EASEMENT AGREEMENT
(State of Maine)
[// GUIDANCE: This template is drafted to comply with Maine real-property law, including the recording requirements of Me. Rev. Stat. Ann. tit. 33, § 201 (2023). Replace every bracketed ALL-CAPS placeholder before use and confirm consistency with the final transaction details.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties
THIS EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:
• [GRANTOR LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE], having an address at [ADDRESS] (“Grantor”); and
• [GRANTEE LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE], having an address at [ADDRESS] (“Grantee”).
Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
1.2 Recitals
A. Grantor is the fee simple owner of certain real property located in the County of [COUNTY], State of Maine, more particularly described in Exhibit A attached hereto and made a part hereof (the “Servient Estate”).
B. Grantee is the fee simple owner of certain real property located in the County of [COUNTY], State of Maine, more particularly described in Exhibit B attached hereto (the “Dominant Estate”).
C. Grantee has requested, and Grantor has agreed to grant, an easement over, under, across, and through a portion of the Servient Estate for the purposes set forth herein, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Ten Dollars ($10.00) 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 have the meanings set forth below. Terms defined herein include the singular and plural and the masculine, feminine, and neuter, as the context requires.
“Actual Damages” means direct, out-of-pocket damages and excludes consequential, incidental, punitive, exemplary, and special damages.
“Applicable Law” means all federal, state, and local statutes, ordinances, regulations, and judicial decisions that govern the subject matter of this Agreement, including without limitation Me. Rev. Stat. Ann. tit. 33.
“Easement” has the meaning set forth in Section 3.1.
“Easement Area” means the area described in Exhibit C.
“Encumbrance” means any lien, claim, charge, or other encumbrance of any nature.
“Force Majeure Event” has the meaning set forth in Section 7.4.
“Maintenance Standard” means the standard of repair and maintenance described in Section 3.4.
“Notice” has the meaning set forth in Section 9.4.
“Recording Act” means Me. Rev. Stat. Ann. tit. 33, § 201 (2023), as amended.
[// GUIDANCE: Add additional defined terms here in alphabetical order if specialized terminology is introduced later.]
3. OPERATIVE PROVISIONS
3.1 Grant of Easement
Subject to the terms and conditions of this Agreement, Grantor hereby grants, bargains, sells, conveys, and confirms to Grantee, its successors and assigns, a(n) [TYPE OF EASEMENT—E.G., PERPETUAL NON-EXCLUSIVE ACCESS/UTILITY/DRAINAGE] easement over, under, across, and through the Easement Area (the “Easement”) together with all rights reasonably necessary or convenient for Grantee’s use and enjoyment of the Dominant Estate.
3.2 Nature and Duration
(a) Type. The Easement is [SELECT: Appurtenant / In Gross].
(b) Term. The Easement is [PERPETUAL / TERM-LIMITED TO ___ YEARS FROM EFFECTIVE DATE], unless sooner terminated pursuant to Section 3.7.
3.3 Permitted Uses
Grantee may use the Easement solely for the following purposes:
1. [DESCRIBE PERMITTED USE, e.g., “vehicular and pedestrian ingress and egress”];
2. [ADDITIONAL USES, e.g., “installation, maintenance, repair, and replacement of underground utility lines”].
3.4 Maintenance; Restoration
(a) Maintenance Standard. Grantee shall maintain, repair, and restore the Easement Area in a good, safe, and orderly condition, consistent with first-class [DESCRIBE] facilities in the State of Maine.
(b) Cost Allocation. All maintenance and restoration costs shall be borne by [SELECT: Grantee / Grantor / shared %-%].
3.5 Improvements
Grantee may construct improvements within the Easement Area only in substantial compliance with plans approved in writing by Grantor, such approval not to be unreasonably withheld, conditioned, or delayed.
3.6 Access by Grantor
Grantor reserves the right to use the Easement Area for any purpose not inconsistent with Grantee’s rights hereunder, provided such use does not materially interfere with Grantee’s Permitted Uses.
3.7 Termination
The Easement shall terminate upon the earliest to occur of:
1. Written Release. The execution and recording of a written release signed by Grantee.
2. Merger. Common ownership of the Dominant Estate and Servient Estate.
3. Abandonment. Abandonment by Grantee as established under Maine law.
4. Expiration. The expiration of the stated term (if term-limited).
5. Condemnation. Total condemnation of the Easement Area.
[// GUIDANCE: Section 3.7 tracks Maine termination doctrines; modify if Parties desire additional or fewer termination events.]
3.8 Conditions Precedent
The effectiveness of this Agreement is conditioned upon (a) execution and proper acknowledgment by all Parties, and (b) recording in the [COUNTY] Registry of Deeds in accordance with the Recording Act.
4. REPRESENTATIONS & WARRANTIES
4.1 By Grantor
(a) Title. Grantor has good and marketable title to the Servient Estate, free and clear of all Encumbrances except those of record.
(b) Authority. Grantor has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.
(c) No Conflict. The execution and delivery of this Agreement does not violate any agreement or Applicable Law binding on Grantor.
4.2 By Grantee
(a) Authority. Grantee has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.
(b) Due Diligence. Grantee has independently verified that the Easement is suitable for the Permitted Uses.
4.3 Survival. All representations and warranties shall survive the execution, delivery, and recording of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Compliance with Law. Each Party shall comply with all Applicable Law in exercising its rights and performing its obligations hereunder.
5.2 Environmental Covenants. Grantee shall not use hazardous substances within the Easement Area except in compliance with Applicable Law and shall indemnify Grantor for any environmental liability arising therefrom.
5.3 Insurance. Grantee shall maintain, at its sole expense, (i) commercial general liability insurance with minimum limits of [AMOUNT] per occurrence, naming Grantor as an additional insured, and (ii) such other insurance as a reasonably prudent owner of comparable property in Maine would maintain.
5.4 Notice and Cure. A Party asserting a breach of any covenant shall give Notice to the breaching Party specifying the nature of the breach. The breaching Party shall have [___] days to cure, except in cases of emergency where immediate action is required.
6. DEFAULT & REMEDIES
6.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default”:
(a) Failure to perform any material obligation under this Agreement within the applicable cure period;
(b) Any representation or warranty proving materially false when made;
(c) Bankruptcy, insolvency, or receivership of either Party.
6.2 Remedies. Upon an Event of Default, the non-defaulting Party may, in addition to any remedies available at law or equity:
1. Specific Performance. Obtain a decree of specific performance or mandatory injunction;
2. Self-Help. Perform the defaulting Party’s obligations and recover the cost thereof;
3. Attorney Fees. Recover reasonable attorney fees and costs incurred in enforcing this Agreement.
6.3 Notice Requirements. All remedies are conditioned on compliance with Section 5.4 (Notice and Cure).
7. RISK ALLOCATION
7.1 Indemnification
(a) By Grantee. Grantee shall indemnify, defend, and hold harmless Grantor, its affiliates, and their respective officers, directors, managers, members, partners, shareholders, employees, and agents (collectively, the “Grantor Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or relating to (i) Grantee’s use of the Easement, (ii) Grantee’s breach of this Agreement, or (iii) the negligent or wrongful acts or omissions of Grantee.
(b) By Grantor. Grantor shall indemnify, defend, and hold harmless Grantee and its affiliates on a reciprocal basis for Grantor’s negligence or breach.
7.2 Limitation of Liability
EXCEPT FOR (i) INDEMNITY OBLIGATIONS AND (ii) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OTHER THAN ACTUAL DAMAGES.
7.3 Insurance Offset
Any indemnity payment shall be net of insurance proceeds actually received by the Indemnitee.
7.4 Force Majeure
Neither Party shall be liable for failure to perform to the extent such failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemics, governmental actions, strikes, or shortages of materials (“Force Majeure Event”), provided the affected Party gives Notice within ten (10) days of the Force Majeure Event and resumes performance promptly thereafter.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Maine, without regard to conflict-of-laws principles.
8.2 Forum Selection. Exclusive jurisdiction and venue shall lie in the state courts located in [COUNTY] County, Maine.
8.3 Arbitration (Optional). [INCLUDE / OMIT]
[IF INCLUDED:] Any dispute not resolved within thirty (30) days of Notice shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [CITY], Maine before a single arbitrator who is a retired Maine judge or an attorney with at least ten (10) years of real-estate experience. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Waiver (Optional). [INCLUDE / OMIT] Each Party hereby waives its right to a trial by jury in any action arising out of or related to this Agreement.
8.5 Equitable Relief. Notwithstanding anything to the contrary, either Party may seek specific performance, injunctive, or other equitable relief in any court of competent jurisdiction to prevent or curtail any breach of this Agreement.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both Parties and recorded in the Registry of Deeds. No waiver shall be effective unless in writing and signed by the waiving Party.
9.2 Assignment; Binding Effect.
(a) Grantee may not assign this Agreement, in whole or in part, without Grantor’s prior written consent, except to a successor owner of the Dominant Estate.
(b) Subject to the foregoing, this Agreement shall bind and benefit the Parties and their respective heirs, personal representatives, successors, and assigns.
9.3 Severability. If any provision of this Agreement is held invalid, the remainder shall remain in full force, and the invalid provision shall be reformed to achieve its original intent to the maximum extent permitted by law.
9.4 Notices. All notices, consents, demands, or other communications (“Notice”) shall be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. Mail, return receipt requested, postage prepaid, to the addresses set forth in the introductory paragraph (or such other address as either Party may designate by Notice). Notices shall be effective upon receipt or attempted delivery if receipt is refused.
9.5 Integration. This Agreement, together with all attached exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings relating to the Easement.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically (e.g., via PDF) shall be deemed original for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| GRANTOR | GRANTEE |
|---|---|
| ______ | ______ |
| [NAME/TITLE] | [NAME/TITLE] |
| Date: ____ | Date: ____ |
Acknowledgment – State of Maine
State of Maine
County of [COUNTY]
On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [GRANTOR SIGNATORY NAME] [and [GRANTEE SIGNATORY NAME]], proved to me through satisfactory evidence of identification to be the person(s) whose name(s) is/are signed on the preceding or attached document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose.
Notary Public, State of Maine
My Commission Expires: ______
[// GUIDANCE: Maine allows either individual or corporate acknowledgment forms. Insert the correct statutory acknowledgment block if a corporate entity is signing.]
EXHIBIT A
Legal Description of Servient Estate
EXHIBIT B
Legal Description of Dominant Estate
EXHIBIT C
Easement Area (Metes and Bounds Description and Survey Drawing)
[// GUIDANCE: 1) Verify all exhibits before closing. 2) Upon execution, record this Agreement promptly to afford protection under the Recording Act. 3) Where a title insurer is involved, forward a conformed copy post-recording.]