IRREVOCABLE TRUST AGREEMENT

(Oklahoma – Professionally-Drafted Template)

[// GUIDANCE: Text contained in ALL-CAPS BRACKETS (e.g., [GRANTOR NAME]) is a FILL-IN-THE-BLANK placeholder. Delete guidance comments before finalizing.]

TABLE OF CONTENTS

1. Section I – Document Header
2. Section II – Definitions
3. Section III – Operative Provisions
4. Section IV – Representations & Warranties
5. Section V – Covenants & Restrictions
6. Section VI – Default & Remedies
7. Section VII – Risk Allocation
8. Section VIII – Dispute Resolution
9. Section IX – General Provisions
10. Section X – Execution Block

SECTION I. DOCUMENT HEADER

1.1 Title and Parties
This Irrevocable Trust Agreement (the “Agreement” or “Trust Instrument”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [GRANTOR FULL LEGAL NAME], an individual residing at [ADDRESS] (“Grantor”), and [TRUSTEE FULL LEGAL NAME], whose principal address is [ADDRESS] (“Trustee”).

1.2 Recitals
A. Grantor desires to create an irrevocable trust under the laws of the State of Oklahoma for estate-planning, asset-protection, and other lawful purposes.
B. Trustee is willing to accept the trust and administer it in accordance with the terms set forth herein and the Oklahoma Uniform Trust Code, Title 60 of the Oklahoma Statutes, as amended (collectively, “Oklahoma Trust Law”).
C. Grantor, by execution of this Agreement and concurrent delivery of property described herein, intends to transfer, assign, and convey certain assets to Trustee to hold in trust, subject to the terms and conditions that follow.

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:

SECTION II. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below (words in the singular include the plural and vice-versa unless the context clearly requires otherwise):

“Accounting Period” – Each calendar year ending December 31, or such other fiscal period selected by Trustee consistent with Oklahoma Trust Law.

“Beneficiary(ies)” – Those persons or entities identified in Schedule A, together with any successor or remainder beneficiaries designated pursuant to this Agreement.

“Distribution Committee” – A committee, if appointed under Section V.5, vested with limited distribution authority.

“Grantor” – The person establishing this Trust, as identified in Section I.

“Independent Trustee” – A trustee who is not a “related or subordinate party” within the meaning of Internal Revenue Code (“IRC”) § 672(c).

“Qualified Beneficiary” – As defined under Oklahoma Trust Law, generally a living Beneficiary who, on the date of determination, is a distributee or permissible distributee of trust income or principal.

“Trust” or “Trust Estate” – All property transferred to the Trustee, together with all additions, substitutions, accretions, and reinvestments thereof, and all income therefrom.

“Trustee” – The person or entity serving as trustee, including any successor or co-trustee duly appointed under this Agreement.

[// GUIDANCE: Add or delete defined terms to fit the drafting attorney’s fact pattern.]

SECTION III. OPERATIVE PROVISIONS

3.1 Creation; Irrevocability
(a) Grantor hereby irrevocably transfers and delivers to Trustee the property described in Schedule B (the “Initial Trust Property”), receipt of which Trustee acknowledges.
(b) This Trust is irrevocable. Grantor expressly waives all rights, whether at law or in equity, to alter, amend, revoke, or terminate the Trust, except as expressly permitted under Section IX.1(b) (limited amendments to correct scrivener’s errors).

3.2 Trust Name
The Trust shall be known as “[GRANTOR NAME] Irrevocable Trust dated [EFFECTIVE DATE]” and may be cited or referenced accordingly.

3.3 Additional Contributions
Grantor or any third party may, with Trustee’s consent, transfer additional property to the Trust at any time. Unless expressly stated otherwise in writing at the time of transfer, all such property shall become part of the principal of the Trust Estate and shall be governed by this Agreement.

3.4 Dispositive Provisions
(a) Income Distribution Standard: During Grantor’s lifetime, Trustee shall distribute or accumulate income for the benefit of the Beneficiaries as set forth in Schedule A, exercising sole and absolute discretion, subject to any Distribution Committee directives.
(b) Principal Invasions: Trustee may distribute principal for the health, education, maintenance, or support (“HEMS”) of a Beneficiary, considering all other resources reasonably available to such Beneficiary.
(c) Remainder Beneficiaries: Upon termination under Section 3.10, the remaining Trust Estate shall be distributed to the remainder Beneficiaries listed in Schedule A in the proportions indicated therein.

3.5 Spendthrift & Anti-Alienation
To the maximum extent permitted under Oklahoma Trust Law and applicable bankruptcy or insolvency statutes, the interest of any Beneficiary shall not be subject to voluntary or involuntary transfer, assignment, pledge, or legal process.

3.6 Tax Characterization
(a) Completed Gift. Transfers to the Trust are intended as completed gifts for federal gift-tax purposes.
(b) Grantor Trust Status. [SELECT ONE:]
 ☐ This Trust is intended to be treated as a “grantor trust” under IRC §§ 671-679.
 ☐ This Trust is intended to be a non-grantor trust for income-tax purposes.
[// GUIDANCE: Choose desired tax status; adjust triggered powers accordingly.]

3.7 Acceptance & Standard of Care
Trustee accepts the trust and shall administer the Trust Estate with the care, skill, and prudence of a prudent person dealing with the property of another, consistent with Oklahoma Trust Law.

3.8 Accounting & Information Rights
(a) Annual Reports. Within 90 days after the close of each Accounting Period, Trustee shall provide a written report to each Qualified Beneficiary in accordance with Oklahoma Trust Law.
(b) Inspection. Qualified Beneficiaries may, upon reasonable notice, inspect the Trust’s books and records at Trustee’s usual place of business during normal business hours.

3.9 Trustee Powers
Trustee shall have, without court order, all powers granted to trustees under Oklahoma Trust Law, including, without limitation, the powers enumerated in Schedule C (Trustee Powers).

3.10 Termination
The Trust shall terminate upon the first to occur of:
(a) the expiration of twenty-one (21) years after the death of the last surviving descendant of Grantor living on the Effective Date (per the Rule Against Perpetuities savings clause); or
(b) such earlier date as all Trust assets have been distributed in accordance with Section 3.4.

SECTION IV. REPRESENTATIONS & WARRANTIES

4.1 Grantor Representations
(a) Capacity; Authority. Grantor is of legal age, of sound mind, and has full legal capacity to execute this Agreement.
(b) Title. Grantor owns the Initial Trust Property free and clear of liens, claims, or encumbrances not disclosed to Trustee in writing.

4.2 Trustee Representations
(a) Qualification. Trustee is qualified and willing to serve and is not disqualified under Oklahoma Trust Law.
(b) Duty of Loyalty. Trustee acknowledges fiduciary obligations to the Beneficiaries and will administer the Trust solely in their interests, except as otherwise permitted herein.

4.3 Survival
The representations and warranties herein shall survive execution and continue for so long as the Trust remains in existence.

SECTION V. COVENANTS & RESTRICTIONS

5.1 Grantor Covenants
Grantor shall execute such further instruments and take such further actions as Trustee reasonably requests to vest the Trust with full title to Trust assets.

5.2 Trustee Affirmative Covenants
(a) Comply with Oklahoma Trust Law and any applicable federal statutes or regulations.
(b) Maintain complete and accurate books and records of the Trust Estate.
(c) File all required tax returns for the Trust in a timely manner.

5.3 Trustee Negative Covenants
Without prior written consent of all Qualified Beneficiaries or an order of a court of competent jurisdiction, Trustee shall not:
(a) engage in self-dealing transactions prohibited under Oklahoma Trust Law;
(b) delegate discretionary distribution authority to anyone other than an Independent Trustee.

5.4 Notice & Cure
In the event of an alleged breach of this Agreement, the asserting party shall provide written notice describing the breach in reasonable detail. The alleged breaching party shall have thirty (30) days to cure before any remedies under Section VI may be invoked.

5.5 (OPTIONAL) Distribution Committee
Grantor may, by written instrument delivered to Trustee, appoint a Distribution Committee comprised of [NUMBER] members. The committee’s authority and limitations are set forth in Schedule D.

SECTION VI. DEFAULT & REMEDIES

6.1 Events of Default
The following constitute an “Event of Default”:
(a) Trustee’s willful misconduct, gross negligence, or material breach of fiduciary duty;
(b) Trustee’s failure to provide required accountings within sixty (60) days after written demand;
(c) Insolvency or bankruptcy of Trustee that materially impairs administration.

6.2 Remedies
Upon an Event of Default and after expiration of any cure period:
(a) Removal & Replacement. Qualified Beneficiaries holding a majority interest may remove Trustee and appoint a successor Trustee under Section IX.3.
(b) Surcharge. Trustee may be surcharged to restore losses to the Trust Estate, provided that liability is subject to the limitation in Section VII.2.
(c) Specific Performance & Injunctive Relief. Any court of competent jurisdiction may order Trustee to perform or refrain from acts as necessary to enforce this Agreement.

6.3 Attorney Fees & Costs
The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs, payable from the Trust Estate unless the court directs otherwise.

SECTION VII. RISK ALLOCATION

7.1 Indemnification of Trustee
To the fullest extent permitted by Oklahoma Trust Law, Trustee (and its agents and employees) shall be indemnified and held harmless out of the Trust Estate against any claim, liability, or expense, including reasonable attorneys’ fees, arising from the administration of the Trust, except to the extent determined by final court order to have resulted from Trustee’s gross negligence, willful misconduct, or bad faith.

7.2 Limitation of Liability
Trustee’s aggregate liability under this Agreement shall be limited to the lesser of (i) the total value of the Trust Estate at the time of the relevant breach, or (ii) the amount actually distributed to Trustee from the Trust Estate. No personal assets of Trustee shall be subject to collection for liabilities arising hereunder, except as otherwise provided by Oklahoma Trust Law for acts of willful misconduct or intentional breach.

7.3 Insurance
Trustee may, at the expense of the Trust Estate, procure liability insurance and errors-and-omissions coverage in commercially reasonable amounts.

7.4 Force Majeure
Trustee shall not be liable for any failure or delay in performance directly caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, changes in law, or failure of third-party custodians, provided Trustee uses commercially reasonable efforts to mitigate the effect of such events.

SECTION VIII. DISPUTE RESOLUTION

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

8.2 Forum Selection
Exclusive jurisdiction and venue for all proceedings concerning this Trust shall lie in the District Court of [COUNTY] County, State of Oklahoma (Probate Division) or any successor court with probate jurisdiction.

8.3 Arbitration (Optional)
[// GUIDANCE: Delete if arbitration is not desired.]
Any contest, claim, or dispute arising outside the exclusive probate jurisdiction referenced in Section 8.2 shall, at the election of Trustee, be resolved by 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 having jurisdiction thereof.

8.4 Jury-Trial Waiver
To the extent any matter is heard in a court of law and a jury trial is otherwise available, the parties knowingly, voluntarily, and irrevocably waive trial by jury. This waiver does not apply to proceedings in probate where jury trial is unavailable as a matter of law.

8.5 Equitable Relief
Nothing in this Section VIII shall be construed to limit any party’s right to seek provisional or injunctive relief in court to preserve the Trust Estate or enforce fiduciary duties.

SECTION IX. GENERAL PROVISIONS

9.1 Amendment & Waiver
(a) No amendment or modification of this Agreement is permitted except as provided in subsection (b).
(b) Limited Amendments. Trustee may, without order of court, amend this Agreement solely to (i) correct obvious typographical or clerical errors, or (ii) comply with changes in applicable tax or trust law, provided such amendment does not adversely affect any Beneficiary’s beneficial interests.
(c) No waiver of any breach shall be deemed a waiver of subsequent breaches of the same or different provision.

9.2 Assignment & Delegation
Except as expressly provided, no party may assign or delegate its rights or obligations hereunder without the prior written consent of the other parties.

9.3 Successors & Assigns
This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors, assigns, and legal representatives.

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

9.5 Entire Agreement
This Agreement, together with all Schedules hereto, constitutes the entire agreement among the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations.

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

SECTION X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Irrevocable Trust Agreement effective as of the date first written above.

ACKNOWLEDGMENT (Notary)

State of Oklahoma )
County of ___) ss.

On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [GRANTOR NAME] and [TRUSTEE NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to this instrument, and acknowledged that they executed the same for the purposes therein contained.

Notary Public

My Commission Expires: _

SCHEDULE A – BENEFICIARIES & DISPOSITION PERCENTAGES

1. [BENEFICIARY NAME] – Income: ___ %; Remainder: ___ %
2. [BENEFICIARY NAME] – Income: ___ %; Remainder: ___ %
   [Add rows as needed.]

SCHEDULE B – INITIAL TRUST PROPERTY

1. [DESCRIPTION OF ASSET] – Estimated Value $__
2. [DESCRIPTION OF ASSET] – Estimated Value $__

SCHEDULE C – TRUSTEE POWERS (NON-EXHAUSTIVE)

1. To invest and reinvest the Trust Estate in any kind of property or security permitted by Oklahoma Trust Law.
2. To retain, operate, or dispose of any business interest constituting Trust Property.
3. To make distributions in cash or in kind and to allocate expenses between principal and income.
4. To lend money to, or borrow money from, the Trust Estate upon commercially reasonable terms.
5. To employ and compensate attorneys, accountants, custodians, investment advisers, and other professionals.

SCHEDULE D – DISTRIBUTION COMMITTEE (IF APPLICABLE)

Members: [NAMES]
Quorum: [NUMBER]
Voting Threshold: [UNANIMOUS / MAJORITY]
Scope of Authority: Recommend (or direct, if so stated) discretionary distributions pursuant to Section 3.4.

[// GUIDANCE: Review Oklahoma Title 60 and relevant tax provisions for any mandatory language or notices applicable to the particular assets being transferred (e.g., real property, closely-held business interests). Confirm compliance with any gifting, reporting, or regulatory requirements (e.g., Form 709 for federal gift tax).]