IRREVOCABLE TRUST AGREEMENT

(West Virginia Uniform Trust Code – W. Va. Code § 44D et seq.)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title; Parties; Effective Date
   1.1 This Irrevocable Trust Agreement (the “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and among:
   a. [SETTLOR NAME], an individual residing at [SETTLOR ADDRESS] (“Settlor”);
   b. [INITIAL TRUSTEE NAME], whose address is [TRUSTEE ADDRESS] (“Trustee”); and
   c. The persons identified in Schedule A as Beneficiaries (“Beneficiaries”).

2. Recitals
   2.1 Settlor desires to create an irrevocable trust under the laws of the State of West Virginia for the benefit of the Beneficiaries and to transfer to the Trustee the property described in Schedule B (the “Trust Estate”).
   2.2 Trustee is willing to accept the Trust Estate and to hold, manage, and distribute it pursuant to the terms of this Agreement.
   2.3 This Agreement is intended to be irrevocable upon execution, subject only to such limited judicial modifications as may be permitted under the West Virginia Uniform Trust Code (“WV UTC”).

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in bold throughout and are alphabetized for ease of reference.

“Accounting Period” – Each calendar year ending December 31, unless the Trustee selects a different fiscal year permitted under applicable tax law.

“Administrative Trustee” – A trustee appointed solely to perform ministerial or administrative functions, if any, under Section III.4.

“Beneficiary” / “Beneficiaries” – Each person identified on Schedule A, including any Permitted Descendants, collectively and individually.

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

“Dispositive Provisions” – Sections III.2 through III.3, governing distributions.

“Permitted Descendant” – Any descendant of a Beneficiary within the meaning of W. Va. Code § 42-1-1 et seq.

“Probate Court” – The Circuit Court of [COUNTY], West Virginia, sitting in its capacity as a probate court.

“Qualified Trustee Resignation Notice” – Written notice complying with Section III.5(b).

“Trust” – The irrevocable trust created by this Agreement, known as “[NAME OF TRUST]”.

“Trust Estate” – All property titled to or otherwise held for the benefit of the Trust, together with all additions, substitutions, income, and proceeds.

[// GUIDANCE: Add further defined terms as needed for bespoke drafting.]

III. OPERATIVE PROVISIONS

1. Creation; Irrevocability
   1.1 Settlor hereby irrevocably transfers, assigns, and delivers to Trustee the property described in Schedule B to constitute the initial Trust Estate.
   1.2 Subject to WV UTC §§ 411–412, Settlor expressly waives and relinquishes all rights to revoke, amend, or terminate this Trust. No party shall have power to modify or revoke except (i) by final order of the Probate Court as permitted under the WV UTC or (ii) as otherwise expressly provided in Section IX.2 (Nonjudicial Settlement Agreements).

2. Distributions During Settlor’s Lifetime
   2.1 During Settlor’s lifetime, Trustee shall distribute to or for the benefit of the Beneficiaries such amounts of net income and/or principal as Trustee, in Trustee’s sole and absolute discretion, deems advisable for health, education, maintenance, or support (“HEMS” standard).
   2.2 Any undistributed income shall be added to principal annually.

3. Distributions Upon Settlor’s Death
   3.1 Upon Settlor’s death, Trustee shall first pay from the Trust Estate (i) all enforceable expenses of Settlor’s last illness and funeral, and (ii) any federal or state inheritance or estate taxes attributable to Trust assets, but only to the extent such taxes are not otherwise paid by Settlor’s probate estate.
   3.2 Thereafter, Trustee shall hold, administer, and distribute the remaining Trust Estate among the Beneficiaries per capita at each generation. [// GUIDANCE: Substitute any desired distributive scheme.]

4. Investment & Administration
   4.1 Prudent Investor Rule. Trustee shall invest and manage the Trust Estate in good faith and in compliance with W. Va. Code § 44-6C-1 et seq. (Uniform Prudent Investor Act).
   4.2 Delegation. Trustee may delegate investment functions to qualified professionals pursuant to WV UTC § 807.
   4.3 Administrative Trustee. Trustee may appoint, remove, and replace an Administrative Trustee with ministerial duties only.

5. Trustee Succession & Vacancy
   (a) Resignation. Trustee may resign at any time by delivering a Qualified Trustee Resignation Notice to Settlor (if living) and to the adult Beneficiaries.
   (b) Removal. A majority in interest of adult Beneficiaries may remove a Trustee, with or without cause, by written notice delivered to such Trustee and filed with the Probate Court.
   (c) Successor Trustee. Upon a vacancy, [SUCCESSOR APPOINTMENT MECHANISM] shall appoint a successor. If no successor is appointed within 30 days, the Probate Court shall appoint one.

6. Trustees’ Powers
   Trustee shall possess all powers granted to trustees under WV UTC § 815, including without limitation the powers listed in Schedule C.

7. Accounting & Reporting
   7.1 Annual Accounting. Within 60 days after the close of each Accounting Period, Trustee shall furnish to each current Beneficiary a written report of Trust receipts, disbursements, and assets.
   7.2 Interim Reports. Upon reasonable request by a Beneficiary, Trustee shall provide additional reports pursuant to WV UTC § 813.

8. Tax Matters
   8.1 Tax Status Election. It is Settlor’s intention that the Trust be treated as a [GRANTOR / NON-GRANTOR] trust for federal and state income tax purposes. Trustee is authorized to take all actions necessary to implement such status, including filing for a separate taxpayer identification number if required.
   8.2 Payment of Taxes. Trust income taxes shall be paid from the Trust Estate unless attributable to grantor-trust rules.

9. Spendthrift Provision
   All Trust interests shall be held subject to a spendthrift provision pursuant to WV UTC § 502. No Beneficiary shall have power to anticipate, assign, or encumber any interest in the Trust Estate prior to actual receipt.

IV. REPRESENTATIONS & WARRANTIES

1. Settlor
   1.1 Authority. Settlor represents that Settlor has full legal right, power, and capacity to create this Trust and to transfer the Trust Estate.
   1.2 No Fraudulent Conveyance. Settlor warrants that the transfer of assets is not intended to hinder, delay, or defraud any creditor.

2. Trustee
   2.1 Authorization. Trustee represents that Trustee is duly qualified under West Virginia law to serve and has secured any required bonding unless waived in Schedule D.
   2.2 Fiduciary Duty. Trustee acknowledges the fiduciary standards imposed by the WV UTC and applicable common law, including the duties of loyalty and impartiality.

3. Survival
   All representations and warranties shall survive execution of this Agreement and acceptance of the Trust Estate.

V. COVENANTS & RESTRICTIONS

1. Settlor Covenants
   1.1 Further Assurances. Settlor shall execute all instruments reasonably requested by Trustee to transfer legal title to the Trust Estate.
   1.2 No Reacquisition. Settlor covenants not to seek modification or revocation except as allowed under Section III.1.2.

2. Trustee Covenants
   2.1 Compliance. Trustee shall comply with all applicable federal and state laws, regulations, and court orders.
   2.2 Recordkeeping. Trustee shall maintain complete and accurate books and records for at least seven (7) years.

3. Beneficiary Covenants
   3.1 Information Cooperation. Beneficiaries shall provide Trustee with such personal tax identification information as reasonably necessary for tax reporting.

VI. DEFAULT & REMEDIES

1. Events of Default
   The following constitute Events of Default:
   a. Trustee’s willful misconduct, gross negligence, or material breach of fiduciary duties;
   b. Failure to provide required accountings within sixty (60) days after written notice and opportunity to cure;
   c. Misappropriation or commingling of Trust assets.

2. Notice & Cure
   2.1 Upon an Event of Default, any Beneficiary may serve written notice specifying the default. Trustee shall have thirty (30) days to cure, unless the default is incapable of cure.

3. Remedies
   3.1 Removal. Beneficiaries may remove Trustee under Section III.5(b).
   3.2 Surcharge. Trustee shall be liable for damages caused by the default, limited as in Section VII.2.
   3.3 Injunctive Relief. Beneficiaries may seek equitable relief in Probate Court to enforce the Trust terms.

4. Attorneys’ Fees
   In any proceeding arising from an Event of Default, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, payable from (i) the Trust Estate if Trustee prevails, or (ii) the Trustee personally if Beneficiaries prevail.

VII. RISK ALLOCATION

1. Indemnification of Trustee
   1.1 The Trust Estate shall indemnify and hold the Trustee harmless from and against any loss, liability, or expense incurred in the administration of the Trust, except to the extent arising from Trustee’s willful misconduct or gross negligence.

2. Limitation of Liability
   2.1 Trustee’s personal liability shall in all circumstances be limited to the value of the Trust Estate held from time to time; Trustee shall not be liable for any consequential, punitive, or exemplary damages.

3. Insurance
   3.1 Trustee may, at Trust expense, procure fiduciary liability insurance naming Trustee as insured.

4. Force Majeure
   4.1 Trustee shall not be liable for any failure or delay in performance caused by acts of God, war, terrorism, cyber-attacks, pandemic, or governmental action, provided Trustee uses commercially reasonable efforts to mitigate impacts.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement and all disputes shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to conflict-of-laws principles.

2. Forum Selection
   2.1 Exclusive Jurisdiction. The Probate Court shall have exclusive jurisdiction over all matters arising under or relating to the Trust.

3. Optional Arbitration
   3.1 Election. If all current Beneficiaries and Trustee execute a written election (Schedule E), any dispute may be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
   3.2 Venue. Arbitration hearings shall occur in [COUNTY], West Virginia.
   3.3 Injunctive Relief Carve-Out. Notwithstanding the foregoing, a party may seek temporary injunctive relief from the Probate Court to preserve Trust assets pending arbitration.

4. Jury Waiver
   4.1 Recognizing the equitable nature of trust matters, the parties waive any right to trial by jury to the fullest extent permitted by law.

IX. GENERAL PROVISIONS

1. Amendments & Waivers
   1.1 No amendment or waiver of any provision shall be effective unless in writing and executed by the Trustee and all current Beneficiaries, or as ordered by the Probate Court under WV UTC § 411 or § 412.

2. Nonjudicial Settlement Agreements
   2.1 The parties may enter into binding nonjudicial settlement agreements for matters permitted under WV UTC § 111.

3. Assignment
   3.1 Except as expressly provided, no party may assign any right or delegate any duty under this Agreement. Beneficial interests are non-transferable except by disclaimer, renunciation, or as expressly provided herein.

4. Successors & Assigns
   4.1 This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.

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

6. Entire Agreement
   6.1 This Agreement, together with all Schedules, constitutes the entire agreement of the parties regarding the subject matter and supersedes all prior or contemporaneous understandings.

7. Counterparts; Electronic Signatures
   7.1 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) shall be deemed originals for all purposes.

X. EXECUTION BLOCK

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

ACKNOWLEDGMENT (Notary – West Virginia)

State of West Virginia )
County of [COUNTY] ) ss:

On this ___ day of _, 20, before me, the undersigned Notary Public, personally appeared [SETTLOR NAME], known to me or satisfactorily proven to be the person whose name is subscribed to this instrument, and acknowledged that (s)he executed the same for the purposes therein contained.

Witness my hand and official seal.

Notary Public
My commission expires: ____

(Duplicate notarial acknowledgment for Trustee.)

SCHEDULES (Incorporated by Reference)

Schedule A – Beneficiaries and Permitted Descendants
Schedule B – Description of Initial Trust Estate
Schedule C – Enumerated Trustee Powers
Schedule D – Bonding Waiver (if applicable)
Schedule E – Arbitration Election (Optional)

[// GUIDANCE: Attach schedules tailored to client facts; confirm asset descriptions, beneficiary classes, and successor-appointment mechanism.]