42:1A-4. Agreement governing partners, partnership; prohibited terms
4. a. Except as otherwise provided in subsection b. of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.
b.The partnership agreement shall not:
(1) unreasonably restrict the right of access to books and records under subsection b. of section 23 of this act;
(2) reduce the duty of loyalty under subsection b. of section 24 or subsection b. of section 33 of this act so as to permit a partner to engage in conduct which is intentionally injurious to the partnership;
(3) unreasonably reduce the duty of care under subsection c. of section 24 or paragraph (3) of subsection b. of section 33 of this act;
(4) vary the right of a court to expel a partner in the events specified in subsection e. of section 31 of this act;
(5) vary the requirement to wind up the partnership business in cases specified in subsection d., e. or f. of section 39 of this act;
(6) vary the law applicable to a limited liability partnership under subsection b. of section 7 of this act; or
(7) restrict rights of third parties under this act.
L.2000,c.161,s.4.
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Last modified: October 11, 2016