178.0408(1)(1) A partnership shall keep its books and records, if any, at its principal office. 178.0408(2)(2) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding the partnership’s business, financial condition, and other circumstances, to the extent the information is material to the partner’s rights and duties under the partnership agreement or this chapter. 178.0408(3)(3) The partnership shall furnish to each partner all of the following: 178.0408(3)(a)(a) Without demand, any information concerning the partnership’s business, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the partner already knows the information. 178.0408(3)(b)(b) On demand, any other information concerning the partnership’s business, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. 178.0408(4)(4) The duty to furnish information under sub. (3) also applies to each partner on whom a demand is made to the extent the partner knows any of the information described in sub. (3). 178.0408(5)(5) Subject to sub. (10), on 10 days’ demand made in a record received by a partnership, a person dissociated as a partner may have access to information to which the person was entitled while a partner if all of the following apply: 178.0408(5)(a)(a) The information pertains to the period during which the person was a partner. 178.0408(5)(c)(c) The person satisfies the requirements imposed on a partner by sub. (2). 178.0408(6)(6) Not later than 10 days after receiving a demand under sub. (5), the partnership in a record shall inform the person that made the demand of all of the following: 178.0408(6)(a)(a) The information that the partnership will provide in response to the demand and when and where the partnership will provide the information. 178.0408(6)(b)(b) The partnership’s reasons for declining, if the partnership declines to provide any demanded information. 178.0408(7)(7) A partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. 178.0408(8)(8) A partner or person dissociated as a partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under sub. (10) applies both to the agent or legal representative and to the partner or person dissociated as a partner. 178.0408(9)(9) Subject to s. 178.0505, the rights under this section do not extend to a person as transferee. 178.0408(10)(10) In addition to any restriction or condition stated in its partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness. 178.0408 HistoryHistory: 2015 a. 295. 178.0409178.0409 Standards of conduct for partners. 178.0409(1)(1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subs. (2) and (3). 178.0409(2)(2) The fiduciary duty of loyalty of a partner includes all of the following duties: 178.0409(2)(a)(a) The duty to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in or from any of the following: 178.0409(2)(b)(b) The duty to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership. 178.0409(2)(c)(c) The duty to refrain from competing with the partnership in the conduct of the partnership’s business before the dissolution of the partnership. 178.0409(3)(3) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 178.0105 (3) (h). 178.0409(4)(4) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights thereunder consistently with the contractual obligation of good faith and fair dealing.