(This is Section 103 of the Uniform Partnership Act (1997).)

1. The general rule under Section 103(a) is that relations among the partners and between the partners and the partnership are governed by the partnership agreement. See Section 101(5). To the extent that the partners fail to agree upon a contrary rule, RUPA provides the default rule. Only the rights and duties listed in Section 103(b), and implicitly the corresponding liabilities and remedies under Section 405, are mandatory and cannot be waived or varied by agreement beyond what is authorized. Those are the only exceptions to the general principle that the provisions of RUPA with respect to the rights of the partners inter se are merely default rules, subject to modification by the partners. All modifications must also, of course, satisfy the general standards of contract validity. See Section 104.

2. Under subsection (b)(1), the partnership agreement may not vary the requirements for executing, filing, and recording statements under Section 105, except the duty to provide copies to all the partners. A statement that is not executed, filed, and recorded in accordance with the statutory requirements will not be accorded the effect prescribed in the Act, except as provided in Section 303(d).

3. Subsection (b)(2) provides that the partnership agreement may not unreasonably restrict a partner or former partner's access rights to books and records under Section 403(b). It is left to the courts to determine what restrictions are reasonable. See Comment 2 to Section 403. Other information rights in Section 403 can be varied or even eliminated by agreement.

4. Subsection (b)(3) through (5) are intended to ensure a fundamental core of fiduciary responsibility. Neither the fiduciary duties of loyalty or care, nor the obligation of good faith and fair dealing, may be eliminated entirely. However, the statutory requirements of each can be modified by agreement, subject to the limitation stated in subsection (b)(3) through (5).

There has always been a tension regarding the extent to which a partner's fiduciary duty of loyalty can be varied by agreement, as contrasted with the other partners' consent to a particular and known breach of duty. On the one hand, courts have been loathe to enforce agreements broadly "waiving" in advance a partner's fiduciary duty of loyalty, especially where there is unequal bargaining power, information, or