extent caused by the negligence or willful misconduct of Grantor.

(b) Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its Affiliates from and against any third-party claims, demands, liabilities, damages, losses, costs, and expenses arising out of or relating to (i) Grantor’s breach of this Agreement, or (ii) the negligence or willful misconduct of Grantor, its agents, employees, or contractors.

7.2 Limitation of Liability

Except for (i) indemnification obligations, (ii) liability arising from bodily injury, death, or property damage, or (iii) fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall be limited to Actual Damages. In no event shall either Party be liable for consequential, incidental, special, or punitive damages.

7.3 Force Majeure

Neither Party shall be liable for delay or failure to perform caused by acts of God, governmental orders, labor disputes, pandemics, or other events beyond its reasonable control (“Force Majeure”), provided the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflicts-of-law principles.

8.2 Forum Selection

Any legal action arising out of or relating to this Agreement shall be filed exclusively in the state courts located in [COUNTY] County, Utah, and each Party hereby irrevocably submits to the jurisdiction of such courts.

8.3 Arbitration (Optional)

[OPTIONAL – STRIKE IF NOT USED] Any dispute not resolved through negotiation within 30 days may, upon mutual written agreement, be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY], Utah, and judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[OPTIONAL – STRIKE IF NOT USED] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief

Notwithstanding any other provision herein, either Party may seek temporary, preliminary, or permanent injunctive relief, including specific performance, to prevent or remedy an actual or threatened breach of this Agreement.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers. No amendment or waiver of any provision shall be effective unless in a written instrument executed by the Party against whom enforcement is sought.

9.2 Assignment. Grantee may not assign this Agreement or the Easement without Grantor’s prior written consent, except to (i) a successor by merger or consolidation, or (ii) a purchaser of substantially all of Grantee’s assets, provided the assignee assumes all obligations herein. Any prohibited assignment is void.

9.3 Successors and Assigns. Subject to Section 9.2, this Agreement shall bind and benefit 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 the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.5 Entire Agreement. This Agreement (including all Exhibits) constitutes the entire agreement between the Parties with respect to the Easement and supersedes all prior agreements and understandings, whether written or oral.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed originals.

9.7 Recording. The Parties intend that this Agreement be recorded in the [COUNTY] County Recorder’s Office pursuant to Utah Code Ann. § 57-3-102. Grantee shall be responsible for recording costs and fees.

10. EXECUTION BLOCK

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

NOTARY ACKNOWLEDGMENT

State of Utah )
: ss. )
County of _____)

On this ___ day of _, 20_, before me, the undersigned Notary Public, personally appeared _______, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the foregoing 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: ____

[// GUIDANCE: Utah requires a notarial certificate conforming to Utah Code Ann. Title 46, Chapter 1.]

11. EXHIBITS

Exhibit A – Legal Description of Property
Exhibit B – Depiction/Legal Description of Easement Area
Exhibit C – Insurance Requirements (optional)

[END OF DOCUMENT]