However, even if a state has adopted the UPA, partners may be able to modify some of these rights and responsibilities in a partnership agreement. Unless the partnership agreement provides otherwise, each partner has equal rights in the management and conduct of the partnership business. If partners disagree over a course of action and the partnership agreement doesn't specify how to resolve the issue, the agreement of a majority of partners is needed. To amend the partnership agreement or take an action outside the ordinary course of business, however, requires unanimous consent of all of the partners. The most important of the partners' duties is the fiduciary duty.
Partners owe a fiduciary duty to the partnership and to the other partners.
This means partners must always act with fairness, good faith and for the benefit of the partnership and the other partners. A partner will breach his or her duty of care to the partnership, if he or she engages in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of the law. Partners may expel from the partnership a partner who breaches a fiduciary duty. This does not mean that a partner cannot act in his or her own interest. For example, a partner who owns a separate business may vote against a proposal by the partnership to open a business that competes with the partner's business.