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(a) Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial
Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by the
Uniform Commercial Code 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 the Uniform Commercial Code
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 the Uniform Commercial Code 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.
History: 2004 c 162 art 1 s 17

Official Publication of the State of Minnesota
Revisor of Statutes