Montana Title 35. Corporations, Partnerships, and Associations § 35-12-515. Effect of partnership agreement--nonwaivable provisions

(a) vary a limited partnership's power under 35-12-512 to sue, be sued, and defend in its own name;

(b) vary the law applicable to a limited partnership under 35-12-513;

(c) vary the requirements of 35-12-604;

(d) vary the information required under 35-12-508 or unreasonably restrict the right to information under 35-12-705 or 35-12-810, 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;

(e) eliminate the duty of loyalty under 35-12-811, but the partnership agreement may:

(f) unreasonably reduce the duty of care under 35-12-811(3);

(g) eliminate the obligation of good faith and fair dealing under 35-12-707(2) and 35-12-811(4), 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;

(h) vary the power of a person to dissociate as a general partner under 35-12-1019(1) except to require that the notice under 35-12-1018(1) be in a record;

(i) vary the power of a court to decree dissolution in the circumstances specified in 35-12-1202;

(j) vary the requirement to wind up the partnership's business as specified in 35-12-1205;

(k) unreasonably restrict the right to maintain an action;

(l) restrict the right of a partner under 35-12-1515(1) to approve a conversion or merger or the right of a general partner under 35-12-1515(2) to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or

(m) restrict rights under this chapter of a person other than a partner or a transferee.