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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; |
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| | | B.__To refrain from knowingly 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 |
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| | | C.__To refrain from competing with the partnership in the | | conduct of the partnership business before the dissolution | | of the partnership. |
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| | | 3.__Duty of care.__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. |
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| | | 4.__Obligation of good faith and fair dealing.__A partner | | shall discharge the duties to the partnership and the other | | partners under this chapter or under the partnership agreement | | and exercise any rights consistently with the obligation of good | | faith and fair dealing, as those obligations may be clarified in | | the partnership agreement to the extent and in the manner | | authorized by section 1003, subsection 2. |
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| | | 5.__Partner's own interest.__A partner does not violate a duty | | or obligation under this chapter or under the partnership | | agreement merely because the partner's conduct furthers the | | partner's own interest. |
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| | | 6.__Loan to and business with partnership.__A partner may lend | | money to and transact other business with the partnership, and as | | to each loan or transaction the rights and obligations of the | | partner are the same as those of a person who is not a partner, | | subject to other applicable law. |
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| | | 7.__Personal or legal representative.__This section applies to | | a person winding up the partnership business as the personal or | | legal representative of the last surviving partner as if the | | person were a partner. |
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| | | §1045.__Actions by partnership and partners |
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| | | 1.__Partnership action against partner.__A partnership may | | maintain an action against a partner for a breach of the | | partnership agreement, or for the violation of a duty to the | | partnership, causing harm to the partnership. |
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