EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION.

(a) Except as otherwise provided in subsection (b) of this section, 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, the Uniform Limited Partnership Act of 2010 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 5 of this act to sue, be sued, and defend in its own name;

(2) vary the law applicable to a limited partnership under Section 6 of this act;

(3) vary the requirements of Section 22 of this act;

(4) vary the information required under Section 11 of this act or unreasonably restrict the right to information under Section 32 or 41 of this act, 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 42 of this act, 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 which 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 subsection (c) of Section 42 of this act;

(7) eliminate the obligation of good faith and fair dealing under subsection (b) of Section 33 of this act and subsection (d) of Section 42 of this act, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(8) vary the power of a person to dissociate as a general partner under subsection (a) of Section 55 of this act except to require that the notice under paragraph (1) of Section 54 of this act be in a record;

(9) vary the power of a court to decree dissolution in the circumstances specified in Section 64 of this act;

(10) vary the requirement to wind up the partnership’s business as specified in Section 65 of this act;

(11) unreasonably restrict the right to maintain an action under Article 10 of this act;

(12) restrict the right of a partner under subsection (a) of Section 97 of this act or the right of a general partner under subsection (b) of Section 97 of this act; or

(13) restrict rights under the Uniform Limited Partnership Act of 2010 of a person other than a partner or a transferee.

Added by Laws 2010, c. 384, § 10, eff. Jan. 1, 2011.