2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 9A-103 - Effect of partnership agreement; nonwaivable provisions

(a) Partnership relations. -- 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 title governs relations among the partners and between the partners and the partnership.

(b) Nonwaivable provisions. -- The partnership agreement may not:

(1) Vary the rights and duties under § 9A-105 of this subtitle 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 § 9A-403(b) of this title;

(3) Eliminate the duty of loyalty under § 9A-404(b) or § 9A-603(b)(3) of this title, but:

(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; however, the partnership agreement may not be amended to expand or add any specific types or categories of activities that do not violate the duty of loyalty without the consent of all partners after full disclosure of all material facts; or

(ii) All of the partners or a number or percentage of not less than a majority of disinterested partners 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;

(4) Unreasonably reduce the duty of care under § 9A-404(c) or § 9A-603(b)(3) of this title;

(5) Eliminate the obligation of good faith and fair dealing under § 9A-404(d) of this title, 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;

(6) Vary the power to dissociate as a partner under § 9A-602(a) of this title, except to require the notice under § 9A-601(1) of this title to be in writing;

(7) Vary the right of a court to expel a partner in the events specified in § 9A-601(5) of this title;

(8) Vary the requirement to wind up the partnership business in cases specified in § 9A-801(4), (5), or (6) of this title;

(9) Vary the law applicable to a limited liability partnership under § 9A-106 of this subtitle; or

(10) Restrict rights of third parties under this title.