EASEMENT AGREEMENT

(Missouri)

[// GUIDANCE: This template is intended for use in the State of Missouri and is drafted to satisfy Missouri recording and real-property requirements. Verify local (county) recording office formatting rules—e.g., margin sizes, font size, cover sheet requirements—prior to final execution and recordation.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement & Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block & Notary Acknowledgment

1. DOCUMENT HEADER

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

1. [GRANTOR LEGAL NAME], a [ENTITY TYPE / STATE] with its principal address at [ADDRESS] (“Grantor”); and
2. [GRANTEE LEGAL NAME], a [ENTITY TYPE / STATE] with its principal address at [ADDRESS] (“Grantee”).

(Each, a “Party” and together, the “Parties.”)

Recitals

A. Grantor is the fee simple owner of certain real property situated in [COUNTY] County, Missouri, legally described on Exhibit A attached hereto (the “Burdened Property”).
B. Grantee desires to obtain, and Grantor is willing to grant, a(n) [TYPE OF EASEMENT—e.g., Non-Exclusive Access and Utility Easement] over, across, through, and under that portion of the Burdened Property depicted on Exhibit B (the “Easement Area”).
C. The Parties desire to set forth herein their agreement with respect to the Easement.

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, the following terms have the meanings set forth below. Defined terms appear in alphabetical order and apply uniformly throughout.

“Actual Damages” means direct, out-of-pocket losses proven in accordance with Missouri law, excluding consequential, incidental, special, exemplary, or punitive damages.
“Affiliate” means, with respect to any entity, another entity controlling, controlled by, or under common control with such entity.
“Applicable Law” means all federal, state (including, without limitation, Mo. Rev. Stat. §§ 442.010 et seq.), county, and local statutes, ordinances, regulations, and codes governing the Easement or either Party’s activities.
“Easement” has the meaning set forth in Section 3.1.
“Easement Area” has the meaning set forth in Recital B.
“Expiration Date” has the meaning set forth in Section 3.5.
“Force Majeure Event” has the meaning set forth in Section 7.4.
“Permitted Use” has the meaning set forth in Section 3.2.
“Term” has the meaning set forth in Section 3.5.

[// GUIDANCE: Add or remove defined terms as needed for transaction-specific features (e.g., “Construction Standards,” “Utilities,” etc.).]

3. GRANT OF EASEMENT & OPERATIVE PROVISIONS

3.1 Grant. Subject to the terms herein, Grantor hereby grants, bargains, sells, and conveys to Grantee a [perpetual / term-limited], [exclusive / non-exclusive] easement (the “Easement”), together with the right of ingress, egress, and regress, over, under, across, and through the Easement Area for the Permitted Use.

3.2 Permitted Use. The Easement shall be used solely for [describe permitted purposes—e.g., vehicular and pedestrian access, installation, operation, maintenance, repair, replacement, and removal of utility lines and related facilities] (the “Permitted Use”).

3.3 Consideration. In consideration for the Easement, Grantee shall pay Grantor [MONETARY AMOUNT OR “$0 (good and valuable consideration)”] upon execution.

3.4 Construction; Maintenance.
a. Construction Standards. Grantee shall perform all work in a good and workmanlike manner and in compliance with Applicable Law.
b. Restoration. Upon completion of any work, Grantee shall restore the Easement Area and any disturbed portions of the Burdened Property to substantially the same condition as existed before such work, reasonable wear and tear excepted.
c. Maintenance. Grantee shall, at its sole cost, maintain the Easement Area improvements in safe condition.

3.5 Term; Expiration.
a. Perpetual Easement. If perpetual, the Easement shall run with the land and remain in full force unless terminated pursuant to Section 3.6.
b. Term-Limited Easement. If term-limited, the Easement shall commence on the Effective Date and expire on [MONTH/DATE/YEAR] (the “Expiration Date”), unless earlier terminated pursuant to Section 3.6 (the “Term”).

3.6 Termination. The Easement shall terminate upon the earliest to occur of:
i. Abandonment. Abandonment by Grantee as defined under Missouri law.
ii. Merger. The date title to the Easement Area and the easement rights become vested in the same owner.
iii. Mutual Release. Recordation of a written release executed by Grantor and Grantee.
iv. Expiration Date (if applicable).
v. Condemnation. A taking by eminent domain of the Easement Area rendering the Easement impossible to use.
vi. Material Breach. Thirty (30) days after Notice of material breach if uncured (Section 6).

[// GUIDANCE: Missouri generally recognizes extinguishment of easements by abandonment, merger, and express release. Record a termination instrument—often a “Termination of Easement” or “Release”—to clear title.]

3.7 Recording; Priority.
a. Recording. This Agreement (or a memorandum thereof) shall be recorded in the Office of the Recorder of Deeds of [COUNTY] County, Missouri, in accordance with Mo. Rev. Stat. § 442.380.
b. Title Priority. Prior to recording, Grantee may obtain, at its expense, title insurance insuring the Easement in the desired priority position. Grantor shall execute any reasonable subordination, non-disturbance, or attornment instruments as Grantee’s title insurer may require.

3.8 Taxes & Assessments. Grantor shall pay real property taxes on the Burdened Property. Grantee shall pay any taxes or assessments levied solely on Grantee’s improvements within the Easement Area.

4. REPRESENTATIONS & WARRANTIES

4.1 Grantor. Grantor represents and warrants that:
a. Authority. Grantor is duly organized, validly existing, and in good standing, and has full power to execute and perform this Agreement.
b. Title. Grantor holds marketable fee simple title to the Burdened Property, free of liens or encumbrances except those of record.
c. No Conflict. Execution and performance do not violate any agreement binding upon Grantor.

4.2 Grantee. Grantee represents and warrants that:
a. Authority. Grantee is duly organized, validly existing, and in good standing, and has full power to execute and perform this Agreement.
b. Permitted Use. Grantee will use the Easement strictly for the Permitted Use and in compliance with Applicable Law.

4.3 Survival. The representations and warranties shall survive the recording of this Agreement and any transfer of the Burdened Property or the Easement.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Grantee.
a. Compliance with Law. Grantee shall at all times comply with Applicable Law.
b. Insurance. Grantee shall maintain commercial general liability insurance in the minimum amount of [USD AMOUNT] per occurrence naming Grantor as an additional insured.
c. Notice of Work. Grantee shall give Grantor [____] days’ prior written notice before commencing any material work.

5.2 Negative Covenants of Grantee.
a. No Interference. Grantee shall not unreasonably interfere with Grantor’s use of the Burdened Property.
b. Hazardous Materials. Grantee shall not introduce Hazardous Materials in violation of environmental laws.

5.3 Affirmative Covenants of Grantor.
a. Non-Interference. Grantor shall not take any action that unreasonably interferes with Grantee’s rights.
b. Access. Grantor shall provide Grantee with reasonable access to the Easement Area consistent with the Permitted Use.

5.4 Notice & Cure. Except for emergencies, each Party shall provide the other Party with written notice of any alleged breach and a [30]-day opportunity to cure before exercising remedies.

6. DEFAULT & REMEDIES

6.1 Events of Default. A Party’s failure to perform any material obligation, representation, or covenant that remains uncured after expiration of the applicable cure period constitutes a default (“Default”).

6.2 Remedies. Upon Default, the non-defaulting Party may, in addition to any other rights at law or equity:
a. Specific Performance (per Section 8.4).
b. Actual Damages (subject to Section 7.2).
c. Self-Help. Perform the defaulting Party’s obligations and recover costs plus interest at [RATE] % per annum.
d. Terminate the Easement (only if the defaulting Party is Grantee and such default materially frustrates the Easement’s purpose).

6.3 Attorneys’ Fees. The prevailing Party in any action arising hereunder shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification. Each Party (“Indemnitor”) shall indemnify, defend, and hold harmless the other Party, its Affiliates, and their respective officers, directors, agents, and employees (collectively, “Indemnitees”) from and against any third-party claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of (a) Indemnitor’s negligence or willful misconduct, or (b) Indemnitor’s breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of an Indemnitee.

7.2 Limitation of Liability. Except with respect to indemnification obligations, willful misconduct, or amounts recovered under insurance, each Party’s liability is limited to Actual Damages.

7.3 Insurance Requirements. See Section 5.1(b).

7.4 Force Majeure. Neither Party is liable for failure to perform if hindered by an event beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-laws rules.

8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY] County, Missouri (and any appellate court thereof), and each Party irrevocably submits to the personal jurisdiction of such courts.

8.3 Arbitration. The Parties [elect / do not elect] to submit disputes to binding arbitration administered by [AAA / other] in accordance with its Commercial Arbitration Rules. [If elected, include procedural details; if not elected, delete or mark “Reserved.”]

8.4 Jury Waiver. Each Party [waives / does not waive] its right to a trial by jury to the extent permitted by law.

8.5 Injunctive Relief. Each Party acknowledges that a breach may cause irreparable harm for which monetary damages are inadequate, and, accordingly, specific performance or injunctive relief is an appropriate remedy, in addition to any other remedies available.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by both Parties.

9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except Grantee may assign to (a) its Affiliate or (b) a successor in interest to substantially all of Grantee’s assets related to the Permitted Use, provided the assignee assumes all obligations herein.

9.3 Successors & Assigns. Subject to Section 9.2, this Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.4 Severability & Reformation. If any provision is invalid under Applicable Law, the remainder shall be construed to give effect to the Parties’ intent, and the invalid provision reformed to the minimum extent necessary.

9.5 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Parties’ agreement with respect to its subject matter and supersedes all prior agreements or understandings.

9.6 Counterparts & Electronic Signature. This Agreement may be executed in multiple counterparts, each deemed an original and all together constituting one instrument. Electronic signatures shall be deemed originals.

9.7 Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally recognized overnight courier, or (c) deposited in the U.S. mail, certified, return receipt requested, in each case addressed to the respective Party at its address first written above (or such other address as designated by notice).

10. EXECUTION BLOCK & NOTARY ACKNOWLEDGMENT

[// GUIDANCE: Missouri requires notarization for recordable conveyances. Use county-specific acknowledgment form.]

GRANTOR:

[GRANTOR LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ____

GRANTEE:

[GRANTEE LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: ____

STATE OF MISSOURI )

) ss.

COUNTY OF __ )

On this ___ day of _, 20, before me, the undersigned Notary Public, personally appeared ______, who acknowledged himself/herself to be the ____ of ____, and that he/she executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

My Commission Expires: ______

EXHIBIT A

(Legal Description of Burdened Property)

EXHIBIT B

(Depiction / Survey of Easement Area)

[// GUIDANCE: Attach a typed legal description and a survey drawing or scaled sketch. Missouri recorders often reject “illegible” exhibits; confirm legibility standards.]