Form 26-23

This form is used if the parties are granting reciprocal rights of access across their respective proper­ties.

Easement Agreement for Reciprocal Access

Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number.

Date:

First Party:

First Party’s Mailing Address:

Second Party:

Second Party’s Mailing Address:

[First Party’s Lienholder:]

[First Party’s Lienholder’s Mailing Address:]

[Second Party’s Lienholder:]

[Second Party’s Lienholder’s Mailing Address:]

First Party’s Property: [Describe by metes and bounds or plat reference the real property owned by the first party.]

Second Party’s Property: [Describe by metes and bounds or plat reference the real property owned by the second party.]

Easement Purpose: For providing free and uninterrupted pedestrian and vehicular ingress to, egress from, and access across and between First Party’s Property and Second Party’s Property and portions thereof.

Consideration: Good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties.

Reservations from Conveyance of First Party’s Property: [Describe here or in an attached exhibit any reservations from the conveyance of the first party’s property in this instru­ment.]

Exceptions to Warranty of First Party’s Property: [Describe here or in an attached exhibit any exceptions to the warranties of the first party’s property in this instrument.]

Reservations from Conveyance of Second Party’s Property: [Describe here or in an attached exhibit any reservations from the conveyance of the second party’s property in this instrument.]

Exceptions to Warranty of Second Party’s Property: [Describe here or in an attached exhibit any exceptions to the warranties of the second party’s property in this instrument.]

Grants of Easements:

First Party, for the Consideration and subject to the Reservations from Conveyance of First Party’s Property and Exceptions to Warranty of First Party’s Property, grants, sells, and conveys to Second Party and Second Party’s heirs, successors, and assigns an easement to, over, and across First Party’s Property for the Easement Purpose and for the benefit of all or any portion of Second Party’s Property, together with all and singular the rights and appurte­nances thereto in any way belonging, to have and to hold the easement, rights, and appurte­nances to Second Party and Second Party’s heirs, successors, and assigns forever. First Party binds First Party and First Party’s heirs, successors, and assigns to warrant and forever defend the title to the easement, rights, and appurtenances in Second Party and Second Party’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the easement, rights, or appurtenances, or any part thereof, except as to the Reservations from Conveyance of First Party’s Property and Exceptions to Warranty of First Party’s Property [include if applicable: , to the extent that such claim arises by, through, or under First Party but not otherwise].

Second Party, for the Consideration and subject to the Reservations from Conveyance of Second Party’s Property and Exceptions to Warranty of Second Party’s Property, grants, sells, and conveys to First Party and First Party’s heirs, successors, and assigns an easement to, over, and across Second Party’s Property for the Easement Purpose and for the benefit of all or any portion of First Party’s Property, together with all and singular the rights and appur­tenances thereto in any way belonging, to have and to hold the easement, rights, and appurte­nances to First Party and First Party’s heirs, successors, and assigns forever. Second Party binds Second Party and Second Party’s heirs, successors, and assigns to warrant and forever defend the title to the easement, rights, and appurtenances in First Party and First Party’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the easement, rights, or appurtenances, or any part thereof, except as to the Reservations from Conveyance of Second Party’s Property and Exceptions to Warranty of Second Party’s Prop­erty [include if applicable: , to the extent that such claim arises by, through, or under Second Party but not otherwise].

The easements, rights, and appurtenances hereby granted by and between First Party and Second Party are referred to herein as the “Easements.” First Party’s Property and Second Party’s Property are sometimes referred to herein collectively as the “Properties.” First Party and Second Party are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Terms and Conditions: The following terms and conditions apply to the Easements granted by this agreement:

1.Character of Easements.      The Easements are appurtenant to and run with the Properties, and portions thereof, whether or not the Easements are referenced or described in any conveyance of the Properties, or any portion thereof. The Easements are for the benefit of the Parties and the heirs, successors, and assigns of the Parties who at any time own the Prop­erties or any interest therein (as applicable, the “Holders”).

2.Duration of Easements.      [The duration of the Easements is perpetual./The dura­tion of the Easements is for [number] years beginning [date].]

3.Nonexclusiveness of Easements.      The Easements are nonexclusive, and each of the Parties reserves for itself and its heirs, successors, and assigns the right to use all or part of the Easements in conjunction with any other Holder and the right to convey to others the right to use all or part of the Easements in conjunction with the Holders, as long as such further conveyance is subject to the terms of this agreement.

4.Use and Location of Easements.      The Parties and other Holders will be entitled to exercise direct access to and between the Properties without interference except as set forth in this agreement and to use all access areas, driveways, and parking lots located on any portion of the Properties in exercising the Easements. A Holder may erect curbs or other barriers to traffic between the Properties owned by that Holder and adjacent portions of the Properties, including but not limited to differences in grade levels, only to the extent that such curbs or other barriers will not unreasonably interfere with or restrict direct access to and between the Properties by the Holders of other portions of the Properties and their employees, customers, and other invitees. A Holder may erect buildings and other improvements on the portion of the Properties owned by that Holder only to the extent that the buildings and other improvements will not unreasonably interfere with the use of and access to the access areas, driveways, and parking lots on such portion of the Properties by the other Holders and their employees, cus­tomers, and other invitees. A Holder’s employees, customers, and other invitees will not be entitled to park on the other Holder’s Properties but will be permitted to walk or drive across and otherwise traverse the Properties to obtain ingress to or egress from the other Properties.

5.Maintenance of Easement Property.      All access ways, driveways, and parking lots located on the Properties must be maintained at a level of appearance and utility consis­tent with the highest industry standards then prevailing for similarly used properties in the market in which the Properties are located. Each Holder will be solely responsible for the costs of maintaining the access ways, driveways, and parking lots located on that Holder’s Properties. If a Holder does not perform the required maintenance then any other Holder, after giving the nonperforming Holder thirty days’ written notice, will have the right to perform the maintenance and receive reimbursement from the nonperforming Holder. Reimbursement will be payable on demand and include the costs of the maintenance, plus interest at the highest rate permitted by law (or if no maximum rate is prescribed by law, at the rate of 18 percent per year).

6.Rights Reserved.      Each Party reserves for that Party and that Party’s heirs, suc­cessors, and assigns the right to continue to use and enjoy the surface of the Properties for all purposes that do not unreasonably interfere with or interrupt the use or enjoyment of the Ease­ments.

7.Equitable Rights of Enforcement.      These Easements may be enforced by restrain­ing orders and injunctions (temporary or permanent) prohibiting interference and command­ing compliance. Restraining orders and injunctions will be obtainable on proof of the existence of interference or threatened interference, without the necessity of proof of inade­quacy of legal remedies or irreparable harm, and will be obtainable only by the Parties to or those benefited by this agreement; provided, however, that the act of obtaining an injunction or restraining order will not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity.

8.Attorney’s Fees.      If [either/any] Party retains an attorney to enforce this agree­ment, the Party prevailing in litigation is entitled to recover reasonable attorney’s fees and court and other costs.

9.Binding Effect.      This agreement binds, benefits, and may be enforced by the Par­ties and their respective heirs, successors, and permitted assigns.

10.Choice of Law.      This agreement will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any other jurisdiction. Venue is in the county or counties in which the Properties are located.

11.Counterparts.      This agreement may be executed in multiple counterparts. All counterparts taken together constitute this agreement.

12.Waiver of Default.      A default is not waived if the nondefaulting Party fails to declare default immediately or delays in taking any action with respect to the default. Pursuit of any remedies set forth in this agreement does not preclude pursuit of other remedies in this agreement or provided by law.

13.Further Assurances.      Each signatory Party agrees to execute and deliver any additional documents and instruments and to perform any additional acts necessary or appro­priate to perform the terms, provisions, and conditions of this agreement and all transactions contemplated by this agreement.

14.Indemnity.      Each Party agrees to indemnify, defend, and hold harmless the other Party from any loss, attorney’s fees, expenses, or claims attributable to breach or default of any provision of this agreement by the indemnifying Party. The obligations of the Parties under this provision will survive termination of this agreement.

15.Survival.      The obligations of the Parties in this agreement that cannot be or were not performed before termination of this agreement survive termination of this agreement.

16.Entire Agreement.      This agreement and any exhibits are the entire agreement of the Parties concerning their respective Properties and the reciprocal Easements granted by the Parties. There are no representations, agreements, warranties, or promises, and neither Party is relying on any statements or representations of the other Party or any agent of the other Party, that are not in this agreement and its exhibits.

17.Legal Construction.      If any provision in this agreement is unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the Parties, the unenforceability will not affect any other provision hereof, and this agreement will be con­strued as if the unenforceable provision had never been a part of the agreement. Whenever context requires, the singular will include the plural and neuter include the masculine or femi­nine gender, and vice versa. This agreement will not be construed more or less favorably between the Parties by reason of authorship or origin of language.

18.Notices.      Any notice required or permitted under this agreement must be in writ­ing. Any notice required by this agreement will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received. Any address for notice may be changed by written notice given as provided herein.

   
[Name of first party]

   
[Name of second party]

Consent and Subordination by Lienholders

Lienholders, as the holders of liens on the Properties, consent to the above grants of Easements, including the terms and conditions of the grants, and Lienholders subordinate their liens to the rights and interests of Holders, so that a foreclosure of the liens will not extin­guish the rights and interests of Holders.

   
[Name of lienholder]

   
[Name of lienholder]