Landowner Consent Agreement

LANDOWNER CONSENT AGREEMENT

This Landowner Consent Agreement ("Agreement") is made as of by and between Landowner Name: , whose address is (hereinafter "Landowner"), and Grantee Name: , whose address is (hereinafter "Grantee"). Landowner and Grantee may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Landowner is the owner of certain real property located at , and described more particularly by the legal description attached hereto as Exhibit A and incorporated herein (the "Property");

WHEREAS, Grantee desires Landowner's consent to enter upon, use, and perform certain activities on a portion of the Property for the purpose of (the "Permitted Activities"); and

WHEREAS, Landowner is willing to grant such consent on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF CONSENT

1.1 Grant. Subject to the terms and conditions of this Agreement, Landowner hereby grants to Grantee a non-exclusive, revocable consent to enter upon and use that portion of the Property identified in Exhibit A (the "Consent Area") solely for the Permitted Activities described above and in accordance with the scope and limitations set forth herein.

1.2 Scope and Limitations. The Consent granted herein does not constitute an easement, lease, or conveyance of fee interest. Grantee shall not use the Consent Area for any purpose other than the Permitted Activities without the prior written consent of Landowner.

2. TERM AND TERMINATION

2.1 Term. The consent granted by this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

2.2 Early Termination. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

3. CONDITIONS OF USE

3.1 Compliance with Laws. Grantee shall at all times comply with all applicable federal, state, and local laws, regulations, ordinances, and permits relating to the Permitted Activities, including environmental and health and safety requirements.

3.2 Restoration. Upon completion of the Permitted Activities or upon termination of this Agreement, Grantee shall, at Grantee's sole cost and expense, promptly restore the Consent Area to a condition substantially similar to the condition existing immediately prior to Grantee's entry, reasonable wear and tear excepted.

4. ACCESS AND ENTRY

4.1 Access. Grantee shall provide Landowner with at least days' advance written notice of entry for non-emergency activities and, when practicable, shall coordinate access with Landowner's designated representative.

4.2 Hours and Conduct. Grantee's entry and activities shall be conducted during reasonable hours and in a manner designed to minimize interference with Landowner's use of the Property.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance. Prior to entry, Grantee shall maintain commercial general liability insurance with limits of not less than per occurrence covering claims arising out of Grantee's activities on the Property and shall provide evidence of such insurance upon Landowner's request.

5.2 Indemnification. Grantee shall indemnify, defend, and hold harmless Landowner and Landowner's affiliates, employees and agents from and against any and all claims, liabilities, damages, losses, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or relating to Grantee's use of the Property, except to the extent caused by Landowner's gross negligence or willful misconduct.

6. ENVIRONMENTAL MATTERS

6.1 Hazardous Materials. Grantee shall not bring any hazardous materials onto the Property except for minimal quantities necessary for the Permitted Activities, and then only in compliance with applicable law and with Landowner's prior written consent.

6.2 Notification and Remediation. In the event of any release, spill, or discovery of contamination resulting from Grantee's activities, Grantee shall immediately notify Landowner and shall promptly undertake all necessary remedial actions at Grantee's expense in accordance with applicable law.

7. REPRESENTATIONS AND WARRANTIES

7.1 Landowner's Authority. Landowner represents and warrants that Landowner is the owner of the Property or has the authority to grant the consent described herein, and that there are no existing agreements or restrictions that would preclude Landowner from granting the consent set forth in this Agreement.

7.2 Grantee's Authority. Grantee represents and warrants that it has the full corporate or organizational power and authority to execute and perform this Agreement and that the person executing this Agreement on behalf of Grantee is duly authorized to do so.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the following addresses by certified mail, return receipt requested, overnight courier, or personal delivery:

9. ASSIGNMENT

Grantee shall not assign this Agreement or any rights hereunder without the prior written consent of Landowner, which consent shall not be unreasonably withheld; provided, however, that Grantee may assign to an affiliate or successor in connection with a transfer of substantially all of Grantee's assets or equity provided that Grantee remains liable for performance.

10. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a writing signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any action arising from or relating to this Agreement shall be brought in a court of competent jurisdiction located in the county of .

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Exhibit A attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other electronically transmitted signatures shall be deemed originals for all purposes.

EXHIBIT A — LEGAL DESCRIPTION

ADDITIONAL TERMS

Additional agreed terms, limitations, or special provisions:

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