New York Laws
Part 3 - Territorial Applicability and General Rules
1-302 - Variation by Agreement.

(a) Except as otherwise provided in subsection (b) or elsewhere in
this act, the effect of provisions of this act may be varied by
agreement.
(b) The obligations of good faith, diligence, reasonableness, and care
prescribed by this act may not be disclaimed by agreement. The parties,
by agreement, may determine the standards by which the performance of
those obligations is to be measured if those standards are not
manifestly unreasonable. Whenever this act requires an action to be
taken within a reasonable time, a time that is not manifestly
unreasonable may be fixed by agreement.
(c) The presence in certain provisions of this act of the phrase
"unless otherwise agreed", or words of similar import, does not imply
that the effect of other provisions may not be varied by agreement under
this section.

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