Legal ROE Document

RIGHT OF ENTRY AGREEMENT

This Right of Entry Agreement (the Agreement) is made as of between Owner Name: (the Owner) whose mailing address is and Entrant Name: (the Entrant) whose mailing address is .

RECITALS

WHEREAS, the Owner is the legal owner of the real property described as: ;

WHEREAS, the Entrant requires temporary access to the Property to perform the activities described below for the purpose of:

WHEREAS, the Owner is willing to grant the Entrant a limited right of entry under the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property identified in the Recitals, including such easements, rights-of-way and improvements located thereon. 1.2 "Entry Period" means the period commencing on and ending on , unless earlier terminated pursuant to this Agreement.

2. GRANT OF RIGHT OF ENTRY

2.1 Subject to the terms and conditions of this Agreement, the Owner grants to the Entrant a non-exclusive, revocable right to enter the Property during the Entry Period for the limited purpose of performing the activities described in Section 3.

3. SCOPE OF ACTIVITIES

3.1 Permitted Activities: The Entrant may enter the Property only to:

3.2 The Entrant shall conduct activities so as to minimize disturbance to the Owner's use of the Property and shall confine operations to the areas reasonably required to perform the permitted activities.

4. SCHEDULE AND ACCESS

Access shall be limited to the following days and hours:

The Entrant shall provide the Owner with advanced notice of each entry in accordance with Section 11 (Notices) unless an emergency requires immediate access.

5. COMPENSATION

5.1 As consideration for the Right of Entry granted herein, the Entrant shall pay to the Owner the sum of in accordance with the following terms:

6. INSURANCE AND INDEMNITY

6.1 Insurance: Prior to entry, the Entrant shall procure and maintain, at its sole cost and expense, commercial general liability insurance covering bodily injury, death and property damage with limits not less than:

6.2 Proof of Insurance: The Entrant shall deliver certificates of insurance to the Owner at least prior to the initial entry.

6.3 Indemnity: The Entrant shall indemnify, defend and hold harmless the Owner and Owner's agents, employees and contractors from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Entrant's entry onto the Property or performance of the permitted activities, except to the extent caused by the Owner's gross negligence or willful misconduct.

7. SAFETY; COMPLIANCE

The Entrant shall comply with all laws, regulations and codes applicable to the performance of the permitted activities, shall coordinate with the Owner to avoid disruption to occupants, and shall ensure that all personnel and contractors are properly trained and supervised.

8. RESTORATION

8.1 Upon completion of the permitted activities or upon earlier termination of this Agreement, the Entrant shall restore the Property to substantially the same condition as existed immediately prior to the Entrant's entry, reasonable wear and tear excepted.

9. TERMINATION AND REVOCATION

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. The Owner may immediately revoke the right of entry if the Entrant's actions create an imminent risk of harm or violate safety requirements.

10. CONFIDENTIALITY

The parties acknowledge that during the Entry the Entrant may learn of Owner Confidential Information. The Entrant shall not disclose such confidential information to any third party except as required by law and shall use Confidential Information solely for the purposes of performing the permitted activities.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or province in which the Property is located, without regard to choice of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The parties acknowledge that the Owner's grant of entry is limited and does not create any leasehold, easement, profit or other estate in the Property. The Entrant shall not assign this Agreement or delegate its obligations without the Owner's prior written consent.

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