1. Except as otherwise provided in subsection 2, 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, chapters 45-13
through 45-21 govern relations among the partners and between the partners and the
partnership.
2. The partnership agreement may not:
a. Vary the rights and duties under section 45-13-05 except to eliminate the duty to
provide copies of statements to all of the partners;
b. Unreasonably restrict the right of access to books and records under
subsection 2 of section 45-16-03;
c. Eliminate the duty of loyalty under subsection 2 of section 45-16-04 or
subdivision c of subsection 2 of section 45-18-03, but:
(1)The partnership agreement may identify
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1. Except as otherwise provided in subsection 2, 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, chapters 45-13
through 45-21 govern relations among the partners and between the partners and the
partnership.
2. The partnership agreement may not:
a. Vary the rights and duties under section 45-13-05 except to eliminate the duty to
provide copies of statements to all of the partners;
b. Unreasonably restrict the right of access to books and records under
subsection 2 of section 45-16-03;
c. Eliminate the duty of loyalty under subsection 2 of section 45-16-04 or
subdivision c of subsection 2 of section 45-18-03, but:
(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
(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;
d. Unreasonably reduce the duty of care under subsection 3 of section 45-16-04 or
subdivision c of subsection 2 of section 45-18-03;
e. Eliminate the obligation of good faith and fair dealing under subsection 4 of
section 45-16-04, 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;
f. Vary the power to dissociate as a partner under subsection 1 of section 45-18-02,
except to require the notice under subsection 1 of section 45-18-01 to be in
writing;
g. Vary the right of a court to expel a partner in the events specified in subsection 5
of section 45-18-01;
h. Vary the requirement to wind up the partnership business in cases specified in
subsection 4, 5, or 6 of section 45-20-01;
i. Vary the law applicable to a limited liability partnership under chapter 45-22; or
j. Restrict rights of third parties under chapters 45-13 through 45-21.