Okla. Stat. tit. 54, § 54-1-404: General Standards of Partner's Conduct

General Standards of Partner's Conduct. (a) The only fiduciary

duties a partner owes to the partnership and the other partners are

the duty of loyalty and the duty of care set forth in subsections

(b) and (c) of this section.

(b) A partner's duty of loyalty to the partnership and the

other partners is limited to the following:

(1) to account to the partnership and hold as trustee for it

any property, profit, or benefit derived by the partner in the

conduct and winding up of the partnership business or derived from a

use by the partner of partnership property, including the

appropriation of a partnership opportunity;

(2) to refrain from dealing with the partnership in the conduct

or winding up of the partnership business as or on behalf of a party

having an interest adverse to the partnership; and

(3) to refrain from competing with the partnership in the

conduct of the partnership business before the dissolution of the

partnership.

(c) A partner's duty of care to the partnership and the other

partners in the conduct and winding up of the partnership business

is limited to refraining from engaging in grossly negligent or

reckless conduct, intentional misconduct, or a knowing violation of

law.

(d) A partner shall discharge the duties to the partnership and

the other partners under this act or under the partnership agreement

and exercise any rights consistently with the obligation of good

faith and fair dealing.

(e) A partner does not violate a duty or obligation under this

act or under the partnership agreement merely because the partner's

conduct furthers the partner's own interest.

(f) A partner may lend money to and transact other business

with the partnership, and as to each loan or transaction the rights

and obligations of the partner are the same as those of a person who

is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnership

business as the personal or legal representative of the last

surviving partner as if the person were a partner.