IRREVOCABLE TRUST AGREEMENT

[Name of Trust]
Effective as of [EFFECTIVE DATE]

TABLE OF CONTENTS

I. Document Header.......................................... 2
II. Definitions.............................................. 3
III. Operative Provisions..................................... 6
IV. Representations & Warranties............................. 10
V. Covenants & Restrictions................................. 11
VI. Default & Remedies....................................... 13
VII. Risk Allocation.......................................... 15
VIII. Dispute Resolution...................................... 17
IX. General Provisions....................................... 19
X. Execution Block.......................................... 21

[// GUIDANCE: Page numbers assume final formatting in Word/PDF. Update as needed.]

I. DOCUMENT HEADER

1. Parties
   1.1 Grantor/Settlor: [GRANTOR LEGAL NAME], an individual residing at [ADDRESS] (“Grantor”).
   1.2 Trustee: [INITIAL TRUSTEE LEGAL NAME], having a principal address at [ADDRESS] (“Trustee”).
   1.3 Trust Protector (optional): [TRUST PROTECTOR NAME] (“Protector”).

2. Recitals
   A. Grantor desires to create an irrevocable trust (the “Trust”) under the laws of the State of Rhode Island for the benefit of the Beneficiaries identified herein.
   B. Trustee is willing to accept appointment and to hold, manage, and distribute the Trust Estate subject to the terms of this Agreement.
   C. Grantor, Trustee, and, if applicable, Protector desire to set forth their respective rights, powers, and obligations in this Agreement.

3. Declaration & Consideration
   In consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor irrevocably transfers, assigns, and delivers to Trustee, in trust, the property described on Schedule A (the “Initial Trust Property”).

4. Governing Law and Jurisdiction
   This Trust shall be governed by, and construed in accordance with, the substantive laws of the State of Rhode Island applicable to trusts (collectively, “Applicable Law”), without regard to its conflict-of-laws principles. Exclusive jurisdiction for matters relating to administration or interpretation of the Trust shall lie with the probate division of the [NAME OF COUNTY] County Superior Court of Rhode Island (the “Probate Court”), except as expressly provided in Section VIII.

II. DEFINITIONS

The following terms shall have the meanings set forth below. Defined terms appear in boldface when used in the body of this Agreement.

“Accounting Period” – Each calendar year ending December 31 or such shorter period terminating upon the termination of the Trust or a change of Trustee.

“Applicable Law” – The internal laws of the State of Rhode Island governing trusts and fiduciaries, together with any mandatory provisions of federal law.

“Beneficiaries” – The persons and/or entities identified in Schedule B, and any additional persons or entities who become Beneficiaries pursuant to the terms of this Agreement.

“Business Day” – Any day other than Saturday, Sunday, or a day on which Rhode Island-chartered banks are authorized or required by law to close.

“Code” – The Internal Revenue Code of 1986, as amended (26 U.S.C.).

“Grantor” – As defined in Section I.1.1.

“Protector” – As defined in Section I.1.3.

“Qualified Trustee” – A natural person resident in the United States or a corporation authorized to act as a fiduciary in Rhode Island.

“Substituted Property” – Property transferred to Trustee by Grantor in exchange for Trust property of equivalent fair market value pursuant to Section III.7.5.

“Trust” – The irrevocable trust created under this Agreement.

“Trust Estate” – All property held at any time by Trustee under this Agreement, together with all reinvestments, accretions, income, and proceeds thereof.

“Trustee” – As defined in Section I.1.2 and any successor Trustee.

[// GUIDANCE: Add or delete definitions to align with custom drafting.]

III. OPERATIVE PROVISIONS

1. Irrevocability
   1.1 This Trust is irrevocable. Grantor expressly waives any right, power, or ability to revoke, amend, or terminate this Agreement in whole or in part, except as expressly authorized herein or under non-waivable provisions of Applicable Law.
   1.2 Any attempted revocation, alteration, or amendment by Grantor that is not expressly authorized shall be void ab initio.

2. Trust Purpose
   The Trust is established for the benefit of the Beneficiaries and for such other lawful purposes as may be set forth herein, including asset protection, wealth transfer, and tax planning.

3. Dispositive Provisions
   3.1 Income Distributions – During Grantor’s lifetime, Trustee shall distribute or accumulate income for one or more Beneficiaries as Trustee determines, taking into account the Beneficiaries’ health, education, maintenance, and support (“HEMS Standard”).
   3.2 Principal Distributions – Trustee may distribute principal as Trustee deems advisable for the Beneficiaries’ HEMS.
   3.3 Mandatory Termination – The Trust shall terminate upon the earlier of (a) twenty-one (21) years after the death of the last surviving descendant of [REFERENCE PERSON] living on the Effective Date; or (b) such earlier date as all Trust Estate has been distributed. Upon termination, Trustee shall distribute the remaining Trust Estate outright to the then-living Beneficiaries, per stirpes.
   3.4 Spendthrift Provision – Beneficiaries shall have no power to pledge, anticipate, or assign income or principal, and such interests shall not be subject to the claims of creditors or legal process, to the maximum extent permitted by Applicable Law.

4. Trustee Powers
   Trustee shall have all powers granted to trustees under Applicable Law and those set forth herein, including, without limitation:
   4.1 To retain, purchase, sell, exchange, or invest in any kind of property, real or personal;
   4.2 To allocate receipts and disbursements between income and principal;
   4.3 To borrow money, encumber Trust Estate, or guarantee obligations;
   4.4 To employ agents, attorneys, and accountants;
   4.5 To determine what constitutes income or principal;
   4.6 To make distributions in cash or in kind, pro rata or otherwise;
   4.7 To divide or consolidate trusts for administrative convenience;
   4.8 To decant or modify administrative provisions to the extent permitted by Applicable Law;
   4.9 To execute documents and perform acts necessary to administer the Trust.

5. Trustee Compensation
   Trustee shall be entitled to reasonable compensation in accordance with its published fee schedule or as otherwise agreed in writing with Grantor (or Protector, if Grantor is deceased). Trustee shall also be reimbursed for all reasonable expenses incurred in the administration of the Trust.

6. Trustee Succession
   6.1 Resignation – Trustee may resign by delivering at least sixty (60) days’ written notice to Grantor (if living) and Protector (if any), or to the adult Beneficiaries if Grantor is deceased and no Protector serves.
   6.2 Removal – Protector (or, if no Protector, a majority of adult Beneficiaries) may remove Trustee with or without cause by delivering written notice and appointing a Qualified Trustee as successor.
   6.3 Appointment of Successor Trustee – Any successor Trustee shall accept the trusteeship in writing and shall thereafter have all rights, powers, and duties of Trustee.
   6.4 Transfer of Assets – Upon resignation or removal, Trustee shall expeditiously transfer the Trust Estate to the successor Trustee and provide a full accounting covering its tenure.

7. Grantor Powers Reserved for Tax Purposes
   7.1 Power to Substitute Assets – Grantor may, in a non-fiduciary capacity, substitute assets of equivalent fair market value for assets held in the Trust (Code § 675(4)(C)).
   7.2 Power to Add Beneficiaries (limited) – Grantor may not add himself or herself as a Beneficiary. Grantor may, with Protector consent, add charitable organizations as permissible appointees.
   7.3 Power to Receive Income – Grantor waives any right to require distributions of income.
   7.4 Tax Reimbursement Clause – Trustee may, in its sole discretion, reimburse Grantor for income taxes paid on Trust income that is taxable to Grantor under Code §§ 671-679, provided such reimbursement is not inconsistent with Applicable Law.
   7.5 Administrative Amendments – Protector may amend administrative provisions to ensure favorable tax treatment or compliance with changes in tax law, provided the amendment does not expand the class of Beneficiaries or permit revocation.

IV. REPRESENTATIONS & WARRANTIES

1. Grantor
   1.1 Grantor has full legal capacity and authority to create this Trust and transfer the Initial Trust Property.
   1.2 The transfer of the Initial Trust Property is not a fraudulent conveyance and does not violate any contract, court order, or creditor right.
   1.3 Grantor understands the irrevocable nature of this Agreement and has obtained, or had the opportunity to obtain, independent tax and legal advice.

2. Trustee
   2.1 Trustee is duly qualified and willing to serve and has full authority to accept the trusteeship.
   2.2 Trustee shall discharge its duties with reasonable care, skill, and caution and in accordance with the prudent investor standard under Applicable Law.
   2.3 Trustee is not a Prohibited Person with respect to any Beneficiary within the meaning of Code § 4946.

3. Protector
   Protector, if any, accepts the office of Trust Protector and covenants to act in good faith and in the best interests of the Beneficiaries.

4. Survival
   All representations and warranties shall survive the execution of this Agreement and any transfer of property to or from the Trust.

V. COVENANTS & RESTRICTIONS

1. Trustee Covenants
   1.1 To keep accurate books and records and provide annual statements to the Beneficiaries within ninety (90) days after the close of each Accounting Period.
   1.2 To furnish information reasonably requested by any Beneficiary, subject to reasonable confidentiality limitations.
   1.3 To file all required tax returns on behalf of the Trust and timely remit any taxes due.
   1.4 To maintain adequate insurance on trust-owned real or tangible property, if any.

2. Beneficiary Covenants
   2.1 Beneficiaries shall furnish Trustee with such information as may be necessary for tax reporting or administration.
   2.2 No Beneficiary shall interfere with Trustee’s management of the Trust Estate.

3. Grantor Covenants
   Grantor shall execute all documents reasonably requested by Trustee to vest legal title to the Initial Trust Property (and any Substituted Property) in Trustee.

4. Restrictions
   4.1 No party may assign or delegate its rights or obligations under this Agreement except as expressly provided herein.
   4.2 Neither Grantor nor any Beneficiary may compel Trustee to make any particular investment or distribution.

VI. DEFAULT & REMEDIES

1. Events of Default
   1.1 Breach of Fiduciary Duty – Any act or omission by Trustee constituting gross negligence, willful misconduct, or fraud.
   1.2 Failure to Account – Trustee’s failure to deliver an annual accounting within sixty (60) days after written demand.
   1.3 Incapacity – Trustee’s legal incapacity or dissolution.

2. Notice & Cure
   2.1 Any Beneficiary or Protector asserting a default shall give written notice specifying the default.
   2.2 Trustee shall have thirty (30) days to cure or contest the allegation, except where the default is incapable of cure.

3. Remedies
   3.1 Removal and replacement of Trustee in accordance with Section III.6.2.
   3.2 Surcharge against Trustee’s interest in the Trust Estate to the extent of losses caused by the breach, limited as provided in Section VII.
   3.3 Injunctive relief from the Probate Court to prevent further breach.
   3.4 Recovery of reasonable attorneys’ fees and costs incurred by the prevailing party.

VII. RISK ALLOCATION

1. Indemnification of Trustee
   The Trust Estate shall indemnify and hold Trustee harmless from and against all claims, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the administration of the Trust, except to the extent such claims result from Trustee’s gross negligence, willful misconduct, or fraud.

2. Limitation of Liability
   Trustee’s liability to all persons for any act or omission shall be limited in the aggregate to the value of the Trust Estate at the time of such act or omission. In no event shall Trustee be personally liable.

3. Insurance
   Trustee may, at Trust expense, procure fiduciary liability insurance and name itself and the Trust as insureds.

4. Force Majeure
   Trustee shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, pandemic, labor disputes, or changes in Applicable Law.

VIII. DISPUTE RESOLUTION

1. Governing Law
   As stated in Section I.4, Rhode Island law governs all matters relating to this Trust.

2. Venue & Forum Selection
   Except as provided in Section VIII.3, the Probate Court shall have exclusive jurisdiction.

3. Optional Arbitration
   3.1 Election – Upon written election by Trustee, any dispute other than (a) a petition for instructions, (b) a request for injunctive relief, or (c) an accounting proceeding shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
   3.2 Location – Providence, Rhode Island.
   3.3 Arbitrator Qualifications – A retired judge or an attorney with at least ten (10) years’ experience in trust and estate matters.
   3.4 Consolidation – Related arbitrations may be consolidated at the arbitrator’s discretion.
   3.5 Award – The arbitrator’s award shall be final and may be entered in any court of competent jurisdiction.

4. Jury Waiver
   The parties acknowledge that probate matters are typically non-jury; however, to the extent any claim is triable by jury, the parties do not waive the right to a jury trial.

5. Injunctive Relief
   Nothing herein shall limit the right of any party to seek temporary, preliminary, or permanent injunctive relief from the Probate Court to enforce the terms of this Trust or preserve Trust assets.

IX. GENERAL PROVISIONS

1. Amendments
   This Agreement may not be amended except (a) by Protector under Section III.7.5, or (b) as otherwise required by non-waivable provisions of Applicable Law.

2. Waiver
   No waiver of any provision shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

3. Assignment
   Except as expressly permitted, no party may assign any rights or delegate any duties without prior written consent of the other parties.

4. Successors & Assigns
   Subject to Section IX.3, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

5. Severability
   If any provision is invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the parties’ intent.

6. Entire Agreement
   This document constitutes the entire agreement among the parties with respect to the subject matter and supersedes all prior oral or written agreements.

7. Counterparts
   This Agreement may be executed in multiple counterparts, each deemed an original, but all constituting one instrument.

8. Electronic Signatures
   Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed original signatures.

X. EXECUTION BLOCK

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

GRANTOR

[GRANTOR LEGAL NAME], Grantor

TRUSTEE

[TRUSTEE LEGAL NAME], Trustee
Title (if corporate trustee): ____

TRUST PROTECTOR (if applicable)

[TRUST PROTECTOR NAME], Protector

STATE OF RHODE ISLAND
COUNTY OF ____

On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

Notary Public
My Commission Expires: ____

Schedule A – Initial Trust Property
[Attach list or description of property transferred to the Trust.]

Schedule B – Beneficiaries
[List beneficiaries, dates of birth, and relationship to Grantor.]

[// GUIDANCE: Attach additional schedules (e.g., fee schedules, investment guidelines) as needed.]