8. Section 602(a) continues the traditional UPA Section 31(2) rule that every partner has the power to withdraw from the partnership at any time, which power can not be bargained away. Section 103(b)(6) provides that the partnership agreement may not vary the power to dissociate as a partner under Section 602(a), except to require that the notice of withdrawal under Section 601(1) be in writing. The UPA was silent with respect to requiring a written notice of withdrawal.

9. Under subsection (b)(7), the right of a partner to seek court expulsion of another partner under Section 601(5) can not be waived or varied (e.g., requiring a 90day notice) by agreement. Section 601(5) refers to judicial expulsion on such grounds as misconduct, breach of duty, or impracticability.

10. Under subsection (b)(8), the partnership agreement may not vary the right of partners to have the partnership dissolved and its business wound up under Section 801(4), (5), or (6). Section 801(4) provides that the partnership must be wound up if its business is unlawful. Section 801(5) provides for judicial winding up in such circumstances as frustration of the firm's economic purpose, partner misconduct, or impracticability. Section 801(6) accords standing to transferees of an interest in the partnership to seek judicial dissolution of the partnership in specified circumstances.

11. Subsection (b)(9) makes clear that a limited liability partnership may not designate the law of a State other than the State where it filed its statement of qualification to govern its internal affairs and the liability of its partners. See Sections 101(5), 106(b), and 202(a). Therefore, the selection of a State within which to file a statement of qualification has important choice of law ramifications, particularly where the partnership was formed in another State. See Comments to Section 106(b).

12. Although stating the obvious, subsection(b)(10) provides expressly that the rights of a third party under the Act may not be restricted by an agreement among the partners to which the third party has not agreed. A non-partner who is a party to an agreement among the partners is, of course, bound. Cf. Section 703(c) (creditor joins release).

13. The Article 9 rules regarding conversions and mergers are not listed in Section 103(b) as mandatory. Indeed, Section 907 states expressly that partnerships may be converted and merged in any other manner provided by law. The effect of compliance with Article 9 is to provide a "safe harbor" assuring