(1) Except as otherwise provided in subsection (2) 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 chapter governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Unreasonably restrict the right of access to books and records under ORS 67.150 (2);
(b) Eliminate the duty of loyalty under ORS 67.155 (2) or 67.230 (2)(c), but:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or
(B) All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(c) Unreasonably reduce the duty of care under ORS 67.155 (3) or 67.230 (2)(c);
(d) Eliminate the obligation of good faith and fair dealing under ORS 67.155 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;
(e) Vary the power to dissociate as a partner under ORS 67.225 (1), except to require the notice under ORS 67.220 (1) of this Act to be in writing;
(f) Vary the right of a court to expel a partner in the events specified in ORS 67.220 (5);
(g) Vary the requirement to wind up the partnership business in cases specified in ORS 67.290 (4), (5), (6) or (7);
(h) Choose a governing law not permitted under ORS 67.025 (1) or vary the application of this state’s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS 67.025 (2) or (3); or
(i) Restrict rights of third parties under this chapter. [1997 c.775 §3]
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