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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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