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does not otherwise provide, this chapter governs relations among | | the partners and between the partners and the partnership. |
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| | | 2.__Nonwaivable provisions of chapter.__The partnership | | agreement may not: |
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| | | A.__Vary the rights and duties under section 1005 except to | | eliminate the duty to provide copies of statements to all of | | the partners; |
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| | | B.__Unreasonably restrict the right of access to books and | | records under section 1043, subsection 2; |
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| | | C.__Eliminate the duty of loyalty under section 1044, | | subsection 2 or section 1063, subsection 2, paragraph C, | | but: |
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| | | (1)__The partnership agreement may identify specific | | types or categories of activities that do not violate | | the duty of loyalty if not manifestly unreasonable; or |
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| | | (2)__All of 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; |
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| | | D.__Unreasonably reduce the duty of care under section 1044, | | subsection 3 or section 1063, subsection 2, paragraph C; |
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| | | E.__Eliminate the obligation of good faith and fair dealing | | under section 1044, subsection 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 manifestly unreasonable; |
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| | | F.__Vary the power to dissociate as a partner under section | | 1062, subsection 1, except to require the notice under | | section 1061, subsection 1 to be in writing; |
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| | | G.__Vary the right of a court to expel a partner in the | | events specified in section 1061, subsection 5; |
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| | | H.__Vary the requirement to wind up the partnership business | | in cases specified in section 1081, subsection 4, 5 or 6; |
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| | | I.__Vary the law applicable to a limited liability | | partnership under section 1006, subsection 2; or |
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| | | J.__Restrict rights of 3rd parties under this chapter. |
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