IRREVOCABLE TRUST AGREEMENT

(Idaho – Title 15 Uniform 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

IRREVOCABLE TRUST AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among:

1. [SETTLOR FULL LEGAL NAME], an individual with an address at [ADDRESS] (“Settlor”);
2. [TRUSTEE FULL LEGAL NAME], a [CAPACITY – INDIVIDUAL / CORPORATE] trustee with an address at [ADDRESS] (“Trustee”); and
3. The persons identified herein as Beneficiaries (collectively, the “Beneficiaries”).

Recitals

A. Settlor desires to establish an irrevocable trust pursuant to Idaho Code Title 15, Chapter 7 (the “Idaho UTC”), for the benefit of the Beneficiaries.
B. Trustee is willing to accept the trusteeship and to hold, manage, and distribute the Trust Estate (as defined below) in accordance with the terms set forth herein.
C. Settlor intends that this Agreement be irrevocable, except as expressly provided under Idaho law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for 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, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Accounting Period” – Each calendar year ending December 31, or such other period designated by Trustee under Section 3.10.

“Applicable Law” – Idaho Code Title 15, Chapter 7, together with all other applicable federal and state statutes, regulations, and revenue rulings.

“Beneficiary” or “Beneficiaries” – Each person or entity identified on Schedule A and any additional or successor beneficiaries entitled to distributions under this Agreement.

“Code” – The Internal Revenue Code of 1986, as amended.

“Dispositive Provisions” – Those terms governing distributions of income and principal as set forth in Section 3.4.

“Fiduciary Duties” – The duties imposed on Trustee by this Agreement and Applicable Law, including loyalty, impartiality, prudence, and administration in good faith.

“GST Tax” – Generation-Skipping Transfer Tax imposed under Chapter 13 of the Code.

“Irrevocability Rules” – The statutory limitations on amendment, modification, or revocation under Idaho UTC §§ 15-7-411 through 15-7-417.

“Trust” or “Trust Estate” – All property transferred to Trustee under Section 3.1, together with all reinvestments, accruals, and proceeds thereof.

3. OPERATIVE PROVISIONS

3.1 Funding of Trust

(a) Concurrently with execution, Settlor hereby irrevocably transfers, conveys, and assigns to Trustee the property described on Schedule B (the “Initial Corpus”), to hold in trust for the uses and purposes herein stated.
(b) Additional property may be added to the Trust Estate by Settlor or any third party with Trustee’s consent, provided no such addition shall alter the status of the Trust as irrevocable.

3.2 Irrevocability

This Trust is irrevocable. Settlor expressly waives all right, power, or authority to alter, amend, revoke, or terminate this Agreement, except as permitted under the Idaho UTC provisions governing modification or termination by consent of all beneficiaries and, if required, court approval.

[// GUIDANCE: Idaho UTC allows modification in limited circumstances (e.g., § 15-7-411). Insert this paragraph if client may later seek flexibility.]

3.3 Trust Purpose

The Trust is established to (i) provide for the health, education, maintenance, and support of the Beneficiaries; (ii) effect inter-generational wealth transfer planning; and (iii) achieve transfer-tax efficiencies consistent with Applicable Law.

3.4 Dispositive Provisions

(a) Income Distributions: During the lifetime of Settlor, all net income shall be accumulated or distributed among the Beneficiaries in Trustee’s sole discretion, taking into account their respective needs.
(b) Principal Distributions: Trustee may distribute principal for Beneficiaries’ health, education, maintenance, or support (“HEMS” standard).
(c) Mandatory Termination: Upon the earlier of (i) [SPECIFIC DATE/EVENT] or (ii) 21 years after the death of the last living descendant of Settlor alive on the Effective Date, Trustee shall distribute all remaining Trust Estate outright and free of trust to the then-living Beneficiaries, per stirpes.

3.5 Spendthrift Provision

No Beneficiary may assign, anticipate, pledge, or encumber any interest under this Trust, and such interest shall not be subject to the claims of creditors or legal process.

3.6 Trustee Powers

Trustee shall have all powers granted by Idaho UTC § 15-7-815 and as otherwise permitted by law, including without limitation the powers to:
1. Invest and reinvest in any property deemed advisable;
2. Employ professionals;
3. Make tax elections;
4. Allocate receipts and disbursements between income and principal;
5. Delegate investment authority under a written delegation agreement.

3.7 Tax Provisions

(a) Grantor Trust Election (Optional): [SELECT YES/NO] – If “YES,” Settlor intends the Trust to be treated as a grantor trust under Code §§ 671–679; Trustee shall take all steps reasonably necessary to preserve such status.
(b) Separate Tax ID: If not a grantor trust, Trustee shall apply for an EIN and file annual fiduciary income tax returns (Form 1041).
(c) GST Allocation: Settlor directs that an amount equal to the GST exemption be allocated to the Trust to achieve a zero inclusion ratio.

[// GUIDANCE: Coordinate with tax counsel/CPA to confirm GST exemption amounts and filing deadlines.]

3.8 Recordkeeping & Reporting

Trustee shall maintain accurate books and records and provide each Beneficiary with (i) annual statements of assets, liabilities, income, and expenses, and (ii) tax information reasonably required to prepare tax returns.

3.9 Beneficiary Rights

(a) Each Beneficiary age 25 or older is entitled to a copy of this Agreement and to annual financial statements.
(b) A Beneficiary may request additional information reasonably related to the administration of the Trust, subject to Trustee’s duty of confidentiality.

3.10 Accounting Period and Fiscal Year

The Trust’s Accounting Period shall be the calendar year unless Trustee elects otherwise and notifies all Beneficiaries.

4. REPRESENTATIONS & WARRANTIES

4.1 Settlor represents and warrants that:
(a) Settlor owns the Initial Corpus free and clear of liens;
(b) Settlor has full legal capacity and authority to execute this Agreement; and
(c) Transfer of the Initial Corpus will not violate any contractual or legal obligations.

4.2 Trustee represents and warrants that:
(a) Trustee is duly qualified and willing to serve;
(b) Trustee understands and accepts all Fiduciary Duties; and
(c) Trustee has obtained any required corporate or regulatory approvals to act.

4.3 Survival. The representations and warranties herein survive execution of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Trustee shall administer the Trust in accordance with Fiduciary Duties and the prudent investor rule.

5.2 Trustee shall furnish notices of material events (e.g., litigation, significant investment losses) to the Beneficiaries within 30 days of occurrence.

5.3 No party may assign rights or delegate obligations under this Agreement except as expressly permitted herein or by court order.

6. DEFAULT & REMEDIES

6.1 Events of Default
(a) Breach of Fiduciary Duties by Trustee;
(b) Failure to provide required reports within 60 days after written notice;
(c) Material misrepresentation in Section 4.

6.2 Cure Period
The defaulting party shall have 30 days after written notice to cure, if curable.

6.3 Remedies
(a) Removal and replacement of Trustee pursuant to Idaho UTC § 15-7-706;
(b) Surcharge against Trustee personally for losses caused by breach;
(c) Injunctive relief from the state probate court to protect the Trust Estate.

6.4 Attorneys’ Fees
The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs, payable from the Trust Estate except in cases of Trustee breach, in which case fees shall be borne personally by Trustee.

7. RISK ALLOCATION

7.1 Indemnification of Trustee
Except in cases of willful misconduct or gross negligence, the Trust Estate shall indemnify and hold Trustee harmless from all claims, liabilities, and expenses incurred in good-faith administration of the Trust.

7.2 Liability Cap
Trustee’s aggregate liability to all parties shall not exceed the aggregate value of the Trust Estate at the time the liability is determined.

7.3 Insurance
Trustee may, at Trust expense, procure errors and omissions insurance in commercially reasonable amounts.

7.4 Force Majeure
Trustee shall not be liable for delays or failures in performance due to acts of God, war, pandemic, or other events beyond reasonable control, provided Trustee acts diligently to mitigate adverse effects.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection
Exclusive jurisdiction and venue for all judicial proceedings shall lie with the [COUNTY] Probate Court of the State of Idaho.

8.3 Optional Arbitration
(a) Any non-probate dispute (e.g., accounting contests) may, upon mutual written agreement, be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.
(b) Arbitration shall not preclude any party from seeking interim injunctive relief in the probate court.

8.4 Jury Waiver
To the fullest extent permitted by law, the parties waive any right to a jury trial in probate matters.

8.5 Injunctive Relief
The probate court shall retain authority to issue temporary, preliminary, and permanent injunctive relief to enforce this Agreement or protect Trust assets.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers
Except as permitted under Section 3.2 and Applicable Law, no amendment or waiver of any provision shall be effective unless in a writing signed by Trustee and all Beneficiaries (or ordered by the court).

9.2 Successors and Assigns
This Agreement binds and benefits the parties and their respective successors and assigns, subject to Section 5.3.

9.3 Severability
If any provision 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 the parties’ intent.

9.4 Entire Agreement
This Agreement constitutes the entire understanding among the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral.

9.5 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by facsimile, PDF, or compliant e-signature platform shall be effective and enforceable.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Irrevocable Trust Agreement as of the Effective Date.

CORPORATE TRUSTEE ACKNOWLEDGMENT (if applicable)

The undersigned officer represents and warrants that he/she is duly authorized to execute this Agreement on behalf of [CORPORATE TRUSTEE NAME].

NOTARY ACKNOWLEDGMENT

[Insert Idaho statutory form of acknowledgment here]

[// GUIDANCE: Idaho generally requires acknowledgment for recordation of real property interests transferred to the Trust. Confirm with local counsel.]

WITNESS ATTESTATION (if desired)

Witness 1 ____ Date _
Witness 2 ____ Date _

SCHEDULE A – BENEFICIARIES

1. [BENEFICIARY NAME, DOB, RELATIONSHIP]
2. …

SCHEDULE B – INITIAL CORPUS

Description of property being transferred, e.g.:
• $[AMOUNT] cash
• [Number] shares of [Company] common stock
• Legal description of real property located at [ADDRESS]

[// GUIDANCE: Review Idaho fiduciary income tax rules, property transfer requirements, and Idaho UTC updates annually to ensure ongoing compliance.]