Ch. 654

1997 LAWS OF MARYLAND

PERTAINING TO THE PERIOD DURING WHICH THEY WERE PARTNERS. THE RIGHT OF
ACCESS PROVIDES THE OPPORTUNITY TO INSPECT AND COPY BOOKS AND RECORDS
DURING ORDINARY BUSINESS HOURS. A PARTNERSHIP MAY IMPOSE A REASONABLE
CHARGE, COVERING THE COSTS OF LABOR AND MATERIAL, FOR COPIES OF
DOCUMENTS FURNISHED.

(C) EACH PARTNER AND THE PARTNERSHIP SHALL FURNISH TO A PARTNER,
AND TO THE LEGAL REPRESENTATIVE OF A DECEASED PARTNER OR PARTNER
UNDER LEGAL DISABILITY:

(1)      WITHOUT DEMAND, ANY INFORMATION CONCERNING THE
PARTNERSHIP'S BUSINESS AND AFFAIRS REASONABLY REQUIRED FOR THE PROPER
EXERCISE OF THE PARTNER'S RIGHTS AND DUTIES UNDER THE PARTNERSHIP
AGREEMENT OR THIS TITLE; AND

(2)      ON DEMAND, ANY OTHER INFORMATION CONCERNING THE
PARTNERSHIP'S BUSINESS AND AFFAIRS, EXCEPT TO THE EXTENT THE DEMAND OR
THE INFORMATION DEMANDED IS UNREASONABLE OR OTHERWISE IMPROPER
UNDER THE CIRCUMSTANCES.

9-404. GENERAL STANDARDS OF PARTNER'S CONDUCT.

(A)     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 (B) AND (C) OF THIS SECTION.

(B)     A PARTNER'S DUTY OF LOYALTY TO THE PARTNERSHIP AND THE OTHER
PARTNERS IS LIMITED TO THE FOLLOWING:

(1)      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;

(2)      TO REFRAIN FROM 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

(3)      TO REFRAIN FROM COMPETING WITH THE PARTNERSHIP IN THE
CONDUCT OF THE PARTNERSHIP BUSINESS BEFORE THE DISSOLUTION OF THE
PARTNERSHIP.

(C)     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.

(D)     A PARTNER SHALL DISCHARGE THE DUTIES TO THE PARTNERSHIP AND
THE OTHER PARTNERS UNDER THIS TITLE OR UNDER THE PARTNERSHIP
AGREEMENT AND EXERCISE ANY RIGHTS CONSISTENTLY WITH THE OBLIGATION OF
GOOD FAITH AND FAIR DEALING.

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