EASEMENT AGREEMENT
[// GUIDANCE: Insert brief descriptive title, e.g., “Permanent Non-Exclusive Access Easement Agreement”]
TABLE OF CONTENTS
- Document Header
- Definitions
- Grant of Easement
- Easement Purposes, Use & Restrictions
- Consideration & Allocation of Costs
- Conditions Precedent & Subsequent
- Maintenance, Repairs & Utilities
- Representations & Warranties
- Covenants
- Insurance Requirements
- Indemnification
- Limitation of Liability
- Default; Notice & Cure; Remedies
- Term & Termination
- Recording, Title & Further Assurances
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Easement Agreement (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:
Grantor: [LEGAL NAME], a [STATE] [ENTITY TYPE OR “individual”], having a mailing address of [ADDRESS] (“Grantor”); and
Grantee: [LEGAL NAME], a [STATE] [ENTITY TYPE], having a mailing address of [ADDRESS] (“Grantee”).
Grantor and Grantee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
A. Grantor is the fee simple owner of that certain real property located in the County of [COUNTY], State of Wyoming, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Servient Estate”).
B. Grantee desires to obtain, and Grantor is willing to grant, an easement for [PURPOSE; e.g., ingress, egress, utilities] over, under, and across a portion of the Servient Estate as depicted in Exhibit B (the “Easement Area”), all on the terms and conditions set forth herein.
C. The Parties intend for this Agreement to bind the Servient Estate and to be duly recorded in the real property records of [COUNTY] County, Wyoming.
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 capitalized terms have the meanings set forth below. Any term not defined in this Section shall have the meaning ascribed to it elsewhere in this Agreement.
“Actual Damages” – The direct, out-of-pocket damages suffered by a Party, excluding special, consequential, incidental, punitive, exemplary, or speculative damages.
“Appurtenant Easement” – An easement that benefits and burdens real property and runs with the land. [// GUIDANCE: Delete or revise if easement is “in gross.”]
“Easement Area” – That portion of the Servient Estate legally described in Exhibit B.
“Effective Date” – As set forth in the Document Header.
“Force Majeure Event” – An event described in Section 12.4.
“Governing Law” – The laws of the State of Wyoming, without regard to conflicts-of-law principles.
“Indemnitee” and “Indemnitor” – Each has the meaning ascribed in Section 11.
“Term” – The period stated in Section 14.1.
[// GUIDANCE: Add, delete, or modify defined terms to suit the transaction.]
3. GRANT OF EASEMENT
3.1 Grant. Subject to the terms and conditions herein, Grantor hereby grants, bargains, sells, conveys, and warrants to Grantee a [perpetual/term-limited], [exclusive/non-exclusive], [appurtenant/in gross] easement (“Easement”) over, under, and across the Easement Area for the Easement Purposes (defined below), together with the right of ingress to and egress from the Easement Area across the Servient Estate as reasonably necessary to exercise the Easement.
3.2 Acceptance. Grantee accepts the Easement subject to (a) all matters of record; (b) applicable zoning, land use, and building regulations; and (c) the terms of this Agreement.
4. EASEMENT PURPOSES, USE & RESTRICTIONS
4.1 Easement Purposes. The Easement is granted solely for the installation, construction, operation, inspection, maintenance, repair, replacement, relocation, and removal of [describe facilities and uses, e.g., “underground electric utility lines and associated appurtenances”] (collectively, the “Facilities”).
4.2 Use Restrictions.
a. Grantee shall not unreasonably interfere with Grantor’s use of the Servient Estate.
b. Grantor shall not erect or permit any improvement within the Easement Area that materially interferes with Grantee’s use.
c. Hazardous Materials. Neither Party shall use, generate, store, or dispose of Hazardous Materials (as defined by applicable law) within the Easement Area, except as permitted by law and in compliance with Section 9.4.
4.3 Compliance with Laws. Grantee shall, at its sole cost, obtain all permits, licenses, and governmental approvals required for the Facilities and shall comply with all applicable laws, regulations, and ordinances.
5. CONSIDERATION & ALLOCATION OF COSTS
5.1 Consideration. In consideration for the Easement, Grantee shall pay Grantor the sum of [DOLLAR AMOUNT] (“Easement Fee”) within [NUMBER] days after the Effective Date.
5.2 Costs. Unless otherwise provided herein, Grantee shall bear all costs and expenses associated with (a) the design, installation, operation, maintenance, repair, and removal of the Facilities; and (b) the recording of this Agreement.
6. CONDITIONS PRECEDENT & SUBSEQUENT
6.1 Conditions Precedent. The effectiveness of this Agreement is conditioned upon:
a. Receipt of all governmental approvals identified in Exhibit C (if any);
b. Grantor’s receipt of the Easement Fee; and
c. Delivery to the county clerk of fully executed originals for recording.
6.2 Conditions Subsequent. The Easement shall be subject to termination pursuant to Section 14 if Grantee fails to satisfy any continuing obligation or if any Condition Subsequent specified in Exhibit D occurs.
7. MAINTENANCE, REPAIRS & UTILITIES
7.1 Maintenance Standard. Grantee shall maintain the Easement Area and the Facilities in a neat, orderly, and safe condition, consistent with prudent industry practice.
7.2 Repairs & Restoration. Upon completion of any work, Grantee shall promptly restore the Easement Area and any disturbed portion of the Servient Estate to a condition reasonably comparable to its condition immediately prior to such work, ordinary wear and tear excepted.
7.3 Utilities. Grantee shall pay all utility charges serving the Facilities.
8. REPRESENTATIONS & WARRANTIES
8.1 Mutual Representations. Each Party represents and warrants that:
a. It has full power and authority to enter into and perform this Agreement;
b. The execution, delivery, and performance of this Agreement have been duly authorized; and
c. This Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
8.2 Grantor’s Special Warranty. Grantor further represents and warrants that it holds fee simple title to the Servient Estate free of any mortgage, lien, or encumbrance that would unreasonably interfere with the Easement, except as disclosed in Exhibit E.
8.3 Survival. The representations and warranties in this Section shall survive the execution and delivery of this Agreement.
9. COVENANTS
9.1 Non-Interference. Grantor covenants not to interfere with Grantee’s permitted use of the Easement Area.
9.2 Cooperation. Grantor shall, upon reasonable request, execute such further instruments as may be necessary or advisable to carry out the intent of this Agreement.
9.3 Notice of Work. Grantee shall provide Grantor with not less than [NUMBER] days’ prior written notice before commencing any material construction or repair activities.
9.4 Environmental Compliance. Each Party shall comply with all Environmental Laws affecting its activities under this Agreement and shall promptly remediate any release of Hazardous Materials it causes.
10. INSURANCE REQUIREMENTS
10.1 Coverage. Grantee shall maintain, at its sole cost, the following insurance during the Term:
a. Commercial General Liability with limits not less than [AMOUNT] per occurrence and [AMOUNT] aggregate;
b. Workers’ Compensation as required by Wyoming law; and
c. [Other coverage, e.g., Automobile Liability or Environmental Liability, as applicable].
10.2 Certificates. Grantee shall deliver certificates of insurance evidencing the required coverage within [NUMBER] days after the Effective Date and annually thereafter.
11. INDEMNIFICATION
11.1 Indemnity by Grantee. Grantee (“Indemnitor”) shall defend, indemnify, and hold harmless Grantor and its affiliates, successors, and assigns (collectively, “Indemnitees”) from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Grantee’s use of the Easement Area; (b) the installation, operation, maintenance, orremoval of the Facilities; or (c) any breach of this Agreement by Grantee, except to the extent caused by the gross negligence or willful misconduct of an Indemnitee.
11.2 Procedure. The Indemnitee shall promptly notify the Indemnitor of any claim subject to indemnification and shall cooperate in the defense. Failure to give timely notice shall not relieve Indemnitor of its obligations except to the extent prejudiced thereby.
12. LIMITATION OF LIABILITY
12.1 Cap. Except for indemnification obligations under Section 11, willful misconduct, or liabilities that cannot be limited by law, each Party’s aggregate liability under this Agreement shall not exceed Actual Damages.
12.2 Exclusion of Certain Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Survival. This Section shall survive termination of the Agreement.
12.4 Force Majeure. Neither Party shall be liable for failure to perform caused by acts of God, war, terrorism, floods, strikes, or other events beyond its reasonable control (“Force Majeure Event”); provided, that the affected Party promptly notifies the other and resumes performance as soon as practicable.
13. DEFAULT; NOTICE & CURE; REMEDIES
13.1 Events of Default. A Party shall be in default (“Defaulting Party”) if it:
a. Fails to make any payment when due and such failure continues for [NUMBER] days after written notice;
b. Fails to comply with any non-monetary obligation and such failure continues for [NUMBER] days after written notice; or
c. Becomes insolvent or subject to bankruptcy proceedings.
13.2 Remedies. Upon an Event of Default and after expiration of any applicable cure period, the non-defaulting Party may:
a. Seek specific performance or injunctive relief;
b. Exercise any remedies available at law or in equity; and
c. Recover reasonable attorneys’ fees and costs incurred in enforcement.
13.3 Cumulative Remedies. All remedies are cumulative and may be pursued concurrently or separately.
14. TERM & TERMINATION
14.1 Term. Unless earlier terminated as provided below, the Easement shall commence on the Effective Date and shall continue [in perpetuity/until EXPIRATION DATE] (the “Term”).
14.2 Termination. This Agreement may be terminated:
a. By mutual written agreement of the Parties, duly recorded;
b. Automatically upon abandonment of the Easement Area by Grantee for a continuous period of [NUMBER] years, as evidenced by objective facts;
c. Upon expiration of the Term (if term-limited);
d. By either Party upon a material breach that remains uncured after expiration of the cure period under Section 13.1;
e. By condemnation or governmental taking of the Easement Area; or
f. As otherwise provided by applicable Wyoming law.
14.3 Recording of Termination. Upon termination, the terminating Party (or both Parties, if by mutual agreement) shall execute and record a Release and Termination of Easement in the real property records of [COUNTY] County, Wyoming.
15. RECORDING, TITLE & FURTHER ASSURANCES
15.1 Recording. The Parties shall cause this Agreement (and any Exhibits and amendments) to be recorded in the Office of the County Clerk of [COUNTY] County, Wyoming, in compliance with Wyoming recording statutes, including any current address requirements for return of the recorded instrument.
15.2 Title Matters. Grantor agrees to cooperate with Grantee in obtaining, at Grantee’s expense, an ALTA [Easement/Right‐of‐Way] title endorsement or other title assurances reasonably requested by Grantee.
15.3 Further Assurances. The Parties shall execute, acknowledge, and deliver any further documents and instruments reasonably necessary to carry out the purposes and intent of this Agreement.
16. DISPUTE RESOLUTION
16.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Wyoming.
16.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY] County, Wyoming, for any action arising out of or relating to this Agreement, subject to Section 16.3.
16.3 Arbitration (Optional). [// GUIDANCE: If the Parties elect arbitration, replace or supplement the forum clause with the following; otherwise delete.]
a. Any dispute arising under this Agreement shall, at the election of either Party, be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
b. The place of arbitration shall be [CITY], Wyoming.
c. Judgment on the award may be entered in any court of competent jurisdiction.
16.4 Jury Waiver (Optional). [// GUIDANCE: If agreed, include the following sentence.] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.
16.5 Specific Performance. The Parties agree that monetary damages may be inadequate for breach of this Agreement and that specific performance or injunctive relief shall be available as a remedy.
17. GENERAL PROVISIONS
17.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
17.2 Assignment. Grantee may assign its rights and obligations under this Agreement to (a) any successor owner of the dominant estate (if appurtenant) or (b) an affiliate or successor entity, upon written notice to Grantor. Any other assignment requires Grantor’s prior written consent, not to be unreasonably withheld.
17.3 Successors & Assigns. This Agreement shall run with the land and be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
17.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.
17.5 Integration. This Agreement (including all Exhibits) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
17.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and notarizations in compliance with applicable law are deemed original signatures.
18. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Easement Agreement as of the Effective Date.
GRANTOR:
[LEGAL NAME]
By: ____
Name: ____
Title: ____
GRANTEE:
[LEGAL NAME]
By: ____
Name: ____
Title: ____
NOTARY ACKNOWLEDGMENTS
[// GUIDANCE: Insert Wyoming statutory notary acknowledgment blocks for each signatory. Wyoming permits use of the short-form acknowledgment in substantial compliance with Wyo. Stat. § 34-26-102. Include venue (state and county), date, notary signature, seal, and commission expiration.]
EXHIBITS
Exhibit A – Legal Description of Servient Estate
Exhibit B – Depiction / Survey of Easement Area
Exhibit C – Required Governmental Approvals (if any)
Exhibit D – Conditions Subsequent (if any)
Exhibit E – Schedule of Permitted Encumbrances
[// GUIDANCE: For recording, ensure Exhibit A contains a metes-and-bounds or lot-and-block legal description sufficient under Wyoming recording statutes.]