{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-110a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-110A","heading":"Effect of partnership agreement - Nonwaivable","body":"provision.\n\nEFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION.\n\n(a) Except as otherwise provided in subsection (b) of this\n\nsection, the partnership agreement governs relations among the\n\npartners and between the partners and the partnership. To the\n\nextent the partnership agreement does not otherwise provide, the\n\nUniform Limited Partnership Act of 2010 governs relations among the\n\npartners and between the partners and the partnership.\n\n(b) A partnership agreement may not:\n\n(1) vary a limited partnership’s power under Section 5 of this\n\nact to sue, be sued, and defend in its own name;\n\n(2) vary the law applicable to a limited partnership under\n\nSection 6 of this act;\n\n(3) vary the requirements of Section 22 of this act;\n\n(4) vary the information required under Section 11 of this act\n\nor unreasonably restrict the right to information under Section 32\n\nor 41 of this act, but the partnership agreement may impose\n\nreasonable restrictions on the availability and use of information\n\nobtained under those sections and may define appropriate remedies,\n\nincluding liquidated damages, for a breach of any reasonable\n\nrestriction on use;\n\n(5) eliminate the duty of loyalty under Section 42 of this act,\n\nbut the partnership agreement may:\n\n(A) identify specific types or categories of activities\n\nthat do not violate the duty of loyalty, if not\n\nmanifestly unreasonable; and\n\n(B) specify the number or percentage of partners which may\n\nauthorize or ratify, after full disclosure to all\n\npartners of all material facts, a specific act or\n\ntransaction that otherwise would violate the duty of\n\nloyalty;\n\n(6) unreasonably reduce the duty of care under subsection (c)\n\nof Section 42 of this act;\n\n(7) eliminate the obligation of good faith and fair dealing\n\nunder subsection (b) of Section 33 of this act and subsection (d) of\n\nSection 42 of this act, but the partnership agreement may prescribe\n\nthe standards by which the performance of the obligation is to be\n\nmeasured, if the standards are not manifestly unreasonable;\n\n(8) vary the power of a person to dissociate as a general\n\npartner under subsection (a) of Section 55 of this act except to\n\nrequire that the notice under paragraph (1) of Section 54 of this\n\nact be in a record;\n\n(9) vary the power of a court to decree dissolution in the\n\ncircumstances specified in Section 64 of this act;\n\n(10) vary the requirement to wind up the partnership’s business\n\nas specified in Section 65 of this act;\n\n(11) unreasonably restrict the right to maintain an action\n\nunder Article 10 of this act;\n\n(12) restrict the right of a partner under subsection (a) of\n\nSection 97 of this act or the right of a general partner under\n\nsubsection (b) of Section 97 of this act; or\n\n(13) restrict rights under the Uniform Limited Partnership Act\n\nof 2010 of a person other than a partner or a transferee.","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":"4b547395faa823e309b17b33ba2cf6bcd74f72174949820d8f2b99f5a34967fd","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-1109a","next":"us-ok/okla.-stat.-tit.-54-54-500-1110a"},"notice":"GroundRules: Original legal text. Not legal advice."}