29-1003. Effect of partnership agreement; nonwaivable provisions

283 words·~1 min read·/az/title-29/29-1003

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

B. The partnership agreement shall not:

1. Vary the rights and duties under section 29-1005 except to eliminate the duty to provide copies of statements to all of the partners.

2. Unreasonably restrict the right of access to books and records under section 29-1033, subsection B.

3. Eliminate the duty of loyalty under section 29-1034, subsection B or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may identify types or categories of activities that do not violate the duty of loyalty.

4. Eliminate the duty of care under section 29-1034, subsection C or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may prescribe the standard by which the performance of the duty is to be measured.

5. Eliminate the obligation of good faith and fair dealing under section 29-1034, subsection D, except that the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured.

6. Vary the power to dissociate as a partner under section 29-1052, subsection A, except to require the notice under section 29-1051, paragraph 1 to be in writing.

7. Restrict rights of persons other than a partner, the partner's transferee, the legal representative of a partner, the transferee of the legal representative of a partner or the partnership under this chapter.

8. Vary the law applicable to a limited liability partnership under section 29-1006.