EASEMENT AGREEMENT

(New York – Long-Form Template)

[// GUIDANCE: This template is intended for easements between private parties in New York. All bracketed items must be completed or removed prior to execution. Tailor defined terms, exhibits, and schedules to the specific transaction.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Grant of Easement & Description of Rights
4. Consideration
5. Conditions Precedent
6. Representations & Warranties
7. Covenants & Restrictions
8. Maintenance, Repair & Access Standards
9. Insurance Requirements
10. Indemnification & Liability Allocation
11. Taxes & Assessments
12. Default; Notice & Cure
13. Remedies
14. Term & Termination
15. Dispute Resolution
16. General Provisions
17. Execution Block
18. Exhibits

1. DOCUMENT HEADER

EASEMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [GRANTOR LEGAL NAME], a [ENTITY TYPE & JURISDICTION], having an address at [ADDRESS] (“Grantor”), and [GRANTEE LEGAL NAME], a [ENTITY TYPE & JURISDICTION], having an address at [ADDRESS] (“Grantee”). Grantor and Grantee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
A. Grantor is the fee simple owner of certain real property located in the State of New York more particularly described in Exhibit A attached hereto and made a part hereof (the “Servient Estate”).
B. Grantee is the fee simple owner or lessee of certain real property more particularly described in Exhibit B attached hereto (the “Dominant Estate”).
C. Grantee has requested, and Grantor has agreed to grant, a [TYPE OF EASEMENT — e.g., non-exclusive perpetual access and utility] easement over, across, and under a portion of the Servient Estate on the terms and conditions set forth herein, for the benefit of the Dominant Estate.
D. The Parties intend that this Agreement be recorded in the land records of [COUNTY] County, New York in accordance with N.Y. Real Property Law § 291 in order to provide constructive notice to third parties.

NOW, THEREFORE, in consideration of the mutual covenants herein contained 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 shall have the meanings set forth below. Capitalized terms not defined in this Section 2 shall have the meanings ascribed elsewhere in this Agreement.

“Abandon” or “Abandonment” means the cessation of the Easement’s use by Grantee for its intended purpose for a continuous period of [___] months.

“Actual Damages” means the direct, out-of-pocket losses suffered by a Party, exclusive of consequential, special, incidental, punitive, or exemplary damages.

“Applicable Law” means all federal, state, and local statutes, laws, ordinances, rules, regulations, and orders, including all laws of the State of New York applicable to the Easement.

“Easement Area” means that portion of the Servient Estate depicted in Exhibit C and legally described in Exhibit C-1, together with all subsurface and air rights reasonably necessary for the full enjoyment of the Easement Rights.

“Easement Rights” has the meaning set forth in Section 3.1.

“Effective Termination Date” has the meaning set forth in Section 14.3.

“Event of Default” has the meaning set forth in Section 12.1.

“Force Majeure Event” has the meaning set forth in Section 13.4.

“Governmental Authority” means any federal, state, county, municipal, or other governmental or quasi-governmental entity having jurisdiction over the Parties or the Easement Area.

“Hazardous Materials” means any substance regulated by Applicable Law relating to environmental protection, contamination, or pollution.

3. GRANT OF EASEMENT & DESCRIPTION OF RIGHTS

3.1 Grant.

Grantor hereby grants, sells, conveys, and warrants to Grantee, its successors and permitted assigns, a [select one: perpetual / term-limited], [exclusive / non-exclusive] easement (the “Easement Rights”) [specify: for ingress, egress, utility installation and maintenance, drainage, etc.] over, under, and across the Easement Area, together with the right to:
a. Construct, install, operate, maintain, repair, replace, relocate, and remove [describe facilities, e.g., utility lines, conduits, pavement];
b. Enter upon the Easement Area at reasonable times upon [__] business days’ notice, except in emergencies; and
c. Perform any ancillary work reasonably necessary to exercise the foregoing rights.

3.2 Nature & Appurtenance.

The Easement Rights are appurtenant to the Dominant Estate and shall run with the land, binding Grantor and inuring to the benefit of Grantee and their respective successors and permitted assigns.

3.3 Recording & Indexing.

Promptly after execution, the Parties shall cause this Agreement (or a memorandum thereof) to be acknowledged [// GUIDANCE: use NY statutory short form acknowledgment] and recorded in the Office of the [COUNTY] County Clerk pursuant to N.Y. Real Prop. Law § 291. Recording fees and any mortgage tax, if applicable, shall be borne by [select: Grantee / Grantor / split equally].

4. CONSIDERATION

As consideration for the Easement Rights, Grantee shall pay Grantor the sum of [DOLLAR AMOUNT] on or before the Effective Date, receipt of which is hereby acknowledged.

[// GUIDANCE: If consideration is other than cash (e.g., construction or maintenance services), revise accordingly.]

5. CONDITIONS PRECEDENT

The obligations of the Parties are subject to satisfaction or written waiver of the following conditions precedent on or before [DATE]:

a. Title company confirmation that the Easement Rights are insurable without exception other than standard printed exceptions;
b. Receipt of any required consents from lienholders, governmental permits, or homeowners’ associations; and
c. No Event of Default by either Party on or before closing and recording.

Failure of a condition precedent shall render this Agreement null and void, and any consideration paid shall be returned to the paying Party within [___] days, unless otherwise mutually agreed.

6. REPRESENTATIONS & WARRANTIES

6.1 By Grantor. Grantor represents and warrants that:
a. Grantor holds fee simple title to the Servient Estate, free and clear of liens and encumbrances except those of record;
b. Grantor has full power and authority to execute, deliver, and perform this Agreement;
c. The execution and delivery of this Agreement do not violate any agreement or restriction binding on Grantor; and
d. No litigation or condemnation proceeding is pending or threatened that would adversely affect the Easement Area.

6.2 By Grantee. Grantee represents and warrants that:
a. Grantee has full power and authority to execute, deliver, and perform this Agreement;
b. Grantee shall comply with all Applicable Law and obtain all required permits in exercising the Easement Rights; and
c. Grantee shall construct and maintain any Improvements (defined below) in a good and workmanlike manner.

6.3 Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the recording hereof.

7. COVENANTS & RESTRICTIONS

7.1 Use Restrictions. Grantee shall use the Easement Rights solely for the purpose described in Section 3.1 and shall not unreasonably interfere with Grantor’s use of the Servient Estate.

7.2 Improvements.
a. “Improvements” means any tangible improvements placed within the Easement Area by Grantee.
b. Grantee shall obtain Grantor’s prior written consent for Improvements not expressly described in Exhibit C; such consent shall not be unreasonably withheld, conditioned, or delayed.
c. All Improvements shall remain the property of [select: Grantee / Grantor upon installation] unless otherwise agreed.

7.3 Restoration. Upon completion of work within the Easement Area, Grantee shall restore the surface to substantially the same condition as existed immediately prior to such work, reasonable wear and tear and Improvements excepted.

7.4 Compliance & Environmental. Grantee shall not introduce Hazardous Materials into the Easement Area and shall remediate any release caused by its activities in accordance with Applicable Law.

7.5 Notice & Cure. Each Party shall provide the other with written notice of any non-compliance under this Section 7 and a [___]-day opportunity to cure prior to pursuing remedies.

8. MAINTENANCE, REPAIR & ACCESS STANDARDS

8.1 Routine Maintenance. Grantee shall, at its sole cost, keep the Easement Area and Improvements in good order and repair.

8.2 Emergency Access. In an emergency threatening life, property, or the environment, Grantee may enter the Easement Area without prior notice but shall notify Grantor in writing within [__] hours thereafter, detailing the nature of the emergency and remedial actions taken.

8.3 Inspection by Grantor. Grantor may, upon [48] hours’ notice, inspect the Easement Area to confirm compliance, provided such inspection does not unreasonably interfere with Grantee’s use.

9. INSURANCE REQUIREMENTS

Grantee shall maintain at its own expense, throughout the term of this Agreement, the following insurance coverages with insurers authorized to do business in New York:

a. Commercial General Liability: not less than $[___] per occurrence and $[___] aggregate;
b. Workers’ Compensation and Employers’ Liability: statutory limits;
c. Auto Liability (if applicable): $[___] combined single limit; and
d. [Other coverage as appropriate].

Certificates of insurance evidencing such coverage shall be delivered to Grantor prior to commencement of any activity within the Easement Area and upon each renewal. Each policy shall (i) name Grantor as an additional insured, (ii) be primary and noncontributory, and (iii) provide at least 30 days’ prior written notice of cancellation or material change.

10. INDEMNIFICATION & LIABILITY ALLOCATION

10.1 Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates, and their respective directors, officers, managers, members, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all claims, demands, causes of action, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or related to:
a. The Indemnifying Party’s breach of this Agreement; or
b. The negligence or willful misconduct of the Indemnifying Party or its contractors, agents, or invitees,
except to the extent such Losses are caused by the negligence or willful misconduct of an Indemnified Party.

10.2 Limitation of Liability. Notwithstanding anything to the contrary, the liability of either Party under this Agreement shall be limited to Actual Damages. Each Party waives, to the fullest extent permitted by law, any claim for consequential, punitive, exemplary, or special damages.

[// GUIDANCE: If greater protection is desired, include an aggregate liability cap or exclude certain statutory liabilities.]

11. TAXES & ASSESSMENTS

Grantee shall be responsible for any incremental real property taxes or assessments levied directly as a result of the Easement Rights or Improvements. Grantor shall continue to pay all other taxes and assessments attributable to the Servient Estate.

12. DEFAULT; NOTICE & CURE

12.1 Events of Default. Each of the following shall constitute an “Event of Default”:
a. A material breach of any covenant, representation, or warranty herein that is not cured within [30] days after written notice;
b. Failure to pay any monetary obligation when due, if not cured within [10] days after written notice;
c. A party’s insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings; or
d. Abandonment by Grantee as defined herein.

12.2 Cure Periods. If the defaulting Party commences cure within the applicable cure period and diligently prosecutes such cure, the cure period shall be extended for a reasonable time not to exceed [90] days, provided that continuation of the default does not pose an immediate risk of material harm.

13. REMEDIES

13.1 Specific Performance & Injunctive Relief. Given the unique nature of real property rights, the Parties agree that monetary damages may be inadequate and consent to the application of specific performance, declaratory relief, and temporary or permanent injunctive relief to enforce this Agreement, without the necessity of proving inadequacy of monetary damages or posting a bond.

13.2 Termination for Cause. Upon an uncured Event of Default by the other Party, the non-defaulting Party may terminate this Agreement pursuant to Section 14.2, in addition to exercising any other remedy at law or in equity.

13.3 Attorneys’ Fees and Costs. The prevailing Party in any action to interpret or enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

13.4 Force Majeure. Neither Party shall be liable for failure to perform due to acts of God, war, terrorism, civil unrest, governmental action, labor disputes, or other events beyond its reasonable control (“Force Majeure Event”); provided, the affected Party shall (i) promptly notify the other Party, (ii) mitigate the impact, and (iii) resume performance promptly upon cessation of the Force Majeure Event.

14. TERM & TERMINATION

14.1 Term. Unless sooner terminated pursuant to this Section 14, the Easement Rights shall commence on the Effective Date and continue [select: perpetually / until the date that is __ years after the Effective Date].

14.2 Termination for Default. A non-defaulting Party may terminate this Agreement by recording a written notice of termination if an Event of Default remains uncured after the expiration of applicable notice and cure periods.

14.3 Termination by Mutual Agreement or Abandonment. The Parties may terminate this Agreement at any time by written instrument executed and acknowledged by both Parties and recorded in the same manner as this Agreement (“Effective Termination Date”). Grantor may terminate the Easement Rights upon Grantee’s Abandonment, provided Grantor first gives Grantee [30] days’ written notice and opportunity to rebut or cure such Abandonment.

14.4 Recording of Termination Instrument. Upon any termination of this Agreement, the terminating Party (or both Parties, if mutual) shall record a termination instrument in the land records of [COUNTY] County to evidence termination and release of the Easement Rights.

15. DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

15.2 Forum Selection. Except as provided in Section 15.3, any legal action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY] County, New York. Each Party irrevocably submits to the jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

15.3 Arbitration (Optional). [Select one option below and delete the other prior to execution.]

Option A – Arbitration Elected: “Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [CITY], New York before a single arbitrator experienced in real estate law. Judgment on the award may be entered in any court of competent jurisdiction.”

Option B – Arbitration Not Elected: “The Parties agree that arbitration shall not apply to disputes under this Agreement.”

15.4 Jury Trial Waiver (Optional). [If elected, insert:] “EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.”

15.5 Interim Relief. Notwithstanding any agreement to arbitrate, either Party may seek temporary or preliminary injunctive relief or specific performance in any court of competent jurisdiction to preserve the status quo pending arbitration or final judgment.

16. GENERAL PROVISIONS

16.1 Amendment and Waiver. No amendment, modification, or waiver of this Agreement shall be effective unless set forth in a written instrument executed by the Party against whom enforcement is sought. No waiver shall be deemed a continuing waiver or waiver of any subsequent breach.

16.2 Assignment. Grantee may not assign this Agreement or any Easement Rights hereunder without the prior written consent of Grantor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, an assignment to a successor-in-interest to the Dominant Estate shall not require consent but shall require written notice to Grantor and assumption of Grantee’s obligations.

16.3 Successors and Assigns. Subject to Section 16.2, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

16.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable.

16.5 Entire Agreement. This Agreement, together with the Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

16.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed originals for all purposes.

16.7 Further Assurances. The Parties shall, at their own expense, execute and deliver any further instruments and perform any acts reasonably necessary to effectuate the purposes of this Agreement, including execution of acknowledgments, consents, or subordination agreements required by any lender.

17. EXECUTION BLOCK

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

NOTARY ACKNOWLEDGMENTS

[// GUIDANCE: Use the New York statutory short form acknowledgment (N.Y. Real Prop. Law § 309-A for individual or § 309-B for corporation/LLC). Insert appropriate form below.]

Grantor Acknowledgment

State of New York )
County of __ ) ss.:

On the ___ day of _, 20, before me, the undersigned, a Notary Public in and for said State, personally appeared ________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual who executed the foregoing instrument, and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

[Duplicate acknowledgment for Grantee.]

18. EXHIBITS

Exhibit A – Legal Description of Servient Estate
Exhibit B – Legal Description of Dominant Estate
Exhibit C – Easement Area Sketch/Survey
Exhibit C-1 – Metes and Bounds Description of Easement Area
Exhibit D – Schedule of Improvements (if any)

[// GUIDANCE: Prior to recording, verify legal descriptions, obtain lender consents, and ensure compliance with any local filing cover sheet requirements. Do not record drafts or unexecuted versions.]