Ch. 654

1997 LAWS OF MARYLAND

CONDUCTING THE TRANSACTION KNOWS, HAS NOTICE, OR RECEIVES A
NOTIFICATION OF THE FACT, OR IN ANY EVENT WHEN THE FACT WOULD HAVE
BEEN BROUGHT TO THE INDIVIDUAL'S ATTENTION IF THE PERSON HAD EXERCISED
REASONABLE DILIGENCE. THE PERSON EXERCISES REASONABLE DILIGENCE IF IT
MAINTAINS REASONABLE ROUTINES FOR COMMUNICATING SIGNIFICANT
INFORMATION TO THE INDIVIDUAL CONDUCTING THE TRANSACTION AND THERE IS
REASONABLE COMPLIANCE WITH THE ROUTINES. REASONABLE DILIGENCE DOES
NOT REQUIRE AN INDIVIDUAL ACTING FOR THE PERSON TO COMMUNICATE
INFORMATION UNLESS THE COMMUNICATION IS PART OF THE INDIVIDUAL'S
REGULAR DUTIES OR THE INDIVIDUAL HAS REASON TO KNOW OF THE
TRANSACTION AND THAT THE TRANSACTION WOULD BE MATERIALLY AFFECTED
BY THE INFORMATION.

(F) A PARTNER'S KNOWLEDGE, NOTICE, OR RECEIPT OF A NOTIFICATION OF
A FACT RELATING TO THE PARTNERSHIP IS EFFECTIVE IMMEDIATELY AS
KNOWLEDGE BY, NOTICE TO, OR RECEIPT OF A NOTIFICATION BY THE
PARTNERSHIP, EXCEPT IN THE CASE OF A FRAUD ON THE PARTNERSHIP
COMMITTED BY OR WITH THE CONSENT OF THAT PARTNER.

9-103. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.

(A)     EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION (B), RELATIONS
AMONG THE PARTNERS AND BETWEEN THE PARTNERS AND THE PARTNERSHIP ARE
GOVERNED BY THE PARTNERSHIP AGREEMENT. TO THE EXTENT THE PARTNERSHIP
AGREEMENT DOES NOT OTHERWISE PROVIDE, THIS TITLE GOVERNS RELATIONS
AMONG THE PARTNERS AND BETWEEN THE PARTNERS AND THE PARTNERSHIP.

(B)     THE PARTNERSHIP AGREEMENT MAY NOT:

(1)      VARY THE RIGHTS AND DUTIES UNDER § 9-105 OF THIS SUBTITLE
EXCEPT TO ELIMINATE THE DUTY TO PROVIDE COPIES OF STATEMENTS TO ALL OF
THE PARTNERS;

(2)      UNREASONABLY RESTRICT THE RIGHT OF ACCESS TO BOOKS AND
RECORDS UNDER § 9-403(B) OF THIS TITLE;

(3)      ELIMINATE THE DUTY OF LOYALTY UNDER § 9-404(B) OR § 9-603(B)(3)
OF THIS TITLE, BUT:

(I)      THE PARTNERSHIP AGREEMENT MAY IDENTIFY SPECIFIC
TYPES OR CATEGORIES OF ACTIVITIES THAT DO NOT VIOLATE THE DUTY OF
LOYALTY; HOWEVER, THE PARTNERSHIP AGREEMENT MAY NOT BE AMENDED TO
EXPAND OR ADD ANY SPECIFIC TYPES OR CATEGORIES OF ACTIVITIES THAT DO
NOT VIOLATE THE DUTY OF LOYALTY WITHOUT THE CONSENT OF ALL PARTNERS
AFTER FULL DISCLOSURE OF ALL MATERIAL FACTS; OR

(II)     ALL OF THE PARTNERS OR A NUMBER OR PERCENTAGE OF
NOT LESS THAN A MAJORITY OF DISINTERESTED PARTNERS SPECIFIED IN THE
PARTNERSHIP AGREEMENT MAY AUTHORIZE OR RATIFY, AFTER FULL DISCLOSURE
OF ALL MATERIAL FACTS, A SPECIFIC ACT OR TRANSACTION THAT OTHERWISE
WOULD VIOLATE THE DUTY OF LOYALTY;

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