Legal Trustee Agreement

Legal Trustee Agreement

This Legal Trustee Agreement ("Agreement") is made and entered into as of Date: by and between Grantor Name: ("Grantor"), and Trustee Name: ("Trustee").

Recitals

WHEREAS, Grantor desires to create a trust arrangement and to appoint Trustee to hold, manage, invest and distribute certain property for the benefit of the beneficiaries in accordance with the terms of this Agreement;

WHEREAS, Trustee represents that Trustee is willing and able to accept the duties and powers of trustee under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and obligations with respect to the administration and disposition of the trust property described herein.

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:

1. Appointment and Acceptance

1.1 Appointment. Grantor hereby appoints Trustee to act as trustee of the property described in Section 2, and Trustee accepts such appointment and agrees to serve in accordance with the terms of this Agreement and applicable law.

1.2 Trustee Capacity. Trustee shall serve in a fiduciary capacity and shall exercise reasonable care, prudence and due diligence in carrying out the duties imposed by this Agreement.

2. Trust Property

2.1 Initial Trust Property. Grantor transfers and delivers to Trustee, and Trustee accepts, the property described below to be held in trust under the terms of this Agreement:

2.2 Additional Property. Grantor may transfer additional property to the trust at any time. Any property so transferred shall become trust property and be subject to the terms of this Agreement upon acceptance by Trustee.

3. Powers of Trustee

3.1 General Powers. Subject to any express limitations contained in this Agreement, Trustee shall have all powers necessary or convenient to carry out the purposes of the trust, including without limitation the power to buy, sell, lease, mortgage, encumber, partition, exchange, invest, reinvest, compromise claims, litigate on behalf of the trust, and exercise all other powers granted by applicable law.

3.2 Delegation. Trustee may employ advisors, agents, attorneys, accountants, investment managers and other third parties and may delegate duties and responsibilities when, in Trustee's reasonable judgment, delegation is appropriate, provided Trustee exercises reasonable care in their selection and oversight.

4. Duties and Standard of Care

4.1 Fiduciary Duties. Trustee shall administer the trust solely in the interests of the beneficiaries and shall observe the duties of loyalty, prudence and impartiality. Trustee shall avoid self-dealing and shall disclose any actual or potential conflicts of interest in writing to the Grantor and the beneficiaries.

4.2 Separate Accounts and Records. Trustee shall maintain separate accounts and records for the trust and shall not commingle trust assets with Trustee's personal assets.

5. Beneficiaries and Distributions

5.1 Distributions. Trustee shall make income and principal distributions to the beneficiaries in accordance with the terms set forth by Grantor and consistent with the purposes of the trust. Specific distribution schedule or conditions are as follows:

6. Trustee Compensation and Expenses

6.1 Compensation. Trustee shall be entitled to reasonable compensation for services rendered in connection with the administration of the trust. The compensation shall be determined as follows:

6.2 Expenses. Trustee shall be reimbursed from trust assets for all reasonable and necessary expenses incurred in the administration of the trust, including but not limited to investment fees, legal fees, taxes and court costs.

7. Bond

Unless required by applicable law or by a court having jurisdiction, Trustee shall not be required to post bond or other security for the performance of Trustee's duties. Grantor may indicate waiver of bond below.

8. Records, Reports and Accounting

8.1 Records. Trustee shall keep accurate records of all receipts, disbursements and transactions and shall retain such records for a period required by law.

8.2 Reports. Trustee shall provide beneficiaries with periodic reports of administration and an annual accounting, or at such other intervals as the Grantor may direct below.

9. Removal and Replacement

9.1 Removal. Trustee may be removed for cause, including breach of fiduciary duty, incapacity, willful misconduct or inability to perform. Removal shall be effected by the Grantor or by a court of competent jurisdiction.

9.2 Successor Trustee. Upon removal, resignation or death of Trustee, a successor trustee shall be appointed as provided herein or, if none is appointed, by the Grantor or a court. Successor Trustee shall succeed to all rights, powers and duties of Trustee upon acceptance in writing.

10. Indemnification and Liability

To the fullest extent permitted by law, the trust shall indemnify and hold harmless Trustee from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Trustee's administration of the trust, except to the extent such claims arise from Trustee's gross negligence, willful misconduct or breach of fiduciary duty.

11. Termination

This Agreement shall terminate upon the earlier of (a) complete distribution of trust assets in accordance with this Agreement, (b) written agreement of the parties, or (c) termination by a court of competent jurisdiction. Upon termination, Trustee shall wind up trust affairs, render a final accounting and distribute remaining assets as directed by Grantor or as provided herein.

12. Notices

12.1 Method. All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, and shall be effective upon receipt.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

14. Entire Agreement

This Agreement contains the entire understanding between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. Amendments; Waiver; Counterparts

Any amendment or modification to this Agreement shall be valid only if in writing and signed by both Grantor and Trustee. No waiver of any provision shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

16. Severability

If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, which shall remain in full force and effect.

17. Miscellaneous

17.1 Interpretation. Headings in this Agreement are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be deemed to be followed by the words "without limitation" unless otherwise specified.

17.2 Survival. Provisions that by their nature survive termination of this Agreement shall survive, including indemnification, accounting and limitation of liability.

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