Okla. Stat. tit. 54, § 54-1-103: Effect of Partnership Agreement; Nonwaivable Provisions

Effect of Partnership Agreement; Nonwaivable Provisions. (a)

Except as otherwise provided in subsection (b) of this section,

relations among the partners and between the partners and the

partnership are governed by the partnership agreement. To the

extent the partnership agreement does not otherwise provide, this

act governs relations among the partners and between the partners

and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under Section 6 of this act

except to eliminate the duty to provide copies of statements to all

of the partners;

(2) unreasonably restrict the right of access to books and

records under subsection (b) of Section 24 of this act;

(3) eliminate the duty of loyalty under subsection (b) of

Section 25 of this act or paragraph (3) of subsection (b) of Section

34 of this act, but:

(i) the partnership agreement may identify specific types

or categories of activities that do not violate the

duty of loyalty, if not manifestly unreasonable; or

(ii) all of the partners or a number or percentage

specified in the partnership agreement may authorize

or ratify, after full disclosure of all material

facts, a specific act or transaction that otherwise

would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under subsection (c)

of Section 25 of this act or paragraph (3) of subsection (b) of

Section 34 of this act;

(5) eliminate the obligation of good faith and fair dealing

under subsection (d) of Section 25 of this act, but the partnership

agreement may prescribe the standards by which the performance of

the obligation is to be measured, if the standards are not

manifestly unreasonable;

(6) vary the power to dissociate as a partner under subsection

(a) of Section 33 of this act, except to require the notice under

paragraph (1) of Section 32 of this act to be in writing;

(7) vary the right of a court to expel a partner in the events

specified in paragraph (5) of Section 32 of this act;

(8) vary the requirement to wind up the partnership business in

cases specified in paragraphs (4), (5), or (6) of Section 40 of this

act; or

(9) vary the law applicable to a limited liability partnership

under subsection (b) of Section 7 of this act; or

(10) restrict rights of third parties under this act.