EASEMENT AGREEMENT
(Minnesota)
[// GUIDANCE: This template is intentionally comprehensive. Delete inapplicable bracketed language, adjust defined terms, and add schedules/exhibits (e.g., surveys, legal descriptions) prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Grant of Easement
- Consideration
- Scope, Use & Restrictions
- Maintenance & Repairs
- Term; Termination Procedures
- Recording & Further Assurances
- Representations & Warranties
- Covenants
- Insurance
- Indemnification; Liability Allocation
- Default; Remedies
- Dispute Resolution
- General Provisions
- Execution Block
- Notarial Acknowledgment
- Exhibits
1. DOCUMENT HEADER
THIS EASEMENT AGREEMENT (this “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:
• [GRANTOR LEGAL NAME], a [Minnesota □ corporation / □ limited liability company / □ individual / □ other] (“Grantor”); and
• [GRANTEE LEGAL NAME], a [Minnesota □ corporation / □ limited liability company / □ individual / □ other] (“Grantee”).
Grantor is the fee simple owner of certain real property located in [COUNTY], Minnesota, legally described on Exhibit A (the “Property”). Grantor desires to grant, and Grantee desires to accept, the Easement (as defined below) upon the terms and conditions herein.
2. DEFINITIONS
The following terms shall have the meanings set forth below:
“Adequate Records” – All maintenance logs, inspection reports, and relevant correspondence pertaining to the Easement Area maintained in the ordinary course.
“Applicable Law” – All present and future federal, state, county, and local statutes, ordinances, regulations, and common-law principles governing the Parties or the Easement, including but not limited to Minnesota real estate and recording law.
“Effective Date” – As set forth in the Document Header.
“Easement” – The non-exclusive, [□ appurtenant / □ in gross] [□ affirmative / □ negative] easement rights granted under Section 3.
“Easement Area” – The portion of the Property burdened by the Easement, depicted on Exhibit B and more particularly described on Exhibit C.
“Force Majeure Event” – Any cause beyond the reasonable control of a Party, including acts of God, fire, flood, war, terrorism, governmental orders, or labor disputes, that prevents such Party’s performance.
“Parties” – Collectively, Grantor and Grantee; “Party” means either of them.
“Purpose” – [e.g., ingress/egress, utility installation, drainage, conservation] as detailed in Section 5.
3. GRANT OF EASEMENT
3.1 Grant. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor hereby grants to Grantee and Grantee’s successors and assigns a perpetual Easement over, under, upon, across, and through the Easement Area for the Purpose.
3.2 Nature. The Easement is [□ perpetual / □ term-limited as provided in Section 7.1], runs with the land, and binds Grantor, its successors and assigns.
3.3 Rights Included. Without limiting the foregoing, the Easement includes the right to:
a. Construct, install, replace, operate, inspect, maintain, repair, and remove [DESCRIBE IMPROVEMENTS];
b. Reasonably access the Easement Area from public rights-of-way or over the Property; and
c. Remove vegetation and other obstructions interfering with permitted activities.
3.4 No Public Rights. Nothing herein grants the general public any right of access.
4. CONSIDERATION
Grantee shall pay Grantor [MONETARY AMOUNT] on or before the Effective Date (the “Consideration”). Failure to timely pay the Consideration constitutes an Event of Default under Section 13.
5. SCOPE, USE & RESTRICTIONS
5.1 Permitted Use. Grantee shall use the Easement solely for the Purpose and in compliance with Applicable Law.
5.2 Prohibited Acts. Grantee shall not:
a. Use the Easement Area for any purpose inconsistent with the Purpose;
b. Store hazardous materials, except customary quantities necessary for the Purpose and handled per law; or
c. Create liens or encumbrances against the Property.
5.3 Grantor Reserved Rights. Grantor reserves all rights not expressly granted, including the right to use the Easement Area so long as such use does not unreasonably interfere with Grantee’s rights.
5.4 Alterations. Structural alterations within the Easement Area require Grantor’s prior written consent, which shall not be unreasonably withheld.
6. MAINTENANCE & REPAIRS
6.1 Grantee Obligations. Grantee, at its sole cost, shall maintain the Easement Area and all Improvements in good order, promptly repair damage, and restore disturbed surfaces substantially to pre-existing condition.
6.2 Grantor Obligations. Grantor has no maintenance obligations except for damage caused by Grantor or its agents.
6.3 Inspection. Upon 48-hours’ notice, Grantor may inspect the Easement Area and Adequate Records, provided such inspection shall not unreasonably disrupt Grantee’s operations.
7. TERM; TERMINATION PROCEDURES
7.1 Term. The Easement is [□ perpetual / □ for ___ years from the Effective Date (the “Term”)].
7.2 Termination Events. The Easement shall terminate:
a. By mutual written instrument duly executed and recorded;
b. Automatically upon expiration of the Term (if term-limited);
c. By Grantee’s express recorded release;
d. Upon abandonment evidenced by both (i) non-use for five (5) consecutive years and (ii) written notice from Grantor recorded after such period; or
e. Pursuant to a final, non-appealable court order.
7.3 Effect of Termination. Upon termination, Grantee shall, within 90 days:
a. Remove Improvements unless Grantor elects in writing to retain them;
b. Restore the Easement Area; and
c. Execute and deliver a recordable termination/release document.
Obligations accruing prior to termination survive.
[// GUIDANCE: Minnesota recognizes abandonment only with clear intent; include a recorded notice to avoid ambiguity.]
8. RECORDING & FURTHER ASSURANCES
8.1 Recording. The Parties shall record this Agreement (or a memorandum thereof) and all amendments, assignments, and termination instruments in the official records of the county where the Property is located. Recording costs are borne by [□ Grantee / □ Grantor / □ split equally].
8.2 Further Assurances. Each Party shall execute and deliver any additional documents reasonably required to effectuate the Purpose or to correct recording errors.
[// GUIDANCE: Minnesota recording requires a notarial acknowledgment and legal description. Attach Exhibits A, B, and C.]
9. REPRESENTATIONS & WARRANTIES
9.1 Mutual. Each Party represents and warrants that:
a. It has full power and authority to execute and perform this Agreement;
b. The execution of this Agreement does not violate any other agreement binding on it; and
c. This Agreement constitutes a valid and binding obligation enforceable against it.
9.2 Grantor Additional Representations. Grantor further represents that:
a. Grantor holds marketable fee title to the Property free of liens or encumbrances that would prevent the grant of the Easement; and
b. No litigation or condemnation proceeding is pending that would adversely affect the Easement.
9.3 Survival. All representations and warranties survive execution and recording and continue until the later of (i) two (2) years after termination or (ii) final resolution of any pending claim.
10. COVENANTS
10.1 Compliance with Laws. Each Party shall comply with Applicable Law in connection with its activities under this Agreement.
10.2 Notice of Claims. A Party receiving written notice of any claim relating to the Easement shall notify the other Party within ten (10) days.
10.3 Environmental Matters. Grantee shall not introduce Hazardous Substances (as defined under Applicable Law) into the Easement Area, except as incidental to the Purpose and in compliance with law. Grantee shall remediate any release caused by it.
11. INSURANCE
11.1 Coverage. Grantee shall maintain, at its sole cost:
a. Commercial general liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate; and
b. [If applicable] Workers’ compensation, automobile liability, and umbrella coverage as required by law.
11.2 Certificates. Grantee shall deliver certificates evidencing coverage upon request. Policies shall name Grantor as additional insured.
12. INDEMNIFICATION; LIABILITY ALLOCATION
12.1 Indemnification by Grantee. Grantee shall indemnify, defend, and hold harmless Grantor and its affiliates, successors, and assigns from and against any claim, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of (a) Grantee’s use of the Easement, (b) breach of this Agreement by Grantee, or (c) negligent or wrongful acts or omissions of Grantee or its agents.
12.2 Indemnification by Grantor. Grantor shall indemnify, defend, and hold harmless Grantee from and against any claim arising out of Grantor’s breach or negligent acts in the Easement Area.
12.3 Liability Cap. Except for (i) indemnified liabilities, (ii) willful misconduct, or (iii) liabilities that cannot be limited by law, each Party’s aggregate liability under this Agreement is limited to direct, actual damages not to exceed [$_] per occurrence and [$_] in the aggregate. Consequential, incidental, and punitive damages are disclaimed.
13. DEFAULT; REMEDIES
13.1 Events of Default. A Party is in default if it:
a. Fails to perform any material covenant within thirty (30) days after written notice (ten [10] days for monetary defaults); or
b. Becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of involuntary bankruptcy not dismissed within 60 days.
13.2 Remedies. Upon default, the non-defaulting Party may:
a. Seek specific performance, injunctive relief, or damages;
b. Cure the default at the defaulting Party’s expense; and
c. Recover attorneys’ fees and costs incurred enforcing this Agreement.
13.3 Cumulative Rights. Remedies are cumulative and not exclusive.
14. DISPUTE RESOLUTION
14.1 Governing Law. This Agreement is governed by Minnesota law, without regard to conflict-of-laws principles.
14.2 Forum Selection. The state courts located in [COUNTY], Minnesota, shall have exclusive jurisdiction, and each Party irrevocably submits to such venue.
14.3 Arbitration. [□ The Parties elect not to arbitrate disputes. / □ Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat in Minnesota.]
14.4 Jury Waiver. [□ EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. / □ (intentionally omitted).]
14.5 Injunctive/Specific Performance. Each Party acknowledges that monetary damages may be inadequate; therefore, equitable relief, including specific performance, is an appropriate remedy without bond to the extent permitted by law.
15. GENERAL PROVISIONS
15.1 Amendments & Waivers. Any amendment or waiver must be in writing, signed by all Parties, and recorded. A waiver of one breach is not a waiver of other breaches.
15.2 Assignment. Grantee may assign this Agreement only with Grantor’s prior written consent, except that Grantee may assign to (a) an affiliate, or (b) a successor by merger or asset transfer, upon notice to Grantor. Any assignee shall assume all obligations herein.
15.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
15.4 Severability. Invalid provisions are severed and the remainder enforced to the fullest extent permitted.
15.5 Entire Agreement. This Agreement, including Exhibits, constitutes the entire agreement and supersedes all prior understandings.
15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (each deemed an original) and delivered electronically, which are deemed originals.
15.7 Notices. Notices must be in writing and delivered (a) by hand, (b) certified U.S. mail (return receipt requested), (c) nationally recognized overnight courier, or (d) email with delivery confirmation, to the addresses set forth below (or as later changed by notice). Notice is effective upon receipt or refusal.
15.8 Force Majeure. Performance is excused during, and the time for performance extended by, any Force Majeure Event, provided the affected Party gives prompt notice and uses reasonable diligence to remove the cause.
16. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Easement Agreement as of the Effective Date.
GRANTOR:
[GRANTOR LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ____
GRANTEE:
[GRANTEE LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ____
17. NOTARIAL ACKNOWLEDGMENT
State of Minnesota )
County of ___ ) ss.
On this _ day of _, 20__, before me, a Notary Public within and for said County, personally appeared ____, known to me to be the person(s) who executed the foregoing instrument on behalf of [GRANTOR LEGAL NAME] and acknowledged that said instrument was executed as the free act and deed of said entity.
Notary Public
My Commission Expires: ____
[Duplicate acknowledgment for Grantee.]
[// GUIDANCE: Minnesota notarial certificates must comply with Minn. Stat. ch. 358.]
18. EXHIBITS
• Exhibit A – Legal Description of Property
• Exhibit B – Survey/Diagram of Easement Area
• Exhibit C – Metes and Bounds Description of Easement Area
• Exhibit D – Insurance Requirements (if expanded)
• Exhibit E – Environmental Protocols (optional)
[// GUIDANCE: Attach accurate legal descriptions and surveys. Double-check that Exhibit references in the body align with attached materials. Update insurance limits and other numeric placeholders to client-approved levels.]