§425-103  Effect of partnership agreement;nonwaivable provisions.  (a)  Except as otherwise provided in subsection(b), relations among the partners and between the partners and the partnershipare governed by the partnership agreement.  To the extent the partnershipagreement does not otherwise provide, this part governs relations among thepartners and between the partners and the partnership.

(b)  The partnership agreement shall not:

(1)  Vary the rights and duties under section 425-105except to eliminate the duty to provide copies of statements to all of thepartners;

(2)  Unreasonably restrict the right of access tobooks and records under section 425-122(b);

(3)  Eliminate the duty of loyalty under section425-123(b) or 425-132(b)(3), but:

(A)  The partnership agreement may identifyspecific types or categories of activities that do not violate the duty ofloyalty, if not manifestly unreasonable; or

(B)  All of the partners or a number orpercentage specified in the partnership agreement may authorize or ratify,after full disclosure of all material facts, a specific act or transaction thatotherwise would violate the duty of loyalty;

(4)  Unreasonably reduce the duty of care undersection 425-123(c) or 425-132(b)(3);

(5)  Eliminate the obligation of good faith and fairdealing under section 425-123(d), but the partnership agreement may prescribethe standards by which the performance of the obligation is to be measured, ifthe standards are not manifestly unreasonable;

(6)  Vary the power to dissociate as a partner undersection 425-131(a), except to require the notice under section 425-130(1) to bein writing;

(7)  Vary the right of a court to expel a partner inthe events specified in section 425-130(5);

(8)  Vary the requirement to wind up the partnershipbusiness in cases specified in section 425-138(4), (5), or (6); or

(9)  Restrict rights of third parties under this part.[L 1999, c 284, pt of §1; am L 2000, c 218, §4]