178.0105(3)(i)(i) Unless the partnership is a limited liability partnership, vary the power of a person to dissociate as a partner under s. 178.0602 (1), except to require that the notice under s. 178.0601 (1) be in a record and to not unreasonably specify how the notice must be given.

178.0105(3)(L)(L) Vary the requirement to wind up the partnership’s business as specified in s. 178.0802 (1), (2) (a), and (4).

178.0105(3)(m)(m) Vary the right of a partner under s. 178.0901 (6) to vote on or consent to a cancellation of a statement of qualification.

178.0105(3)(n)(n) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143 (1), or 178.1153 (1), except by written provision in the partnership agreement that does not impair the rights of the partner under s. 178.1161.

178.0105(3)(np)(np) Impair the rights of a partner under s. 178.1161, except to require that the notice of acceptance under s. 178.1161 (2) be in a record or be given fewer than 60, but not fewer than 10, days of receipt of the offer.

178.0105(3)(o)(o) Vary the required contents of a plan of merger under s. 178.1122, plan of interest exchange under s. 178.1132, plan of conversion under s. 178.1142, or plan of domestication under s. 178.1152.

178.0105(3)(p)(p) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:

178.0105(3)(p)1.1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 178.0909 (2).

178.0105(3)(p)2.2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.

178.0105(3)(q)(q) Except as otherwise provided in ss. 178.0106 and 178.0107 (2), restrict the rights under this chapter of a person other than a partner.

178.0105(4)(4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply:

178.0105(4)(a)1.1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

178.0105(4)(a)2.2. Alter the prohibition in s. 178.0406 (1) (b) so that the prohibition requires only that the partnership’s total assets not be less than the sum of its total liabilities.

178.0105(4)(b)(b) To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility which would have pertained to the responsibility.

178.0105(4)(c)1.1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 178.0409 (2).

178.0105(4)(c)2.2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.

178.0105(5)(5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (f) or (4) (c). The court shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes and business of the partnership, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term’s objective.

178.0106(1)(1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.

178.0106(2)(2) A person that becomes a partner is deemed to assent to the partnership agreement.

178.0106(3)(3) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.