EASEMENT AGREEMENT

(West Virginia – Comprehensive Template)

[// GUIDANCE: Practitioners should confirm all bracketed provisions, defined terms, and cross-references prior to execution. This template is drafted for use under West Virginia law and is designed to satisfy county recording requirements under W. Va. Code § 39-1-2 et seq.*]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Grant of Easement
   3.2 Nature and Classification of Easement
   3.3 Term
   3.4 Easement Area and Survey
   3.5 Rights Appurtenant / In Gross
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block & Notary Acknowledgment

1. DOCUMENT HEADER

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

RECITALS
A. Grantor is the fee simple owner of certain real property located in [COUNTY NAME] County, West Virginia, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor is willing to grant, a(n) [select: easement appurtenant / easement in gross / utility easement / access easement / other] across a portion of the Burdened Property as legally described in Exhibit B (the “Easement Area”) for the Permitted Uses (defined below), all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein 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 terms shall have the meanings set forth below. Capitalized terms not defined in this Section have the meaning ascribed elsewhere herein.

“Actual Damages” means documented direct damages suffered by a Party, exclusive of any anticipated profits, consequential, exemplary, special, incidental, or punitive damages.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, and common-law principles applicable to the Easement, including without limitation W. Va. Code ch. 39 (Real Property).

“Easement Area” has the meaning set forth in Recital B.

“Effective Date” has the meaning set forth in the Document Header.

“Event of Default” has the meaning set forth in Section 6.1.

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

“Maintenance Standards” means the standards described in Section 5.4.

“Permitted Uses” means [e.g., ingress, egress, installation, operation, maintenance, repair, and replacement of utilities] within the Easement Area.

“Term” has the meaning set forth in Section 3.3.

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee, its successors and assigns, a perpetual, non-exclusive easement (“Easement”) over, across, under, upon, and through the Easement Area for the Permitted Uses.

3.2 Nature and Classification of Easement

(a) Type. This Easement shall be a [select: appurtenant / in gross] easement.
(b) Burden and Benefit. The Easement shall run with the land and shall bind the Burdened Property and inure to the benefit of [if appurtenant: the Dominant Property more particularly described in Exhibit C] and Grantee’s successors and assigns.

[// GUIDANCE: Insert Exhibit C only if easement appurtenant.]

3.3 Term

The Easement shall commence on the Effective Date and continue [select: perpetually / for a term of ___ years ending on [TERMINATION DATE]] (the “Term”), unless earlier terminated in accordance with Section 3.7 or Section 6.3.

3.4 Easement Area and Survey

Prior to recordation, the Parties shall attach a plat or survey depicting the Easement Area as Exhibit B. Any material discrepancy shall be resolved in writing prior to recordation.

3.5 Rights Appurtenant / In Gross

Grantee may exercise the rights granted herein through its employees, agents, contractors, invitees, and utility service providers, provided such persons comply with this Agreement.

3.6 Reservation of Rights

Grantor reserves the right to use the Easement Area for any purpose not inconsistent with the rights herein granted, including granting further compatible easements, so long as such use does not materially interfere with Grantee’s Permitted Uses.

3.7 Termination Procedures

The Easement may be terminated (a) by written release executed and acknowledged by Grantee and recorded in the land records of [COUNTY NAME] County; (b) by merger of title if Grantee acquires fee simple title to the Burdened Property; or (c) automatically upon expiration of the Term, if the Easement is term-limited. Upon termination, Grantee shall, at its expense, remove any installations (unless the Parties agree otherwise), restore the Easement Area to a condition reasonably comparable to its original condition, and execute all documents reasonably required to evidence the termination.

4. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants to the other that:

4.1 Organization & Authority. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform its obligations under this Agreement.

4.2 Authorization & Enforceability. The execution, delivery, and performance of this Agreement have been duly authorized and constitute legal, valid, and binding obligations enforceable against such Party in accordance with its terms.

4.3 No Conflict. The execution and performance of this Agreement do not violate any charter documents, contracts, or Applicable Law binding on such Party.

4.4 Title. Grantor warrants that it is the sole fee simple owner of the Burdened Property, free and clear of all liens and encumbrances other than those of record and disclosed in Schedule 4.4, and has full right to grant the Easement.

[// GUIDANCE: Insert Schedule 4.4 if exceptions to title exist.]

4.5 Survival. The representations and warranties set forth in this Article 4 shall survive the execution and recordation of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. Grantee shall exercise the Easement in compliance with Applicable Law and all permits and approvals required for the Permitted Uses.

5.2 Maintenance & Repairs. Grantee shall maintain the Easement Area and any installations in a neat, safe, and workmanlike manner consistent with the Maintenance Standards.

5.3 Restoration. Upon completion of any work, Grantee shall promptly restore disturbed portions of the Easement Area and adjoining property to a condition reasonably comparable to the condition existing immediately prior to such work, ordinary wear and tear excepted.

5.4 Maintenance Standards. The Parties adopt the following Maintenance Standards: [insert or attach standards].

5.5 Notice & Access. Except in emergencies, Grantee shall provide Grantor not less than [NUMBER] days’ prior written notice before accessing the Burdened Property for construction or major maintenance activities.

5.6 Prohibited Activities. Grantee shall not (a) store hazardous materials (as defined under CERCLA and state analogs) within the Easement Area, (b) interfere with Grantor’s existing utilities or improvements, or (c) block access to the remainder of the Burdened Property except as reasonably necessary during construction.

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default” by a Party:
(a) Material breach of any covenant, representation, or obligation under this Agreement, which breach is not cured within [30] days (or such longer period as reasonably necessary provided diligent efforts are pursued) after receipt of written notice;
(b) Failure to pay any monetary obligation when due, which failure is not cured within [10] days after written notice.

6.2 Remedies. Upon the occurrence of an Event of Default, the non-defaulting Party may:
(a) Seek specific performance or injunctive relief (Section 8.4);
(b) Recover Actual Damages subject to Section 7.2; and/or
(c) Exercise self-help after [NUMBER] days’ additional notice if the default is not cured.

6.3 Termination for Default. If a default remains uncured for [90] days following notice, the non-defaulting Party may terminate this Agreement by written notice recorded in the county land records.

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

7. RISK ALLOCATION

7.1 Indemnification

Grantee shall indemnify, defend, and hold harmless Grantor, its successors and assigns, from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Grantee’s exercise of the Easement, (b) Grantee’s breach of this Agreement, or (c) the negligence or willful misconduct of Grantee or its agents, except to the extent caused by the negligence or willful misconduct of Grantor.

7.2 Limitation of Liability

Notwithstanding anything herein to the contrary, neither Party shall be liable to the other for any consequential, incidental, special, punitive, or exemplary damages; provided, however, that the foregoing limitation shall not apply to indemnifiable third-party claims. Each Party’s aggregate liability under this Agreement shall be limited to Actual Damages.

7.3 Insurance

Grantee shall maintain, at its sole cost, commercial general liability insurance with limits of not less than [$_____] per occurrence, naming Grantor as an additional insured. Certificates of insurance shall be provided to Grantor annually.

7.4 Force Majeure

Neither Party shall be in default if performance is delayed or rendered impossible by an event beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the real property laws of the State of West Virginia, without regard to conflicts-of-law 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 NAME] County, West Virginia.

8.3 Arbitration. [OPTIONAL – DELETE IF NOT USED] Upon mutual written election, any dispute may be resolved by binding arbitration administered by [arbitral organization] under its rules then in effect.

8.4 Injunctive Relief & Specific Performance. The Parties acknowledge that monetary damages may be an inadequate remedy for breach. Accordingly, each Party shall be entitled to seek injunctive relief, including specific performance, to enforce this Agreement without posting bond.

8.5 Jury Waiver. [OPTIONAL – DELETE IF NOT USED] EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any future occasion.

9.2 Assignment. The Easement and this Agreement may be assigned by Grantee in whole or in part to any successor-in-interest to the Easement, provided written notice is given to Grantor and the assignee assumes Grantee’s obligations herein. Any other assignment requires Grantor’s prior written consent, not to be unreasonably withheld.

9.3 Successors & Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective heirs, 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 render it enforceable while effectuating the Parties’ intent.

9.5 Integration. This Agreement, together with all exhibits and schedules, constitutes the entire agreement of the Parties with respect to the Easement and supersedes all prior agreements and understandings.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed originals.

9.7 Recording. This Agreement (or a memorandum hereof) shall be recorded in the land records of [COUNTY NAME] County, West Virginia, in accordance with W. Va. Code § 39-1-2 et seq. Grantor shall execute any additional instrument reasonably required for such recording.

[// GUIDANCE: Some practitioners prefer to record a short-form memorandum to protect confidential business terms.]

10. EXECUTION BLOCK & NOTARY ACKNOWLEDGMENT

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

GRANTOR:
[GRANTOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________

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

NOTARY ACKNOWLEDGMENT – GRANTOR

State of West Virginia )
County of [COUNTY NAME] ) SS:

On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that (s)he executed the same on behalf of [GRANTOR LEGAL NAME] for the purposes therein contained.

My commission expires: _______

Notary Public

NOTARY ACKNOWLEDGMENT – GRANTEE

State of West Virginia )
County of [COUNTY NAME] ) SS:

On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that (s)he executed the same on behalf of [GRANTEE LEGAL NAME] for the purposes therein contained.

My commission expires: _______

Notary Public

EXHIBIT A

Legal Description of Burdened Property

EXHIBIT B

Legal Description / Survey of Easement Area

EXHIBIT C (if applicable)

Legal Description of Dominant Property

SCHEDULE 4.4 (if applicable)

Permitted Title Exceptions

[// GUIDANCE: Verify all legal descriptions with a licensed surveyor; ensure proper font size, margin, and indexing requirements for the specific county recorder’s office. Attach any county recording cover sheets or transfer tax declarations as required.]