[§425E-110] Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners, and between the partners and the partnership.
(b) A partnership agreement may not:
(1) Vary a limited partnership's power under section 425E-105 to sue, be sued, and defend in its own name;
(2) Vary the law applicable to a limited partnership under section 425E-106;
(3) Vary the requirements of section 425E-204;
(4) Vary the information required under section 425E-111 or unreasonably restrict the right to information under section 425E-304 or 425E-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) Eliminate the duty of loyalty under section 425E-408, but the partnership agreement may:
(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) Unreasonably reduce the duty of care under section 425E-408(c);
(7) Eliminate the obligation of good faith and fair dealing under sections 425E-305(b) and 425E-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation shall be measured, if the standards are not manifestly unreasonable;
(8) Vary the power of a person to dissociate as a general partner under section 425E-604(a) except to require that the notice under section 425E-603(1) be in a record;
(9) Vary the power of a court to decree dissolution in the circumstances specified in section 425E-802;
(10) Vary the requirement to wind up the partnership's business as specified in section 425E-803;
(11) Unreasonably restrict the right to maintain an action under article 10;
(12) Restrict the right of a partner under section 425E-1110(a) to approve a conversion or merger or the right of a general partner under section 425E-1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13) Restrict rights under this chapter of a person other than a partner or a transferee. [L 2003, c 210, pt of §1]
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