Okla. Stat. tit. 54, § 54-500-110A: Effect of partnership agreement - Nonwaivable

provision.

EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION.

(a) Except as otherwise provided in subsection (b) of this

section, the partnership agreement governs relations among the

partners and between the partners and the partnership. To the

extent the partnership agreement does not otherwise provide, the

Uniform Limited Partnership Act of 2010 governs relations among the

partners and between the partners and the partnership.

(b) A partnership agreement may not:

(1) vary a limited partnership’s power under Section 5 of this

act to sue, be sued, and defend in its own name;

(2) vary the law applicable to a limited partnership under

Section 6 of this act;

(3) vary the requirements of Section 22 of this act;

(4) vary the information required under Section 11 of this act

or unreasonably restrict the right to information under Section 32

or 41 of this act, but the partnership agreement may impose

reasonable restrictions on the availability and use of information

obtained under those sections and may define appropriate remedies,

including liquidated damages, for a breach of any reasonable

restriction on use;

(5) eliminate the duty of loyalty under Section 42 of this act,

but the partnership agreement may:

(A) identify specific types or categories of activities

that do not violate the duty of loyalty, if not

manifestly unreasonable; and

(B) specify the number or percentage of partners which may

authorize or ratify, after full disclosure to all

partners of all material facts, a specific act or

transaction that otherwise would violate the duty of

loyalty;

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

of Section 42 of this act;

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

under subsection (b) of Section 33 of this act and subsection (d) of

Section 42 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;

(8) vary the power of a person to dissociate as a general

partner under subsection (a) of Section 55 of this act except to

require that the notice under paragraph (1) of Section 54 of this

act be in a record;

(9) vary the power of a court to decree dissolution in the

circumstances specified in Section 64 of this act;

(10) vary the requirement to wind up the partnership’s business

as specified in Section 65 of this act;

(11) unreasonably restrict the right to maintain an action

under Article 10 of this act;

(12) restrict the right of a partner under subsection (a) of

Section 97 of this act or the right of a general partner under

subsection (b) of Section 97 of this act; or

(13) restrict rights under the Uniform Limited Partnership Act

of 2010 of a person other than a partner or a transferee.