{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-1-103","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-1-103","heading":"Effect of Partnership Agreement; Nonwaivable Provisions","body":"Effect of Partnership Agreement; Nonwaivable Provisions. (a)\n\nExcept as otherwise provided in subsection (b) of this section,\n\nrelations among the partners and between the partners and the\n\npartnership are governed by the partnership agreement. To the\n\nextent the partnership agreement does not otherwise provide, this\n\nact governs relations among the partners and between the partners\n\nand the partnership.\n\n(b) The partnership agreement may not:\n\n(1) vary the rights and duties under Section 6 of this act\n\nexcept to eliminate the duty to provide copies of statements to all\n\nof the partners;\n\n(2) unreasonably restrict the right of access to books and\n\nrecords under subsection (b) of Section 24 of this act;\n\n(3) eliminate the duty of loyalty under subsection (b) of\n\nSection 25 of this act or paragraph (3) of subsection (b) of Section\n\n34 of this act, but:\n\n(i) the partnership agreement may identify specific types\n\nor categories of activities that do not violate the\n\nduty of loyalty, if not manifestly unreasonable; or\n\n(ii) all of the partners or a number or percentage\n\nspecified in the partnership agreement may authorize\n\nor ratify, after full disclosure of all material\n\nfacts, a specific act or transaction that otherwise\n\nwould violate the duty of loyalty;\n\n(4) unreasonably reduce the duty of care under subsection (c)\n\nof Section 25 of this act or paragraph (3) of subsection (b) of\n\nSection 34 of this act;\n\n(5) eliminate the obligation of good faith and fair dealing\n\nunder subsection (d) of Section 25 of this act, but the partnership\n\nagreement may prescribe the standards by which the performance of\n\nthe obligation is to be measured, if the standards are not\n\nmanifestly unreasonable;\n\n(6) vary the power to dissociate as a partner under subsection\n\n(a) of Section 33 of this act, except to require the notice under\n\nparagraph (1) of Section 32 of this act to be in writing;\n\n(7) vary the right of a court to expel a partner in the events\n\nspecified in paragraph (5) of Section 32 of this act;\n\n(8) vary the requirement to wind up the partnership business in\n\ncases specified in paragraphs (4), (5), or (6) of Section 40 of this\n\nact; or\n\n(9) vary the law applicable to a limited liability partnership\n\nunder subsection (b) of Section 7 of this act; or\n\n(10) restrict rights of third parties under this act.","path":["OK Code","Title 54"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os54.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"4cce7f853e48ca82acceeee981eaf1eab734b8f3c821233ee187c82253df46f5","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-1-102","next":"us-ok/okla.-stat.-tit.-54-54-1-104"},"notice":"GroundRules: Original legal text. Not legal advice."}