[TRUST NAME]

Irrevocable Trust Agreement

Drafted pursuant to Chapter 736, Florida Statutes (Florida Trust Code)

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Parties.
This Irrevocable Trust Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among:
(a) [SETTLOR NAME], an individual with an address at [ADDRESS] (“Settlor”);
(b) [TRUSTEE NAME], [individual | Florida corporation | Florida limited liability company], with an address at [ADDRESS] (“Trustee”); and
(c) the persons identified in Schedule A hereto as current beneficiaries (each, a “Beneficiary” and, collectively, the “Beneficiaries”).

1.2 Name of Trust.
The trust created by this Agreement shall be known as the [TRUST NAME] (the “Trust”).

1.3 Declaration of Trust and Consideration.
Settlor, in consideration of the mutual covenants herein and the transfer of the property described in Schedule B (the “Trust Estate”), hereby irrevocably delivers, assigns, and conveys the Trust Estate to Trustee to hold in trust, subject to the terms and conditions set forth herein.

1.4 Governing Law.
This Agreement and the Trust created hereby shall be governed by and construed in accordance with the laws of the State of Florida, including without limitation the Florida Trust Code, ch. 736, Fla. Stat. (“FTC”).

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms in the singular include the plural and vice-versa.

“Accounting Period” – Each calendar year ending December 31, or such shorter period as may be required upon termination of the Trust.

“Affiliate” – With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Beneficial Interests” – The equitable interests of the Beneficiaries in the Trust Estate as determined under Article 3.

“Code” – The Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Dispositive Event” – An event described in § 3.4 triggering a distribution.

“Person” – Any natural person, corporation, partnership, limited liability company, trust, estate, or other legal entity.

“Trust Assets Cap” – The limitation of liability described in § 7.2.

[// GUIDANCE: Add or delete terms to align with customized provisions.]

3. OPERATIVE PROVISIONS

3.1 Irrevocability.
(a) Settlor expressly declares the Trust to be irrevocable. Settlor shall have no power, whether alone or in conjunction with others, to alter, amend, revoke, or terminate the Trust, in whole or in part, except as expressly permitted under § 3.1(b).
(b) Limited Reformation. Trustee, with the written consent of all Beneficiaries and upon favorable ruling or non-adverse determination from the Internal Revenue Service (IRS), may reform administrative provisions solely to avoid unintended tax consequences, provided no change shall modify any Beneficiary’s vested Beneficial Interests.

3.2 Trust Purpose.
The purpose of the Trust is to (i) preserve and administer the Trust Estate for the benefit of the Beneficiaries, (ii) provide for distributions as set forth herein, and (iii) effectuate Settlor’s estate, asset-protection, and tax-planning objectives.

3.3 Funding.
Upon execution, Settlor conveys the property described in Schedule B to Trustee. Trustee shall issue a written receipt to Settlor acknowledging transfer. Additional property may be added only with Trustee’s written consent.

3.4 Distributions.
(a) Mandatory Income Distributions. Commencing on the Effective Date, Trustee shall distribute all net income, at least annually, to the Beneficiaries in the proportions specified in Schedule A.
(b) Principal Distributions. Trustee may distribute principal for a Beneficiary’s health, education, maintenance, or support (“HEMS Standard”) upon Trustee’s independent discretion.
(c) Dispositive Events. Upon the earliest to occur of: (i) Beneficiary attaining [AGE]; (ii) death of Beneficiary; or (iii) termination date in § 3.6, Trustee shall distribute that Beneficiary’s remaining share outright per stirpes.

3.5 Spendthrift Provision.
No Beneficiary shall have the power to anticipate, alienate, encumber, or transfer Beneficial Interests, and such interests shall not be subject to claims of creditors or marital dissolution equitable distribution, to the fullest extent permitted by §§ 736.0501–.0507, Fla. Stat.

3.6 Termination.
Unless earlier terminated under § 6.3, the Trust shall terminate on the date that is twenty-one (21) years after the death of the last survivor of the descendants of Settlor living on the Effective Date. Upon termination, Trustee shall distribute the remaining Trust Estate per § 3.4(c).

3.7 Tax Status and Elections.
(a) Grantor Trust Waiver. The Trust is intended to be a non-grantor trust. Settlor shall not retain any power described in §§ 671-679 of the Code.
(b) Generation-Skipping Transfer (GST) Exemption. Settlor directs Trustee to allocate GST exemption under § 2631(b) of the Code to the extent advisable.
(c) Tax Reporting. Trustee shall obtain an EIN, file Form 1041 annually, and furnish Schedule K-1 to each Beneficiary.

4. REPRESENTATIONS & WARRANTIES

4.1 Settlor’s Representations.
(a) Capacity. Settlor is of legal age and sound mind and has full authority to transfer the Trust Estate.
(b) No Encumbrances. The Trust Estate is free and clear of liens except as disclosed on Schedule B.
(c) Compliance. Execution of this Agreement does not violate any court order or contract binding upon Settlor.

4.2 Trustee’s Representations.
(a) Due Authority. Trustee has full power to act as trustee hereunder.
(b) No Conflict. Trustee is not party to any agreement or subject to any order that would conflict with Trustee’s duties.
(c) Fiduciary Duty. Trustee acknowledges fiduciary obligations under the FTC and common law.

4.3 Survival.
All representations and warranties shall survive the execution of this Agreement and may be relied upon by Beneficiaries.

5. COVENANTS & RESTRICTIONS

5.1 Trustee Covenants.
(a) Prudent Administration. Trustee shall administer the Trust in good faith, in accordance with §§ 736.0801–.0817, Fla. Stat., and the prudent investor rule (§ 518.11, Fla. Stat.).
(b) Accounting. Trustee shall provide annual accountings within 60 days after each Accounting Period end.
(c) Recordkeeping. Trustee shall maintain complete records for not less than six (6) years.

5.2 Investment Restrictions.
Trustee may invest in any asset class permitted by law, subject to the prudent investor rule and any additional guidelines in Schedule C.

5.3 Beneficiary Notifications.
Trustee shall furnish each qualified Beneficiary with notice of trust existence, identity of Trustee, and right to request portions of the trust instrument within 60 days after Effective Date, as required by § 736.0813, Fla. Stat.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Material breach of fiduciary duty by Trustee.
(b) Failure of Trustee to provide required accountings within 90 days after written demand.

6.2 Notice & Cure.
Beneficiaries shall give Trustee written notice specifying the default. Trustee shall have 30 days to cure, unless the breach is incapable of cure.

6.3 Remedies.
(a) Removal & Replacement. Upon incurable default, a majority in interest of Beneficiaries may petition the state probate court to remove Trustee and appoint a successor under § 736.0706, Fla. Stat.
(b) Surcharge. Beneficiaries may seek damages equal to loss or depreciation of the Trust Estate caused by Trustee’s breach.
(c) Termination. Court-supervised termination per § 736.0410, Fla. Stat. if continuation not in best interests of Beneficiaries.

6.4 Attorneys’ Fees & Costs.
In any proceeding arising under this Agreement, the prevailing party shall recover reasonable attorneys’ fees and costs from the non-prevailing party, notwithstanding the “American Rule,” subject to § 736.1004, Fla. Stat.

7. RISK ALLOCATION

7.1 Indemnification of Trustee.
(a) General. Trustee, and its Affiliates, officers, directors, members, managers, employees, and agents (collectively, the “Indemnified Parties”), shall be indemnified and held harmless out of the Trust Estate from and against any loss, liability, claim, damage, or expense (including reasonable attorneys’ fees) arising out of the administration of the Trust, except to the extent resulting from the Trustee’s willful misconduct or gross negligence.
(b) Procedure. Any indemnity payment shall be advanced by the Trust upon written request, secured by the Indemnified Party’s undertaking to repay if ultimately adjudicated not entitled to indemnification.

7.2 Limitation of Liability.
Liability of the Trustee and Indemnified Parties shall in all events be limited to, and enforceable only against, the Trust Estate (the “Trust Assets Cap”); no personal liability shall attach, except for willful misconduct or gross negligence.

7.3 Insurance.
Trustee may purchase and maintain fiduciary liability insurance, the premiums of which shall be paid from the Trust Estate.

7.4 Force Majeure.
Trustee shall not be liable for failure to perform caused by acts of God, war, epidemic, governmental action, or other events beyond Trustee’s reasonable control.

8. DISPUTE RESOLUTION

8.1 Governing Law.
Florida law governs, without regard to conflict-of-law rules.

8.2 Forum Selection.
Exclusive jurisdiction and venue shall lie in the Probate Division of the [COUNTY] Circuit Court, State of Florida.

8.3 Optional Arbitration.
[OPTIONAL—DELETE IF NOT ELECTED] Any dispute may, upon written agreement of all parties, be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver.
[INTENTIONALLY OMITTED—PROBATE MATTERS ARE NON-JURY UNDER FLORIDA LAW.]

8.5 Injunctive Relief.
Nothing herein shall limit the right of any party to seek temporary, preliminary, or permanent injunctive or other equitable relief from the probate court to enforce trust terms or protect the Trust Estate.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers.
Subject to § 3.1, this Agreement may be amended only by (i) written instrument executed by Trustee and all Beneficiaries, and (ii) court approval if required by law. No waiver shall be effective unless in writing and signed by the party waiving.

9.2 Assignment.
Beneficial Interests are non-assignable except as expressly provided herein. Trustee may resign and assign its duties only in accordance with § 736.0705, Fla. Stat.

9.3 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

9.4 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 accomplish the parties’ intent.

9.5 Entire Agreement.
This Agreement, including all schedules, constitutes the entire agreement among the parties with respect to the Trust and supersedes all prior agreements, written or oral.

9.6 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (e.g., via PDF or DocuSign) shall be deemed originals.

10. EXECUTION BLOCK

Executed and delivered as of the Effective Date.

WITNESSES

(Required for testamentary dispositions pursuant to § 732.502, Fla. Stat. and recommended for all trusts.)

1. _________ (Witness 1)
2. _________ (Witness 2)

NOTARY ACKNOWLEDGMENT

State of Florida )
County of [COUNTY] )

The foregoing instrument was acknowledged before me this ___ day of _, 20_, by [SETTLOR NAME] and [TRUSTEE NAME], who are personally known to me or have produced _______ as identification.

Notary Public, State of Florida
Name: ____
My Commission Expires: __

SCHEDULE A – Beneficiaries & Percentages

SCHEDULE B – Trust Estate Description

[List cash, securities, real estate legal descriptions, insurance policies, or other assets being transferred.]

SCHEDULE C – Investment Guidelines (Optional)

[Articulate any socially responsible investing screens, concentration limits, or delegation parameters.]

[// GUIDANCE:
1. Review Florida tax implications with client’s CPA; consider FL intangible tax and federal gift/GST issues.
2. Confirm asset re-titling to Trustee is completed post-execution.
3. Evaluate need for separate property agreements if Settlor is married.
4. Revisit indemnity scope if professional corporate trustee is engaged.
]