EASEMENT AGREEMENT

(Massachusetts – Form Template)

[// GUIDANCE: This template is drafted for use in Massachusetts and is intended for a traditional, perpetual easement appurtenant. Modify as needed for an easement in gross, term-limited easement, or conservation easement.]

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 & Schedules

1. DOCUMENT HEADER

Easement Agreement (this “Agreement”) dated as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [GRANTOR LEGAL NAME], a [STATE] [entity type], having an address at [GRANTOR ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [STATE] [entity type], having an address at [GRANTEE ADDRESS] (“Grantee”).

(Grantor and Grantee each, a “Party,” and collectively, the “Parties”.)

Recitals

A. Grantor is the fee simple owner of certain real property located in [MUNICIPALITY], [COUNTY] County, Massachusetts, more particularly described in Exhibit A (the “Servient Estate”).
B. Grantee desires to obtain, and Grantor is willing to grant, a perpetual, non-exclusive easement over a portion of the Servient Estate, as depicted on Exhibit B (the “Easement Area”), for the purposes set forth herein.
C. The Parties intend that this Agreement be recorded pursuant to M.G.L. ch. 183, § 4 and otherwise comply with all Massachusetts real property laws.
NOW, THEREFORE, in consideration of the mutual covenants 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, capitalized terms shall have the meanings set forth below; terms used in the singular include the plural and vice-versa.

“Actual Damages Cap” has the meaning set forth in Section 7.3.

“Affiliate” means any entity controlling, controlled by, or under common control with a Party.

“Applicable Law” means the Constitution and laws of the Commonwealth of Massachusetts and the United States, together with all local ordinances, regulations, and orders applicable to the Easement.

“Easement” means the easements, rights, and privileges granted in Section 3.1.

“Easement Area” has the meaning given in Recital B.

“Effective Date” has the meaning given in the Document Header.

“Force Majeure Event” has the meaning set forth in Section 7.5.

“Maintenance Standard” means the standard of care, repair, and maintenance customary for similarly situated properties in Massachusetts, including compliance with Applicable Law.

“Permitted Use” has the meaning set forth in Section 3.2.

“Registry” means the [COUNTY] County Registry of Deeds or, if applicable, the Land Court.

“Term” has the meaning set forth in Section 3.5.

[// GUIDANCE: Add additional defined terms as the transaction requires.]

3. OPERATIVE PROVISIONS

3.1 Grant of Easement

Grantor hereby grants and conveys to Grantee, its successors and assigns, a perpetual, non-exclusive, appurtenant easement over, under, across, and upon the Easement Area (the “Easement”), together with the right of ingress to and egress from the Easement Area, for the [describe purposes – e.g., installation, construction, maintenance, repair, replacement, operation, and use of [utility lines/driveway/pedestrian walkway/etc.]] (collectively, the “Permitted Use”), subject to the terms and conditions herein.

3.2 Nature and Scope

(a) Type. The Easement is intended to be an easement [appurtenant / in gross].
(b) Non-Exclusive. Grantor reserves the right to use the Easement Area for any purpose not inconsistent with the Easement or the Permitted Use.
(c) Improvements. Grantee may construct, install, operate, maintain, repair, replace, and remove improvements within the Easement Area consistent with the Permitted Use, provided that:
 (i) Grantee gives Grantor [NUMBER] days’ prior written notice of any material construction activity; and
 (ii) All work is performed in a good and workmanlike manner and in compliance with the Maintenance Standard.

3.3 Consideration & Payment Terms

(a) Grantee shall pay Grantor the sum of $[AMOUNT] (the “Easement Consideration”) within [NUMBER] business days after the Effective Date.
(b) Interest at the lesser of [x]% per annum or the maximum rate permitted by law shall accrue on any overdue amounts.
(c) Payment shall be made by [wire transfer/cashier’s check] to the account designated by Grantor in writing.

3.4 Conditions Precedent

The obligation of each Party to perform under this Agreement is conditioned upon:
(a) execution and delivery of this Agreement and all related instruments;
(b) delivery of any required consents or approvals; and
(c) absence of any injunction or legal restraint prohibiting consummation of the transactions contemplated herein.

3.5 Term & Termination

(a) Term. The Easement is perpetual unless terminated in accordance with this Section 3.5 (the “Term”).
(b) Termination by Mutual Agreement. The Easement may be terminated by a written instrument executed and acknowledged by the Parties (or their successors) and recorded in the Registry.
(c) Statutory Release. The Easement shall terminate upon the recording of a certificate of release complying with M.G.L. ch. 183, § 54 (or any successor statute).
(d) Abandonment. If Grantee affirmatively abandons the Easement for a consecutive period of [NUMBER] years and Grantor records a statutory notice of abandonment, the Easement shall terminate thirty (30) days after such recording unless Grantee records a notice rebutting abandonment within such period.
(e) Merger. The Easement shall terminate automatically upon a merger of title if Grantor’s and Grantee’s interests become vested in the same owner.
(f) Effect of Termination. Termination shall not relieve either Party of obligations accrued before termination, including indemnity obligations.

3.6 Recording

The Parties shall record this Agreement (or a memorandum hereof) in the Registry immediately after execution. Grantee shall pay all recording fees and any Massachusetts excise stamps, if applicable.

[// GUIDANCE: Massachusetts recognizes both full instruments and memorandum recording. Consider recording a short-form memorandum to preserve confidentiality.]

4. REPRESENTATIONS & WARRANTIES

4.1 Grantor

(a) Authority. Grantor is duly organized, validly existing, and in good standing under the laws of its formation jurisdiction and has full power and authority to execute and perform this Agreement.
(b) Title; No Conflicts. Grantor holds good and marketable fee simple title to the Servient Estate, free and clear of liens and encumbrances other than [Permitted Encumbrances]. The execution, delivery, and performance of this Agreement do not violate any agreement binding on Grantor.
(c) Compliance. To Grantor’s Knowledge, the Servient Estate is in compliance with Applicable Law, including all environmental laws.

4.2 Grantee

(a) Authority. Grantee is duly organized, validly existing, and in good standing under the laws of its formation jurisdiction and has full power and authority to execute and perform this Agreement.
(b) Purpose. Grantee will use the Easement Area only for the Permitted Use and in compliance with Applicable Law.
(c) Solvency. Grantee is solvent and has sufficient funds to pay the Easement Consideration and perform its maintenance obligations.

4.3 Survival

All representations and warranties shall survive the Effective Date and the recording of this Agreement for a period of [NUMBER] years.

5. COVENANTS & RESTRICTIONS

5.1 Maintenance and Repair

(a) Grantee’s Duties. Grantee shall maintain, repair, and, if necessary, replace improvements within the Easement Area at Grantee’s sole cost and in accordance with the Maintenance Standard.
(b) Grantor’s Duties. Grantor shall not interfere unreasonably with the Easement or the Permitted Use and shall maintain adjoining areas to prevent impairment of the Easement.
(c) Damage. Grantee shall promptly repair any damage to the Servient Estate caused by Grantee’s exercise of the Easement, restoring affected areas to substantially the same condition as before such damage.

5.2 Compliance & Permits

Each Party shall, at its own cost, obtain and maintain all permits, licenses, and approvals required for its activities within or affecting the Easement Area.

5.3 Insurance

Grantee shall maintain, at its own cost, (i) commercial general liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate, naming Grantor as an additional insured, and (ii) such other insurance as is customary for similarly situated easements.

5.4 Notice & Cooperation

The Parties shall provide one another with prompt written notice of any claim, litigation, or governmental action relating to the Easement and shall cooperate in good faith in the defense or settlement thereof.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following constitutes an “Event of Default”:
(a) A Party’s material breach of this Agreement that continues unremedied for [30] days after receipt of written notice specifying the breach;
(b) A Party’s insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings that are not dismissed within [90] days; or
(c) Repeated minor breaches collectively constituting a material impairment of the other Party’s rights.

6.2 Remedies

Upon an Event of Default, the non-defaulting Party may:
(a) seek specific performance, injunctive relief, or other equitable remedies without posting bond;
(b) pursue actual damages (subject to Section 7.3);
(c) recover all costs of enforcement, including reasonable attorneys’ fees; and
(d) pursue any other remedy available at law or in equity.

6.3 Cure Periods

If cure cannot reasonably be completed within the applicable cure period, a default shall be deemed cured if the defaulting Party commences cure within such period and diligently prosecutes the same to completion.

7. RISK ALLOCATION

7.1 Indemnification

(a) By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor and its Affiliates, and their respective directors, officers, employees, and agents (collectively, “Grantor Indemnitees”) from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to (i) Grantee’s exercise of the Easement, (ii) Grantee’s breach of this Agreement, or (iii) Grantee’s negligence or willful misconduct.
(b) By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its Affiliates, and their respective directors, officers, employees, and agents (collectively, “Grantee Indemnitees”) from and against any and all Losses arising out of or relating to (i) Grantor’s breach of this Agreement, or (ii) Grantor’s negligence or willful misconduct.
(c) Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim; failure to so notify shall not relieve the indemnifying Party except to the extent prejudiced.

7.2 Insurance Primary; Waiver of Subrogation

Insurance required herein shall be primary and non-contributory. Each Party waives, and shall cause its insurers to waive, subrogation rights against the other Party.

7.3 Limitation of Liability

Except for a Party’s obligations under Section 7.1 or arising from gross negligence or willful misconduct, each Party’s aggregate liability under this Agreement shall be limited to actual, direct damages not to exceed $[AMOUNT] (the “Actual Damages Cap”). Neither Party shall be liable for punitive, consequential, or speculative damages.

7.4 Survival

The indemnity, defense, and limitation-of-liability provisions shall survive expiration or termination of this Agreement.

7.5 Force Majeure

A “Force Majeure Event” means any event beyond a Party’s reasonable control (including acts of God, war, terrorism, epidemics, governmental action, and natural disasters) that prevents or delays performance. Affected obligations (excluding payment obligations) shall be tolled for the duration of the Force Majeure Event, provided the affected Party gives notice within [10] days of its onset and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes hereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

8.2 Forum Selection

Each Party irrevocably submits to the exclusive jurisdiction of the state courts of the Commonwealth of Massachusetts sitting in [COUNTY] County (and, if applicable, the United States District Court for the District of Massachusetts) for any action arising out of this Agreement.

8.3 Arbitration (Optional)

If [SELECT: “elected” / “not elected”] by mutual written agreement after a dispute arises, any dispute may be resolved by binding arbitration under the then-current [AAA] Construction Industry Arbitration Rules. The seat of arbitration shall be Boston, Massachusetts.

8.4 Jury Trial Waiver (Optional)

[If elected:] EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Specific Performance

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement; therefore, specific performance and injunctive relief are appropriate remedies.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument executed by the Parties. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

9.2 Assignment; Successors and Assigns

(a) Grantee may assign this Agreement only with Grantor’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, no consent is required for an assignment to Grantee’s Affiliate or to a successor-in-interest of the Dominant Estate.
(b) This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.3 Severability

If any provision is held invalid or unenforceable, the remainder shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

9.4 Entire Agreement

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

9.5 Counterparts; Electronic Signatures

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) are deemed originals.

9.6 Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when (i) delivered by hand, (ii) sent by recognized overnight courier with confirmed delivery, or (iii) sent by certified mail, return receipt requested, to the addresses set forth in the Document Header (or such other address as a Party may designate by notice).

10. EXECUTION BLOCK

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

Acknowledgments (Massachusetts Form)

Commonwealth of Massachusetts
County of [COUNTY], ss. [DATE]

On this ___ day of _____, 20, before me, the undersigned notary public, personally appeared [NAME], proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as [TITLE] of [ENTITY]**.

Notary Public: ____
My Commission Expires: __

[// GUIDANCE: Repeat acknowledgment block for each signatory as required.]

11. EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of Servient Estate
• Exhibit B – Depiction/Survey of Easement Area
• Exhibit C – Insurance Requirements (Optional)
• Schedule 1 – Permitted Encumbrances (if any)

[// GUIDANCE:
1. Insert legal description and survey prepared by a Massachusetts licensed professional land surveyor.
2. Confirm Registry book & page references before recording.
3. Verify that any mortgagee of the Servient Estate subordinates its interest or executes a mortgagee consent.
4. If the Dominant Estate is registered (Land Court) land, use the Land Court form of acknowledgment and recording cover sheet.
5. For conservation, solar, or utility-specific[// GUIDANCE (continued):
5. For conservation, solar, or utility-specific easements, confirm and incorporate any additional statutory requirements (e.g., M.G.L. ch. 184 §§ 31–33 for conservation restrictions, or Department of Public Utilities approvals for certain utility easements).]