Easement Agreement

EASEMENT AGREEMENT

[County], New Hampshire
Effective Date: [___]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement & Description of Premises
4. Consideration
5. Rights & Obligations of the Parties
6. Maintenance, Repairs & Alterations
7. Representations & Warranties
8. Covenants & Restrictions
9. Default & Remedies
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

THIS EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date set forth above, by and between:

• [GRANTOR LEGAL NAME], a [state & entity type] with a mailing address of ☐ (“Grantor”); and

• [GRANTEE LEGAL NAME], a [state & entity type] with a mailing address of ☐ (“Grantee”).

Grantor and Grantee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Grantor is the fee simple owner of certain real property located in the County of [________________________________], State of New Hampshire, more particularly described in Exhibit A attached hereto and made a part hereof (the “Servient Parcel”).
B. Grantee desires to obtain, and Grantor is willing to grant, a[n] [select: non-exclusive / exclusive] [select: access / utility / drainage / conservation / other] easement burdening a portion of the Servient Parcel for the benefit of [appurtenant parcel description OR “the Grantee in gross”] (the “Dominant Parcel”), upon the terms and conditions set forth herein.
C. The Parties intend that this Agreement operate as a deed conveying an interest in real estate and be recorded in the registry of deeds for each county in which the Easement Area lies. Under RSA 477:3-a and :7, recording protects the Easement against later bona fide purchasers and other third parties.

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

Capitalized terms have the meanings set forth below or elsewhere in this Agreement (definitions appear alphabetically):

“Actual Damages” means direct, out-of-pocket losses provably incurred, excluding incidental, consequential, indirect, speculative, punitive, or exemplary damages.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, permits, recorded restrictions, and common-law duties governing the Easement Area and the Permitted Use.

“Easement Area” means that portion of the Servient Parcel described in Exhibit B and graphically depicted on the plan attached as Exhibit C.

“Emergency” means a sudden, unexpected occurrence posing imminent threat of material property damage or personal injury that requires immediate action.

“Force Majeure Event” has the meaning provided in Section 10.4.

“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 10.1.

“Permitted Use” means the uses expressly authorized in Section 3.2.

“Term” is defined in Section 3.4.

3. GRANT OF EASEMENT & DESCRIPTION OF PREMISES

3.1 Grant

Grantor hereby grants and conveys to Grantee, its successors and assigns, a [select: perpetual / fixed-term] [select: non-exclusive / exclusive] easement over, across, under, and through the Easement Area for the Permitted Use (the “Easement”), together with the rights ancillary and necessary to exercise the Easement, subject to the terms of this Agreement.

3.2 Permitted Use

The Easement may be used solely for:
(a) [Access: ingress and egress by motor vehicle and on foot];
(b) [Utilities: installation, operation, maintenance, repair, replacement, relocation, and removal of underground/overhead utilities, including electric, telecommunications, water, sewer, and gas lines];
(c) [Drainage: conveyance of stormwater and installation/maintenance of drainage improvements]; and
(d) [Other: __________________________________].

3.3 Location & Relocation

3.3.1 The Easement Area is conclusively established by Exhibit B and Exhibit C.
3.3.2 With Grantee’s prior written consent (not to be unreasonably withheld), Grantor may relocate the Easement Area at Grantor’s cost, provided the relocation does not materially impair Permitted Use and a recordable amendment describing the new location is executed and recorded.

3.4 Term; Termination

(a) Term: Unless earlier terminated, the Easement shall [select: be perpetual / commence on the Effective Date and expire on __________ (“Expiration Date”)].
(b) Agreed or Adjudicated Termination: The Easement may be terminated only by (i) a written release executed and acknowledged by the holder of the benefited interest and recorded in every applicable registry of deeds; (ii) a written, acknowledged, and recorded agreement executed by the owners of the benefited and burdened interests; (iii) expiration of a fixed term expressly selected in subsection (a); or (iv) a final court order determining termination under applicable law and recorded in every applicable registry.
(c) Breach Does Not Unilaterally Extinguish Easement: A material breach may support damages or court-ordered relief under Section 9, but neither Party may extinguish the recorded Easement merely by recording a unilateral notice of termination.
(d) Condemnation: If any governmental authority condemns all or substantially all of the Easement Area so as to render its continued use impracticable, the Easement shall terminate as to the portion taken, with compensation allocated pursuant to Applicable Law.

4. CONSIDERATION

4.1 Easement Fee. Grantee shall pay Grantor [lump-sum amount] on the Effective Date.

4.2 Reimbursement of Taxes. Grantee shall, within thirty (30) days of invoice, reimburse Grantor for any incremental increases in real property taxes expressly attributable to the Easement Area, as evidenced by the County tax assessor’s allocation.

4.3 Recording and Transfer-Tax Costs. Grantee shall pay the recording fees and deed surcharge under RSA 478:17-g. The Parties shall identify whether the conveyance is taxable or exempt under RSA chapter 78-B, truthfully state the consideration or exemption, and allocate the parties' respective transfer-tax payments as required by law.

5. RIGHTS & OBLIGATIONS OF THE PARTIES

5.1 Grantor’s Reserved Rights. Grantor reserves the right to use the Easement Area for any purpose that does not unreasonably interfere with the Permitted Use, including installing landscaping and improvements outside marked travel lanes or utility corridors.

5.2 Access & Safety. Grantee shall provide at least forty-eight (48) hours’ prior notice before entering the Easement Area for non-routine work, except in an Emergency. Personnel shall comply with Grantor’s reasonable safety and security protocols.

5.3 Compliance with Law. Each Party shall perform under this Agreement in material compliance with Applicable Law and shall obtain and maintain all permits required for its activities within the Easement Area.

6. MAINTENANCE, REPAIRS & ALTERATIONS

6.1 Routine Maintenance. Grantee is solely responsible for maintaining the Easement Area (including surface restoration) in a clean, orderly, and safe condition consistent with industry standards.

6.2 Damage to Servient Parcel. Grantee shall promptly repair or restore any damage to the Servient Parcel caused by Grantee’s exercise of the Easement to a condition reasonably comparable to pre-disturbance condition.

6.3 Alterations. Material alterations to grade, drainage patterns, or load-bearing capacity require Grantor’s prior written approval, which shall not be unreasonably withheld.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Authority. Each Party represents that (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to execute and deliver this Agreement; and (c) such execution and delivery do not violate any governing document or agreement binding on the Party.

7.2 Grantor’s Title. Grantor represents that it holds fee simple title to the Servient Parcel, free and clear of monetary liens or encumbrances that would materially impair the Easement.

7.3 No Implied Title Warranty. Except for the express representations in this Section, no covenant of title is implied merely from use of the word “grant,” consistent with RSA 477:24.

8. COVENANTS & RESTRICTIONS

8.1 Non-Interference. Grantor covenants not to erect any structure or allow any activity within the Easement Area that materially impedes the Permitted Use.

8.2 Insurance. Each Party shall maintain, at its own expense, commercial general liability insurance with limits not less than $[1,000,000] per occurrence/$[2,000,000] aggregate, naming the other Party as an additional insured as its interests may appear. Evidence of coverage shall be provided upon request.

8.3 Notice of Claims. A Party receiving notice of any third-party claim involving the Easement Area shall notify the other Party in writing within ten (10) days.

9. DEFAULT & REMEDIES

9.1 Events of Default. A “Default” occurs if a Party materially breaches an enforceable covenant of this Agreement and fails to cure within the Cure Period. Filing or becoming a debtor in a bankruptcy or insolvency proceeding is not by itself a Default; the effect of such a proceeding is governed by applicable law.

9.2 Notice & Cure. The non-defaulting Party shall provide written notice specifying the nature of the breach. The defaulting Party has thirty (30) days to cure (the “Cure Period”), or such longer period as reasonably necessary if cure cannot be completed within thirty (30) days and the defaulting Party diligently proceeds.

9.3 Remedies. Upon Default, the non-defaulting Party may:
(a) seek specific performance or injunctive relief;
(b) recover Actual Damages; and
(c) exercise any other remedy available at law or equity.

9.4 Costs and Attorney Fees. Each Party bears its own attorney fees unless a court awards fees under a specifically applicable statute, rule, or other enforceable ground. Recoverable court costs are determined by applicable law.

10. RISK ALLOCATION

10.1 Indemnification

Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its affiliates, directors, officers, employees, and agents (each an “Indemnified Party”) from and against all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising out of (a) the Indemnifying Party’s negligence or willful misconduct, or (b) breach of this Agreement, except to the extent caused by the Indemnified Party’s negligence or willful misconduct.

10.2 Available Damages

Damages, if any, are determined under the enforceable covenants of this Agreement and applicable law. This Agreement does not waive a remedy for interference with the real-property interest, damage to property, personal injury, fraud, reckless or intentional misconduct, or relief that cannot lawfully be waived.

10.3 Force Majeure

Neither Party is liable for delay or failure to perform caused by acts of God, war, terrorism, civil commotion, pandemic, governmental action, or any other event beyond the reasonable control of the affected Party (“Force Majeure Event”), provided the affected Party gives prompt notice and resumes performance as soon as practicable.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement is governed by and shall be construed under the laws of the State of New Hampshire, without regard to conflicts-of-law principles.

11.2 Forum. A proceeding affecting title to or use of the Easement shall be brought in a New Hampshire court with subject-matter and territorial jurisdiction over the property and the requested relief. Complete the county only after confirming the governing venue rule and the location of every affected parcel.

11.3 Optional Arbitration. [Check one and delete the other]
☐ The Parties agree to submit any dispute not resolved informally within forty-five (45) days to binding arbitration administered by [AAA/JAMS] in accordance with the provider's current arbitration rules applicable to the transaction and identified in this Agreement. Judgment on the award may be entered in any court of competent jurisdiction.
☐ The Parties do not elect arbitration.

11.4 Equitable Relief. A Party may request specific performance or injunctive relief when the legal standards for that relief are satisfied. This clause does not predetermine entitlement, waive bond or security requirements, or limit the court's discretion.

12. GENERAL PROVISIONS

12.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and executed by the Party against whom enforcement is sought.

12.2 Entire Agreement. This Agreement, together with all exhibits, constitutes the entire agreement between the Parties concerning the Easement and supersedes all prior agreements, whether written or oral.

12.3 Assignment. Grantee may not assign this Agreement without Grantor’s prior written consent, which shall not be unreasonably withheld; provided, however, consent is not required for assignment to (i) an affiliate of Grantee, or (ii) a successor in interest to the Dominant Parcel, so long as the assignee assumes all obligations herein in writing.

12.4 Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intended purpose.

12.5 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

12.6 Counterparts and Electronic Transactions. This Agreement may be executed in counterparts. Electronic records and signatures may be used only if the Parties have agreed to conduct this transaction electronically under RSA 294-E:5. Electronic execution does not dispense with the acknowledgment, notarial-certificate, recording-format, or registry-submission requirements applicable to a conveyance of real estate.

12.7 Notices. All notices must be in writing and delivered (a) by certified U.S. Mail, return receipt requested, (b) nationally recognized overnight courier, or (c) email with confirmation of receipt, to the addresses set forth above (or such other address as a Party designates by notice). Notice is deemed given upon receipt or refusal of delivery.

13. 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: _____________________________

Grantor mailing address: [________________________________]

GRANTEE

[GRANTEE LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________

Grantee mailing address: [________________________________]

NOTARY ACKNOWLEDGMENT

State of New Hampshire )
County of [________________________________] )

This instrument was acknowledged before me on [__/__/____] by [NAME OF SIGNER] as [TYPE OF AUTHORITY] of [NAME OF PARTY ON WHOSE BEHALF THE INSTRUMENT WAS EXECUTED].

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

__________________________________
Notarial Officer
My Commission Expires: ____________

EXHIBIT A – LEGAL DESCRIPTION OF SERVIENT PARCEL

[Insert full metes and bounds or lot reference.]

EXHIBIT B – LEGAL DESCRIPTION OF EASEMENT AREA

[Insert detailed description; reference survey bearings, widths, and stationing.]

EXHIBIT C – EASEMENT PLAN

[Attach engineered or surveyed plan, recordable size and format per Registry requirements.]

SOURCES AND REFERENCES

• New Hampshire General Court, RSA Chapter 477: https://gc.nh.gov/rsa/html/XLVIII/477/477-mrg.htm
• New Hampshire General Court, RSA Chapter 478: https://gc.nh.gov/rsa/html/XLVIII/478/478-mrg.htm
• New Hampshire General Court, RSA Chapter 78-B: https://gc.nh.gov/rsa/html/V/78-B/78-B-mrg.htm
• New Hampshire General Court, RSA Chapter 456-B: https://gc.nh.gov/rsa/html/XLII/456-B/456-B-mrg.htm
• New Hampshire General Court, RSA Chapter 294-E: https://gc.nh.gov/rsa/html/XXVII/294-E/294-E-mrg.htm