North Dakota Century Code Title 45. Partnerships § 45-10.2-12. Effect of partnership agreement and nonwaivable provisions

a. Vary the power of a limited partnership under section 45-10.2-08 to sue, be sued, and defend in its own name;

b. Vary the law applicable to a limited partnership under section 45-10.2-09;

c. Vary the requirements of section 45-10.2-25;

d. Vary the information required under section 45-10.2-13 or unreasonably restrict the right to information under section 45-10.2-34 or 45-10.2-43, 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 restrictions on use;

e. Eliminate the duty of loyalty under section 45-10.2-44, but the partnership agreement may:

f. Unreasonably reduce the duty of care under subsection 3 of section 45-10.2-44;

g. Eliminate the obligation of good faith and fair dealing under subsection 2 of section 45-10.2-35 and subsection 4 of section 45-10.2-44, 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 subsection 1 of section 45-10.2-58 except to require that the notice under subsection 1 of section 45-10.2-57 be in a record;

i. Vary the power of a court to decree dissolution in the circumstances specified in section 45-10.2-67;

j. Vary the requirement to wind up the business of a partnership as specified in section 45-10.2-68;

k. Unreasonably restrict the right to maintain an action under sections 45-10.2-89 through 45-10.2-93;

l. Restrict the right of a partner under subsection 1 of section 45-10. 2-104 to approve a conversion or merger;

m. Restrict the right of a general partner under subsection 2 of section 45-10.2-104 to consent to an amendment to the certificate of limited partnership which converts the limited partnership to a limited liability limited partnership; or

n. Restrict rights under this chapter of a person other than a partner or a transferee.