Okla. Stat. tit. 54, § 54-500-408A

GENERAL STANDARDS OF GENERAL PARTNER’S CONDUCT.

(a) The only fiduciary duties that a general partner has to the

limited partnership and the other partners are the duties of loyalty

and care under subsections (b) and (c) of this section.

(b) A general partner’s duty of loyalty to the limited

partnership and the other partners is limited to the following:

(1) to account to the limited partnership and hold as trustee

for it any property, profit, or benefit derived by the general

partner in the conduct and winding up of the limited partnership’s

activities or derived from a use by the general partner of limited

partnership property, including the appropriation of a limited

partnership opportunity;

(2) to refrain from dealing with the limited partnership in the

conduct or winding up of the limited partnership’s activities as or

on behalf of a party having an interest adverse to the limited

partnership; and

(3) to refrain from competing with the limited partnership in

the conduct or winding up of the limited partnership’s activities.

(c) A general partner’s duty of care to the limited partnership

and the other partners in the conduct and winding up of the limited

partnership’s activities is limited to refraining from engaging in

grossly negligent or reckless conduct, intentional misconduct, or a

knowing violation of law.

(d) A general partner shall discharge the duties to the

partnership and the other partners under the Uniform Limited

Partnership Act of 2010 or under the partnership agreement and

exercise any rights consistently with the obligation of good faith

and fair dealing.

(e) A general partner does not violate a duty or obligation

under the Uniform Limited Partnership Act of 2010 or under the

partnership agreement merely because the general partner’s conduct

furthers the general partner’s own interest.