(a) Except as otherwise provided in (b) of this section, relations between and 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 chapter governs relations between and among the partners and between the partners and the partnership.
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Terms Used In Alaska Statutes 32.06.960

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • writing: includes printing. See Alaska Statutes 01.10.060
(b) The partnership agreement may not

(1) vary the rights and duties under Alaska Stat. § 32.06.970 except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to records under Alaska Stat. § 32.06.403(b);
(3) eliminate the duty of loyalty under Alaska Stat. § 32.06.404(b) or 32.06.603(b)(3), but

(A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B) 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;
(4) unreasonably reduce the duty of care under Alaska Stat. § 32.06.404(c) or 32.06.603(b)(3);
(5) eliminate the obligation of good faith and fair dealing under Alaska Stat. § 32.06.404(d), 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 Alaska Stat. § 32.06.602(a), except to require the notice under Alaska Stat. § 32.06.601(1) to be in writing;
(7) vary the right of a court to expel a partner in the events specified in Alaska Stat. § 32.06.601(5);
(8) vary the requirement to wind up the partnership business in cases under Alaska Stat. § 32.06.801(4), (5), or (6);
(9) vary the law applicable to a limited liability partnership under Alaska Stat. § 32.06.975(b); or
(10) restrict rights of third parties under this chapter.
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