6. Under subsection (b)(4), the partners' duty of care may not be unreasonably reduced below the statutory standard set forth in Section 404(d), that is, to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

For example, partnership agreements frequently contain provisions releasing a partner from liability for actions taken in good faith and in the honest belief that the actions are in the best interests of the partnership and indemnifying the partner against any liability incurred in connection with the business of the partnership if the partner acts in a good faith belief that he has authority to act. Many partnership agreements reach this same result by listing various activities and stating that the performance of these activities is deemed not to constitute gross negligence or willful misconduct. These types of provisions are intended to come within the modifications authorized by subsection (b)(4). On the other hand, absolving partners of intentional misconduct is probably unreasonable. As with contractual standards of loyalty, determining the outer limit in reducing the standard of care is left to the courts.

The standard may, of course, be increased by agreement to one of ordinary care or an even higher standard of care.

7. Subsection (b)(5) authorizes the partners to determine the standards by which the performance of the obligation of good faith and fair dealing is to be measured. The language of subsection (b)(5) is based on UCC Section 1102(3). The partners can negotiate and draft specific contract provisions tailored to their particular needs (e.g., five days notice of a partners' meeting is adequate notice), but blanket waivers of the obligation are unenforceable. See, e.g., PPG Indus., Inc. v. Shell Oil Co., 919 F.2d 17 (5th Cir. 1990); First Security Bank v. Mountain View Equip. Co., 112 Idaho 158, 730 P.2d 1078 (Ct.