(a) Except as otherwise provided in subdivision (b), the 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.

(b) A partnership agreement may not do any of the following:

(1) Vary a limited partnership’s power under Section 15901.05 to sue, be sued, and defend in its own name.

(2) Vary the law applicable to a limited partnership under Section 15901.06.

(3) Vary the requirements of Section 15902.04.

(4) Vary the information required under Section 15901.11 or unreasonably restrict the right to information under Section 15903.04 or 15904.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

(5) Eliminate the duty of loyalty under Section 15904.08, but the partnership agreement may do either or both of the following:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.

(B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(6) Unreasonably reduce the duty of care under subdivision (c) of Section 15904.08.

(7) Eliminate the obligation of good faith and fair dealing under subdivision (b) of Section 15903.05 and subdivision (d) of Section 15904.08, 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.

(8) Vary the power of a person to dissociate as a general partner under subdivision (a) of Section 15906.04 except to require that the notice under subdivision (a) of Section 15906.03 be in a record.

(9) Eliminate the power of a court to decree dissolution in the circumstances specified in subdivision (a) of Section 15908.02.

(10) Vary the requirement to wind up the partnership’s business as specified in Section 15908.03.

(11) Unreasonably restrict the right to maintain an action under Article 10 (commencing with Section 15910.01).

(12) Restrict the right of a partner to approve a conversion or merger.

(13) Vary the provisions of Article 11.5 (commencing with Section 15911.20), except to the extent expressly permitted by such provisions.

(14) Restrict rights under this chapter of a person other than a partner or a transferee.

(Amended by Stats. 2007, Ch. 130, Sec. 41. Effective January 1, 2008.)