IRREVOCABLE TRUST AGREEMENT

State of North Dakota

[// GUIDANCE: This template is intentionally comprehensive. Delete or edit bracketed language before execution. Verify all statutory cross-references and tax filings with current North Dakota counsel.]

DOCUMENT HEADER

Parties
This Irrevocable Trust Agreement (“Trust Agreement”) is made as of [EFFECTIVE DATE] (the “Effective Date”) by and among:

1. [SETTLOR FULL LEGAL NAME], residing at [ADDRESS] (“Settlor”); and
2. [TRUSTEE FULL LEGAL NAME], [individual / ND-chartered trust company / national bank], having its principal office at [ADDRESS] (“Trustee”).

The persons listed on Schedule A (each, a “Beneficiary,” and collectively, the “Beneficiaries”) shall have the beneficial interests described herein.

Recitals

A. Settlor desires to establish an irrevocable trust under the laws of the State of North Dakota for the benefit of the Beneficiaries.
B. Settlor is transferring the property listed on Schedule B (the “Initial Trust Property”) to Trustee, to be held, administered, and distributed pursuant to this Trust Agreement.
C. Trustee is willing to accept the Trust Property and to act as trustee subject to the terms and conditions of this Trust Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants herein and other valuable consideration, the parties agree as follows:

TABLE OF CONTENTS

I. Definitions
II. Establishment & Funding
III. Irrevocability
IV. Beneficial Interests & Distributions
V. Trustee Powers & Duties
VI. Tax Matters
VII. Representations & Warranties
VIII. Covenants & Restrictions
IX. Default & Remedies
X. Risk Allocation
XI. Dispute Resolution
XII. General Provisions
XIII. Execution Block
Schedules & Exhibits

[// GUIDANCE: Update page numbers or provide automated TOC in final formatting.]

I. DEFINITIONS

For ease of reference, capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms.

“Accounting Period” – Each calendar year ending December 31, unless Trustee elects another fiscal year permitted by law.
“Adjustment Power” – The power described in Section V.2(g).
“Applicable Law” – All North Dakota statutes, regulations, and common law governing trusts, and all applicable federal law, as amended from time to time.
“Beneficiary” – As defined in the preamble and further identified on Schedule A.
“Distribution Standard” – The standard set forth in Section IV.1 for discretionary distributions.
“Force Majeure Event” – An event described in Section X.4.
“Income” and “Principal” – Determined in accordance with the North Dakota Uniform Principal and Income Act, as modified by Section V.2(f).
“Initial Trust Property” – Property described in Schedule B and all additions.
“Trust” – The irrevocable trust created by this Trust Agreement, known as “[FULL TRUST NAME]”.
“Trust Estate” – All assets, income, and proceeds held at any time by Trustee under this Trust Agreement.
“Trustee” – The person or entity acting from time to time as trustee, including any Successor Trustee.

II. ESTABLISHMENT & FUNDING

2.1 Creation. Settlor hereby establishes the Trust and transfers the Initial Trust Property to Trustee, receipt of which Trustee acknowledges.

2.2 Additional Contributions. Trustee may accept additional property from Settlor or any other person, subject to the terms of this Trust Agreement and Applicable Law.

2.3 Separate Shares. Trustee may divide the Trust Estate into separate shares or trusts when required or advisable for tax efficiency, compliance, or Beneficiary protection.

III. IRREVOCABILITY

3.1 Irrevocable Intent. This Trust is irrevocable from and after the Effective Date. Settlor expressly waives any right, power, or authority to amend, revoke, or terminate the Trust in whole or in part, except as provided in Section XII.2 (judicial or non-judicial modification permitted under Applicable Law).

3.2 Settlor’s Retained Powers. Except as expressly stated herein, Settlor retains no interest or power that would render the Trust revocable, grantor-controlled, or includable in Settlor’s estate for estate-tax purposes.

[// GUIDANCE: Confirm with tax counsel whether limited retained powers (e.g., a qualified power of appointment) are acceptable given Settlor’s tax objectives.]

IV. BENEFICIAL INTERESTS & DISTRIBUTIONS

4.1 Distribution Standard. During the lifetime of each Beneficiary, Trustee may, in Trustee’s sole and absolute discretion, distribute to or for the benefit of such Beneficiary such amounts of Income and/or Principal as Trustee deems advisable for the Beneficiary’s health, education, maintenance, or support (“HEMS”), taking into account other resources known to Trustee.

4.2 Mandatory Termination. Unless previously distributed, each Beneficiary’s trust share shall terminate upon the earlier of (a) the Beneficiary’s attaining [AGE] years, or (b) full distribution of that share, whereupon remaining assets shall be distributed outright to the Beneficiary or, if deceased, to the Beneficiary’s descendants per stirpes, or as otherwise provided in Schedule A.

4.3 Spendthrift Protection. The interest of any Beneficiary shall not be alienated, assigned, anticipated, pledged, or subjected to claims of creditors, to the maximum extent permitted by Applicable Law.

4.4 Rights of Beneficiaries.
(a) Notice: Trustee shall provide each current Beneficiary with annual statements and other notices required under Applicable Law.
(b) Information: Upon written request, a Beneficiary may obtain copies of the Trust Agreement, annual accounts, and relevant records, subject to reasonable confidentiality protections.
(c) Enforcement: Any Beneficiary may seek judicial or equitable relief for breach of trust, subject to Section XI (Dispute Resolution).

V. TRUSTEE POWERS & DUTIES

5.1 General Fiduciary Duties. Trustee shall administer the Trust in good faith, in accordance with its terms and Applicable Law, in the sole interests of the Beneficiaries.

5.2 Specific Powers. Without limiting general powers under Applicable Law, Trustee may:

(a) Invest and reinvest in any prudent investment, using the standards of the North Dakota Uniform Prudent Investor Act;
(b) Retain non-income-producing assets or closely held business interests;
(c) Employ and compensate agents, advisors, and custodians;
(d) Borrow, encumber, or pledge Trust Estate assets;
(e) Compromise claims;
(f) Adjust between Income and Principal and make equitable allocations;
(g) Exercise the “power to adjust” or convert to a unitrust payout if permitted by law;
(h) Delegate investment functions consistent with fiduciary standards; and
(i) Perform all acts reasonably necessary or appropriate to administer the Trust.

5.3 Duty to Account. Trustee shall render at least annual written accounts to each qualified Beneficiary, showing receipts, disbursements, and property on hand.

5.4 Trustee Compensation. Trustee is entitled to [STATUTORY / PERCENTAGE / NEGOTIATED] compensation and reimbursement of reasonable expenses from the Trust Estate.

5.5 Removal & Appointment.
(a) Removal: Settlor (if living and competent) or a majority in interest of the adult Beneficiaries may remove any Trustee upon [30] days’ notice.
(b) Successor Trustee: Upon vacancy, [NAME ORDER OR MECHANISM] shall serve. Each Successor Trustee shall have all rights, powers, and duties of the original Trustee.

VI. TAX MATTERS

6.1 Grantor Trust Status. [SELECT ONE]
(a) ☐ Intended Grantor Trust. The Trust shall be treated as a grantor trust for income-tax purposes under Subchapter J of the Internal Revenue Code.
(b) ☐ Non-Grantor Trust. The Trust shall be a separate taxable entity; Trustee shall obtain a separate TIN and file Form 1041.

6.2 Income Tax Reporting. Trustee shall prepare and file all federal, state, and local tax returns, elections, and informational reports required by law.

6.3 State Income Tax. North Dakota recognizes trust residency based on fiduciary control. Trustee shall monitor the situs and exercise of trust administration to manage North Dakota income-tax exposure.

6.4 Gift & Estate Tax. Settlor understands that transfers to this Trust constitute completed gifts for federal gift-tax purposes and that the Trust assets will not be included in Settlor’s gross estate, absent retained powers contrary to Section III.

[// GUIDANCE: Obtain a contemporaneous Form 709 gift-tax return if required. Verify any generation-skipping transfer tax allocations.]

VII. REPRESENTATIONS & WARRANTIES

7.1 Settlor. Settlor represents that:
(a) Settlor has full legal capacity to execute and deliver this Trust Agreement and to transfer the Initial Trust Property;
(b) Transfer of the Initial Trust Property does not violate any agreement or court order binding on Settlor; and
(c) The assets transferred are free and clear of liens, except as disclosed on Schedule B.

7.2 Trustee. Trustee represents that:
(a) Trustee has the authority and capacity to serve;
(b) Trustee is not disqualified under Applicable Law; and
(c) Trustee will administer the Trust in accordance with this Trust Agreement and fiduciary standards.

7.3 Survival. The representations and warranties in this Article VII shall survive the execution of this Trust Agreement.

VIII. COVENANTS & RESTRICTIONS

8.1 Settlor Covenants. Settlor shall execute all documents and take all actions reasonably requested by Trustee to vest legal title to the Trust Estate in Trustee.

8.2 Trustee Covenants. Trustee shall:
(a) Keep accurate books and records;
(b) Maintain insurance described in Section X.3;
(c) Furnish required tax information to Beneficiaries; and
(d) Give prompt notice of any material litigation or governmental inquiry involving the Trust.

8.3 Beneficiary Covenants. Beneficiaries shall not interfere with Trustee’s administration and shall provide Trustee with information reasonably requested for tax reporting or compliance purposes.

IX. DEFAULT & REMEDIES

9.1 Events of Default. Each of the following is an “Event of Default”:
(a) Trustee’s willful misconduct, gross negligence, or material breach of fiduciary duty;
(b) Failure of Trustee to render required accounts within [60] days after written request;
(c) Bankruptcy or incapacity of Trustee without appointment of a Successor Trustee;
(d) Violation of Section III (Irrevocability) or Section VIII (Covenants) by any party.

9.2 Notice & Cure. A party alleging an Event of Default shall give written notice specifying the default. Trustee shall have [30] days to cure, unless cure is impossible or futile.

9.3 Remedies. Upon an uncured Event of Default, a Beneficiary or co-trustee may:
(a) Seek removal of the Trustee and appointment of a Successor Trustee;
(b) Obtain injunctive relief to prevent further breach;
(c) Recover damages from the Trust Estate (subject to Article X); and
(d) Pursue any other remedy available at law or in equity.

9.4 Attorneys’ Fees. The prevailing party in any action to enforce this Trust Agreement shall be entitled to reasonable attorneys’ fees and costs, payable from the Trust Estate unless the court directs otherwise.

X. RISK ALLOCATION

10.1 Trustee Indemnification. To the fullest extent permitted by Applicable Law, Trustee, and its affiliates, officers, directors, employees, and agents (each, an “Indemnified Party”) shall be indemnified and held harmless out of the Trust Estate against all liabilities, losses, claims, damages, and expenses, except to the extent arising from the Indemnified Party’s willful misconduct or gross negligence.

10.2 Limitation of Liability. No Indemnified Party shall be liable for any act or omission taken in good faith under this Trust Agreement, and any liability shall be limited to the assets of the Trust Estate; no personal assets of any Indemnified Party shall be subject to collection.

10.3 Insurance. Trustee may procure fiduciary liability insurance, premiums payable from the Trust Estate, to cover potential claims.

10.4 Force Majeure. No party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemic, or changes in law, provided that the affected party gives prompt notice and resumes performance as soon as practicable.

XI. DISPUTE RESOLUTION

11.1 Governing Law. This Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of North Dakota, without regard to conflict-of-law principles.

11.2 Forum Selection. Exclusive jurisdiction and venue for any judicial proceeding concerning the Trust or Trustee, including accountings, shall lie in the [COUNTY] District Court, Probate Division, State of North Dakota (the “Probate Court”).

11.3 Optional Arbitration. [SELECT ONE]
(a) ☐ Arbitration Elected. Any dispute that the Probate Court determines is subject to binding arbitration shall be resolved by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, seated in [CITY, ND]. Judgment on the award may be entered in the Probate Court.
(b) ☐ Arbitration Not Elected. All disputes shall remain within the exclusive jurisdiction of the Probate Court.

11.4 Jury Waiver. To the extent a civil jury trial might otherwise be available, each party waives such right; however, this waiver shall not apply to matters within the exclusive jurisdiction of the Probate Court where jury trial is unavailable as a matter of law.

11.5 Injunctive Relief. Notwithstanding any other provision, Trustee or any Beneficiary may seek temporary, preliminary, or permanent injunctive relief from the Probate Court to protect Trust assets or enforce fiduciary duties.

XII. GENERAL PROVISIONS

12.1 Amendments & Waivers. Except as provided in Section III, this Trust Agreement may be amended only (a) by court order under Applicable Law, or (b) by a non-judicial settlement agreement signed by all interested persons under Applicable Law. No waiver shall be effective unless in writing.

12.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall nevertheless remain in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

12.3 Successors & Assigns. This Trust Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. No party may assign rights or delegate obligations except as expressly permitted herein or by law.

12.4 Entire Agreement. This Trust Agreement, together with its Schedules and any subsequent written instruments executed in accordance herewith, constitutes the entire agreement and supersedes all prior understandings with respect to the subject matter.

12.5 Counterparts; Electronic Signature. This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., PDF, DocuSign) shall be effective for all purposes.

XIII. EXECUTION BLOCK

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

[// GUIDANCE: Insert additional signature blocks for co-trustees, if any.]

ACKNOWLEDGMENT

State of North Dakota )
County of ___ ) ss.

On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [SETTLOR NAME] and [TRUSTEE NAME], known to me or satisfactorily proven to be the persons whose names are subscribed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.

Notary Public
My commission expires: _______

SCHEDULE A – BENEFICIARIES

SCHEDULE B – INITIAL TRUST PROPERTY

1. Cash: $__ transferred by wire on [DATE] to Account No. ___ at [INSTITUTION].
2. Marketable Securities: [LIST]
3. Real Property: [LEGAL DESCRIPTION]
4. Other: [DESCRIBE]

[// GUIDANCE: Attach deeds or assignment documents as separate exhibits.]

END OF DOCUMENT