[§425E-110]  Effect of partnershipagreement; nonwaivable provisions.  (a)  Except as otherwiseprovided in subsection  (b), the partnership agreement governs relations amongthe partners, and between the partners and the partnership.  To the extent thepartnership agreement does not otherwise provide, this chapter governsrelations among the partners, and between the partners and the partnership.

(b)  A partnership agreement may not:

(1)  Vary a limited partnership's power under section425E-105 to sue, be sued, and defend in its own name;

(2)  Vary the law applicable to a limited partnershipunder section 425E-106;

(3)  Vary the requirements of section 425E-204;

(4)  Vary the information required under section425E-111 or unreasonably restrict the right to information under section425E-304 or 425E-407, but the partnership agreement may impose reasonablerestrictions on the availability and use of information obtained under thosesections and may define appropriate remedies, including liquidated damages, fora breach of any reasonable restriction on use;

(5)  Eliminate the duty of loyalty under section425E-408, but the partnership agreement may:

(A)  Identify specific types or categories ofactivities that do not violate the duty of loyalty, if not manifestlyunreasonable; and

(B)  Specify the number or percentage ofpartners that may authorize or ratify, after full disclosure to all partners ofall material facts, a specific act or transaction that otherwise would violatethe duty of loyalty;

(6)  Unreasonably reduce the duty of care undersection 425E-408(c);

(7)  Eliminate the obligation of good faith and fairdealing under sections 425E-305(b) and 425E-408(d), but the partnershipagreement may prescribe the standards by which the performance of the obligationshall be measured, if the standards are not manifestly unreasonable;

(8)  Vary the power of a person to dissociate as ageneral partner under section 425E-604(a) except to require that the noticeunder section 425E-603(1) be in a record;

(9)  Vary the power of a court to decree dissolutionin the circumstances specified in section 425E-802;

(10)  Vary the requirement to wind up the partnership'sbusiness as specified in section 425E-803;

(11)  Unreasonably restrict the right to maintain anaction under article 10;

(12)  Restrict the right of a partner under section425E-1110(a) to approve a conversion or merger or the right of a generalpartner under section 425E-1110(b) to consent to an amendment to thecertificate of limited partnership which deletes a statement that the limitedpartnership is a limited liability limited partnership; or

(13)  Restrict rights under this chapter of a personother than a partner or a transferee. [L 2003, c 210, pt of §1]