[§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]