35-10-106. Effect of partnership agreement -- nonwaivable provisions.
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35-10-106 . Effect of partnership agreement -- nonwaivable provisions.
(1)Except as provided in subsection (2), a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2)A partnership agreement may not:
(a)vary the rights and duties under 35-10-111 except to eliminate the duty to provide copies of statements to all of the partners;
(b)unreasonably restrict a partner's right of access to books and records under 35-10-402 (2);
(c)eliminate the duty of loyalty under 35-10-405 (3);
(d)unreasonably reduce the duty of care under 35-10-405 (4);
(e)eliminate the obligation of good faith and fair dealing under 35-10-405 (5);
(f)vary the power to withdraw as a partner under 35-10-616 (1), except to require the notice to be in writing;
(g)vary the right to expulsion of a partner by a court in the events specified in 35-10-616 (5);
(h)vary the requirement to wind up the partnership business in cases specified in 35-10-624 (4), (5), or (6); or
(i)restrict rights of third parties under this chapter.