Mississippi Code
Article 1 - General Provisions
§ 79-14-105. Partnership agreement; scope, function, and limitations

Except as otherwise provided in subsections (c) and (d), the partnership agreement governs:
To the extent the partnership agreement does not provide for a matter described in subsection (a), this chapter governs the matter.
A partnership agreement may not:
Vary the law applicable under Section 79-14-104;
Vary a limited partnership's capacity under Section 79-14-111 to sue and be sued in its own name;
Vary any requirement, procedure, or other provision of this chapter pertaining to:
Registered agents; or
The Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under this chapter;
Subject to subsection (c)(8), without limiting other terms that may be included in a partnership agreement, the following rules apply:
The partnership agreement may:
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; and
Alter the prohibition in Section 79-14-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.
If not manifestly unreasonable, the partnership agreement may:
Alter or eliminate the aspects of the duty of loyalty stated in Section 79-14-409(b);
Identify specific types or categories of activities that do not violate the duty of loyalty;
Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
Alter or eliminate any other fiduciary duty.
The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subsection (c)(7) or (d)(2). 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; and
May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
The objective of the term is unreasonable; or
The term is an unreasonable means to achieve its objective.