Trust Letter of Intent

Trust Letter of Intent

THIS LETTER OF INTENT (this "Letter") is made and entered into as of by and between Client Name: of Address: ("Settlor"), and Trustee Name: of Address: ("Trustee").

RECITALS

WHEREAS, Settlor intends to establish or fund a trust to be known as Trust Name: (the "Trust") for the benefit of those persons or entities identified herein; and

WHEREAS, the Settlor proposes to transfer certain assets to the Trustee for administration under a trust instrument to be prepared consistent with the terms described in this Letter; and

WHEREAS, the parties desire to set forth their mutual understanding of the principal terms and conditions pursuant to which the Trust will be funded and administered, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Letter and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Trust Purpose and Overview

1.1 Purpose. The Trust is intended to hold, manage and distribute the assets contributed by Settlor for the benefit of the beneficiaries described in Section 4. The Trustee shall hold and administer the Trust in accordance with the trust instrument to be executed and applicable law.

1.2 Anticipated Funding Date. The parties anticipate initial funding of the Trust on or about , subject to satisfaction of the conditions set forth in Section 6.

2. Trust Type and Powers

2.1 Trust Classification. The parties intend the Trust to be: Revocable Irrevocable The final trust instrument will expressly state whether the Trust is revocable or irrevocable.

2.2 Trustee Powers. The Trustee shall have such powers as are customarily granted to a trustee under the applicable trust instrument and relevant law, including, without limitation, the powers to invest and reinvest Trust assets, to retain or sell assets, to borrow on behalf of the Trust, to settle claims and to exercise discretionary distributions as set forth in the trust instrument.

3. Trust Property and Funding

3.1 Initial and Subsequent Contributions. The Settlor intends to contribute certain assets to the Trust. The anticipated assets to be conveyed are described below and may include cash, securities, real property, and other property interests.

3.2 Funding Mechanics. Transfers of title, assignment or delivery of assets will be effected in the manner necessary to transfer legal and beneficial ownership to the Trustee, subject to any third-party consents identified prior to funding.

4. Beneficiaries

5. Representations, Warranties and Covenants

5.1 Settlor Representations. The Settlor represents and warrants to the Trustee that, to the Settlor's knowledge, the Settlor has good and marketable title to the assets proposed for contribution, free and clear of liens and encumbrances except as disclosed in writing to the Trustee, and has full power and authority to transfer such assets.

5.2 Trustee Representations. The Trustee represents that it has the requisite authority and capacity to accept appointment and to serve as Trustee, and will act in a fiduciary capacity in accordance with the trust instrument and applicable law.

6. Conditions Precedent and Due Diligence

6.1 Conditions. Funding of the Trust is expressly conditioned upon: (a) execution of a trust instrument acceptable to the parties; (b) completion of reasonable due diligence by the Trustee with respect to the assets; and (c) receipt of any third-party consents necessary to effect transfers.

7. Confidentiality and Publicity

7.1 Confidentiality. Except as required by law or as necessary to effectuate the transactions contemplated hereby, each party shall keep confidential all non-public information obtained in connection with the Trust and shall not disclose such information without the prior written consent of the other party.

7.2 Public Statements. No public announcement or filing concerning the Trust or the subject matter of this Letter shall be made without the prior written consent of the other party, except disclosures required by law.

8. Binding Effect

The parties acknowledge and agree that this Letter is intended to record the present mutual understanding of the parties. Except for the provisions in Sections 5 (Representations, Warranties and Covenants), 7 (Confidentiality and Publicity), 9 (Notices), 12 (Governing Law), and this Section 8 (Binding Effect), which shall be binding upon the parties, the remainder of this Letter is intended only as a non-binding statement of the parties' present intentions, and neither party shall be obligated to proceed with the transactions described herein until definitive documents have been negotiated and executed.

Acknowledged and agreed that the following provisions are intended to be binding: Confidentiality Representations & Warranties

9. Notices

All notices, requests, demands and other communications under this Letter shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or registered mail, and shall be effective upon receipt.

10. Amendments; Waiver; Counterparts

10.1 Amendment. This Letter may be amended only by a written instrument signed by both parties.

10.2 Waiver. No failure or delay by any party in exercising any right under this Letter shall operate as a waiver of that right unless evidenced by a writing signed by the waiving party.

10.3 Counterparts. This Letter 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.

11. Severability

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. Entire Agreement

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, except as expressly provided otherwise herein.

14. Execution

The parties may execute this Letter in counterparts, each of which when executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

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