Common use of Standards of Care Clause in Contracts

Standards of Care. In the performance of its duties under this Agreement, the General Partner shall use reasonable efforts to conduct the business of the Partnership in a good and businesslike manner and in accordance with good business practice. Neither the General Partner (or any Affiliate thereof) nor its shareholders, directors, officers, partners or employees shall be held liable or responsible to any Partner or to the Partnership, however, for any losses sustained or liabilities incurred, in connection with, or attributable to, errors in judgment, negligence, or other fault of the General Partner (or any Affiliate thereof) or its shareholders, directors, officers, partners or employees, except that which is attributable to the proven gross negligence or willful misconduct of such General Partner (or any Affiliate thereof) or its shareholders, directors, officers, or employees. The Partners acknowledge that the General Partner and the Limited Partners and the Affiliates of the General Partner, are engaged in activities other than the activities of the Partnership and that the General Partner shall not be expected or required to devote its full time to the management of the Partnership. Participation in the Partnership shall not in any way act as a restraint on the other present or future business activities or investments of any Partner (or any Affiliate of a Partner), or any employee, officer, director, or shareholder of any Partner, whether or not such activities are competitive with the business of the Partnership. As a result of this Agreement, no Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of any Partner shall, under any circumstances, be obligated or bound to offer or present to the Partnership or any of the other Partners any business opportunity presented or offered to them or the Partnership as a prerequisite to the acquisition of or investment in such business opportunity by such Partner (or any Affiliate of such Partner) or any employee, officer, director, or shareholder of such Partner for its account or the account of others. In furtherance thereof, each of the Partners hereby agrees that any business or activity in which a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner engages, conducts, or participates outside the Partnership shall be conclusively deemed not to be a business or activity in competition with or an opportunity of the Partnership. Any such business or activity of a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner may be undertaken with or without notice to or participation therein by the Partnership or the other Partners. Each Partner and the Partnership hereby waives any right or claim that such Partner or the Partnership may have against a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner with respect to any such business or activity or the income or profits therefrom.

Standards of Care. In the performance of its duties under this Agreement, the General Partner shall use reasonable efforts to conduct the business of the Partnership in a good and businesslike manner and in accordance with good business practice. Neither the General Partner (or any Affiliate thereof) nor its shareholders, directors, officers, partners or employees shall be held liable or responsible to any Partner or to the Partnership, however, for any losses sustained or liabilities incurred, in connection with, or attributable to, errors in judgment, negligence, or other fault of the General Partner (or any Affiliate thereof) or its shareholders, directors, officers, partners or employees, except that which is attributable to the proven gross negligence or willful misconduct of such General Partner (or any Affiliate thereof) or its shareholders, directors, officers, or employees. The Partners acknowledge that the General Partner and the Limited Partners and the Affiliates of the General Partner, are engaged in activities other than the activities of the Partnership and that the General Partner shall not be expected or required to devote its their full time to the management of the Partnership. Participation in the Partnership shall not in any way act as a restraint on the other present or future business activities or investments of any Partner (or any Affiliate of a Partner), or any employee, officer, director, or shareholder of any Partner, whether or not such activities are competitive with the business of the Partnership. As a result of this Agreement, no Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of any Partner shall, under any circumstances, be obligated or bound to offer or present to the Partnership or any of the other Partners any business opportunity presented or offered to them or the Partnership as a prerequisite to the acquisition of or investment in such business opportunity by such Partner (or any Affiliate of such Partner) or any employee, officer, director, or shareholder of such Partner for its account or the account of others. In furtherance thereof, each of the Partners hereby agrees that any business or activity in which a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner engages, conducts, or participates outside the Partnership shall be conclusively deemed not to be a business or activity in competition with or an opportunity of the Partnership. Any such business or activity of a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner may be undertaken with or without notice to or participation therein by the Partnership or the other Partners. Each Partner and the Partnership hereby waives waive any right or claim that such Partner or the Partnership may have against a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of a Partner with respect to any such business or activity or the income or profits therefrom.