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§1044.__General standards of partner's conduct |
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| | 1.__Partner's fiduciary duties.__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 2 | and 3 as those duties may be clarified or limited in the | partnership agreement to the extent and in the manner authorized | by section 1003, subsection 2. |
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| | 2.__Duty of loyalty limited.__A partner's duty of loyalty to | the partnership and the other partners is limited to the | following: |
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| A.__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; |
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| B.__To refrain from knowingly 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 |
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| C.__To refrain from competing with the partnership in the | conduct of the partnership business before the dissolution | of the partnership. |
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| | 3.__Duty of care.__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. |
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| | 4.__Obligation of good faith and fair dealing.__A partner | shall discharge the duties to the partnership and the other | partners under this chapter or under the partnership agreement | and exercise any rights consistently with the obligation of good | faith and fair dealing, as those obligations may be clarified in | the partnership agreement to the extent and in the manner | authorized by section 1003, subsection 2. |
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| | 5.__Partner's own interest.__A partner does not violate a duty | or obligation under this chapter or under the partnership | agreement merely because the partner's conduct furthers the | partner's own interest. |
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| | 6.__Loan to and business with partnership.__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 |
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