3. Subsection (c) is a significant revision of UPA Section 20 and provides a more comprehensive, although not exclusive, statement of partners' rights and duties with respect to partnership information other than books and records. Both the partnership and the other partners are obligated to furnish partnership information.

Paragraph (1) is new and imposes an affirmative disclosure obligation on the partnership and partners. There is no express UPA provision imposing an affirmative obligation to disclose any information other than the partnership books. Under some circumstances, however, an affirmative disclosure duty has been inferred from other sections of the Act, as well as from the common law, such as the fiduciary duty of good faith. Under UPA Section 18(e), for example, all partners enjoy an equal right in the management and conduct of the partnership business, absent contrary agreement. That right has been construed to require that every partner be provided with ongoing information concerning the partnership business. See Comment 7 to Section 401. Paragraph (1) provides expressly that partners must be furnished, without demand, partnership information reasonably needed for them to exercise their rights and duties as partners. In addition, a disclosure duty may, under some circumstances, also spring from the Section 404(d) obligation of good faith and fair dealing. See Comment 4 to Section 404.

Paragraph (2) continues the UPA rule that partners are entitled, on demand, to any other information concerning the partnership's business and affairs. The demand may be refused if either the demand or the information demanded is unreasonable or otherwise improper. That qualification is new to the statutory formulation. The burden is on the partnership or partner from whom the information is requested to show that the demand is unreasonable or improper. The UPA admonition that the information furnished be "true and full" has been deleted as unnecessary, and no substantive change is intended.

The Section 403(c) information rights can be waived or varied by agreement of the partners, since there is no Section 103(b) limitation on the variation of those rights as there is with respect to the Section 403(b) access rights to books and records. See Section 103(b)(2).