1 || David V. Roth, Esq., (SBN 194648) dvr@manningllp.com 2 || Emily I Ellse, Esq., (SBN 299579) cie@manninlip.com 3 || MANNING & KASS

ELLROD, RAMIEREZ, TRESTER LLP

4 || One California Street, Suite 900 San Francisco, California 94111 5 || Telephone: 415.217.6990 ‘ Facsimile: 415.217.6999

7 || Robert L. Sallander, Esq., (SBN 118352) tsallander@gpstip.com 8 || Chip Cox ( 159681) chipe@gpsllp.com 9 || Helen H. Chen, Esq., (SBN 213150) hchen@gpsllp.com 10 || GREENAN, PEFFER, SALLANDER & LALLY LLP 2000 Crow Canyon Place, Suite 380 11 || San Ramon, California 94583 Telephone: 925.866.1000 12 || Facsimile: 925.830.8787 13 || Attorneys for Defendant and Intervention-Defendant 14 || THOMSON INTERNATIONAL, INC. 15 16 UNITED STATES DISTRICT COURT 17 CENTRAL DISTRICT OF CALIFORNIA — WESTERN DIVISION 18 19 || KOR SERVICES, LLC d/b/a KOR Case No.: 2:21-cv-03695 SSS PDx PRODUCE, a Pennsylvania limited 20 || liability company, STIPULATION AND

PROTECTIVE ORDER

21 Plaintiff, 22 V. 23 || THOMSON INTERNATIONAL, INC., a California corporation, 24 Defendant. 25 26 27 28

STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS PDx

1 || ONIONS 52, INC., a Utah corporation, 2 Intervenor-Plaintiff, 3 |I v. 4 || THOMSON INTERNATIONAL, INC. a 5 || SERVICES [LC dba ROR ‘ ability Ce Limited 7 Intervention-Defendants 9 10 || I. PURPOSES AND LIMITATIONS 1] Discovery in this action is likely to involve production of confidential, 12 || proprietary or private information for which special protection from public 13 |) disclosure and from use for any purpose other than pursuing this litigation may be 14 |) warranted. Accordingly, the parties hereby stipulate to and petition the Court to 15 |) enter the following Stipulated Protective Order. The parties acknowledge that this 16 |} Order does not confer blanket protections on all disclosures or responses to 17 || discovery and that the protection it affords from public disclosure and use extends 18 || only to the limited information or items that are entitled to confidential treatment 19 || under the applicable legal principles. 20 || II. GOOD CAUSE STATEMENT 21 This action is likely to involve confidential business information, and 22 || personally identifiable information protected under California Law and proprietary 23 || information for which special protection from public disclosure and from use for 24 || any purpose other than prosecution of this action is warranted. Such confidential 25 || and proprietary materials and information 26 || consist of, among other things, confidential business information produced by 27 || Plaintiff KOR Services, LLC and Intervenor-Plaintiff Onions 52, Inc., protected by 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || statute under California law, confidential business or financial information, 2 || information regarding confidential business practices, or other commercial 3 || information otherwise generally unavailable to the public, or which may be 4 || privileged or otherwise protected from disclosure under state or federal statutes, 5 || court rules, case decisions, or common law. Accordingly, to expedite the flow of 6 || information, to facilitate the prompt resolution of disputes over confidentiality of 7 || discovery materials, to adequately protect information the parties are entitled to 8 || keep confidential, to ensure that the parties are permitted reasonable necessary uses 9 || of such material in preparation for and in the conduct of trial, to address their 10 || handling at the end of the litigation, and serve the ends of justice, a protective orde 11 || for such information is justified in this matter. It is the intent of the parties that 12 || information will not be designated as confidential for tactical reasons and that 13 || nothing be so designated without a good faith belief that it has been maintained in 14 || a confidential, non-public manner, and there is good cause why it should not be 15 || part of the public record of this case. 16 || TI. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 17 The parties further acknowledge, as set forth in Section 14.3, below, that this 18 || Stipulated Protective Order does not entitle them to file confidential information 19 || under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 20 || and the standards that will be applied when a party seeks permission from the court 21 || to file material under seal. There is a strong presumption that the public has a right 22 || of access to judicial proceedings and records in civil cases. In connection with non- 23 || dispositive motions, good cause must be shown to support a filing under seal. See 24 || Kamakana v. City and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), 25 || Phillips v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar- 26 || Welbon v. Sony Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even 27 || stipulated protective orders require good cause showing), and a specific showing o 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || good cause or compelling reasons with proper evidentiary support and legal 2 || justification, must be made with respect to Protected Material that a party seeks to 3 || file under seal. The parties’ mere designation of Disclosure or Discovery Material 4 || as CONFIDENTIAL does not— without the submission of competent evidence by 5 || declaration, establishing that the material sought to be filed under seal qualifies as 6 || confidential, privileged, or otherwise protectable—constitute good cause. 7 Further, if a party requests sealing related to a dispositive motion or trial, 8 || then compelling reasons, not only good cause, for the sealing must be shown, and 9 || the relief sought shall be narrowly tailored to serve the specific interest to be 10 || protected. See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9" Cir. 11 || 2010). For each item or type of information, document, or thing sought to be filed 12 || or introduced under seal, the party seeking protection must articulate compelling 13 || reasons, supported by specific facts and legal justification, for the requested sealing 14 || order. Again, competent evidence supporting the application to file documents 15 || under seal must be provided by declaration. 16 Any document that is not confidential, privileged, or otherwise protectable 17 || in its entirety will not be filed under seal if the confidential portions can be 18 || redacted. If documents can be redacted, then a redacted version for public viewing, 19 || omitting only the confidential, privileged, or otherwise protectable portions of the 20 || document, shall be filed. Any application that seeks to file documents under seal in 21 || their entirety should include an explanation of why redaction is not feasible. 22 || IV. DEFINITIONS 23 4.1 Action: KOR Services, LLC y. Thomson International, Inc., U.S.D.C. 24 || (C.D. Cal.) Case No. 2:21-cv-03695-SSS-PD 25 4.2 Challenging Party: a Party or Non-Party that challenges the 26 || designation of information or items under this Order. 27

28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 4.33. “CONFIDENTIAL” Information or Items: information (regardless of 2 || how it is generated, stored or maintained) or tangible things that qualify for 3 || protection under Federal Rule of Civil Procedure 26(c), and as specified above in 4 || the Good Cause Statement. 5 44 CONFIDENTIAL — ATTY EYES ONLY, shall mean protected 6 || information that is so designated by the producing party. CONFIDENTIAL — 7 || ATTY EYES ONLY may be used only for the following types of past, current, or 8 || future protected material: (1) sensitive technical information, including current 9 || research, development and manufacturing information and patent prosecution 10 || information; (2) sensitive business information, including sensitive financial or 11 || marketing information, tax or accounting information, and the identity of growers, 12 || suppliers, distributors, logistics providers, potential or actual customers, and 13 || former or current employees, (3) competitive technical information, including 14 || technical analyses or comparisons of competitor’s products; (4) competitive 15 || business information, including non-public financial or marketing analyses or 16 || comparisons of competitor’s products, services, and strategic product planning, or 17 || (5) any other protected material the disclosure of which to non-qualified people 18 || subject to this Protective Ordre the producing party reasonably and in good faith 19 || believes would likely cause harm. 20 4.5 Counsel: Outside Counsel of Record and House Counsel (as well as 21 || their support staff). 22 4.6 Designating Party: a Party or Non-Party that designates information o 23 || items that it produces in disclosures or in responses to discovery as 24 || “CONFIDENTIAL.” 25 4.7 Disclosure or Discovery Material: all items or information, regardless 26 || of the medium or manner in which it is generated, stored, or maintained (including, 27 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || among other things, testimony, transcripts, and tangible things), that are produced 2 || or generated in disclosures or responses to discovery. 3 4.8 Expert: a person with specialized knowledge or experience in a matter 4 || pertinent to the litigation who has been retained by a Party or its counsel to serve 5 || as an expert witness or as a consultant in this Action. 6 4.9 House Counsel: attorneys who are employees of a party to this Action. 7 || House Counsel does not include Outside Counsel of Record or any other outside 8 || counsel. 9 4.10 Insurer: Zenith National Insurance Company 10 4.11 Non-Party: any natural person, partnership, corporation, association or 11 || other legal entity not named as a Party to this action. 12 4.12 Outside Counsel of Record: attorneys who are not employees of a 13 || party to this Action but are retained to represent a party to this Action and have 14 || appeared in this Action on behalf of that party or are affiliated with a law firm that 15 || has appeared on behalf of that party, and includes support staff. 16 4.13 Party: any party to this Action, including all of its officers, directors, 17 || employees, consultants, retained experts, and Outside Counsel of Record (and their 18 || support staffs). 19 4.14 Producing Party: a Party or Non-Party that produces Disclosure or 20 || Discovery Material in this Action. 21 4.15 Professional Vendors: persons or entities that provide litigation 22 || support services (e.g., photocopying, videotaping, translating, preparing exhibits or 23 || demonstrations, and organizing, storing, or retrieving data in any form or medium) 24 || and their employees and subcontractors. 25 4.16 Protected Material: any Disclosure or Discovery Material that is 26 || designated as “CONFIDENTIAL.” 27 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 4.17 Receiving Party: a Party that receives Disclosure or Discovery 2 || Material from a Producing Party. 3 Vv. SCOPE 4 The protections conferred by this Stipulation and Order cover not only 5 || Protected Material (as defined above), but also (1) any information copied or 6 || extracted from Protected Material; (2) all copies, excerpts, summaries, or 7 || compilations of Protected Material; and (3) any testimony, conversations, or 8 || presentations by Parties or their Counsel that might reveal Protected Material. 9 Any use of Protected Material at trial shall be governed by the orders of the 10 || trial judge and other applicable authorities. This Order does not govern the use of 11 || Protected Material at trial. 12 VI. DURATION 13 Once a case proceeds to trial, information that was designated as 14 || CONFIDENTIAL or maintained pursuant to this protective order used or 15 || introduced as an exhibit at trial becomes public and will be presumptively 16 || available to all members of the public, including the press, unless compelling 17 || reasons supported by specific factual findings to proceed otherwise are made to the 18 || trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180-81 19 || (distinguishing “good cause” showing for sealing documents produced in 20 || discovery from “compelling reasons” standard when merits-related documents are 21 || part of court record). Accordingly, the terms of this protective order do not extend 22 || beyond the commencement of the trial for those documents, items or information 23 || introduced at trial as an Exhibit or by testimony. 24 |} /// 25 |} /// 26 |} /// 27 |} /// 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 VII. DESIGNATING PROTECTED MATERIAL 2 7.1 Exercise of Restraint and Care in Designating Material for 3 Protection 4 Once a case proceeds to trial, information that was designated as Each Party 5 || or Non-Party that designates information or items for protection under this Order 6 || must take care to limit any such designation to specific material that qualifies 7 || under the appropriate standards. The Designating Party must designate for 8 || protection only those parts of material, documents, items or oral or written 9 || communications that qualify so that other portions of the material, documents, 10 || items or communications for which protection is not warranted are not swept 1] || unjustifiably within the ambit of this Order. 12 Mass, indiscriminate or routinized designations are prohibited except as 13 || agreed upon by the Parties. Designations that are shown to be clearly unjustified 14 || or that have been made for an improper purpose (e.g., to unnecessarily encumber 15 || the case development process or to impose unnecessary expenses and burdens on 16 || other parties) may expose the Designating Party to sanctions. 17 If it comes to a Designating Party’s attention that information or items 18 || that it designated for protection do not qualify for protection, that Designating 19 || Party must promptly notify all other Parties that it is withdrawing the inapplicable 20 || designation. 21 7.2 Manner and Timing of Designation 22 Except as otherwise provided in this Order, or as otherwise stipulated or 23 || ordered, Disclosure of Discovery Material that qualifies for protection under this 24 || Order must be clearly so designated before the material is disclosed or produced. 25 Designation in conformity with this Order requires: 26 (a) for information in documentary form (e.g., paper or electronic 27 || documents, but excluding transcripts of depositions or other pretrial or trial

28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || proceedings), that the Producing Party affix at a minimum, the legend 2 || “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 3 || contains protected material. If only a portion of the material on a page qualifies for 4 || protection, the Producing Party also must clearly identify the protected portion(s) 5 || (e.g., by making appropriate markings in the margins). 6 A Party or Non-Party that makes original documents available for 7 || inspection need not designate them for protection until after the inspecting Party 8 || has indicated which documents it would like copied and produced. 9 |) During the inspection and before the designation, all of the material made available 10 || for inspection shall be deemed “CONFIDENTIAL.” After the inspecting Party has 11 || identified the documents it wants copied and produced, 12 || the Producing Party must determine which documents, or portions thereof, 13 || qualify for protection under this Order. Then, before producing the specified 14 || documents, the Producing Party must affix the “CONFIDENTIAL legend” to 15 || each page that contains Protected Material. If only a portion of the material on 16 || a page qualifies for protection, the Producing Party also must clearly identify the 17 || protected portion(s) (e.g., by making appropriate markings in the margins). 18 (b) for testimony given in depositions that the Designating Party identifies 19 || the Disclosure or Discovery Material on the record, before the close of the 20 || deposition all protected testimony. 21 (c) for information produced in some form other than documentary and for 22 || any other tangible items, that the Producing Party affix in a prominent place on the 23 || exterior of the container or containers in which the information is stored the legend 24 || “CONFIDENTIAL.” If only a portion or portions of the information warrants 25 || protection, the Producing Party, to the extent practicable, shall identify the 26 || protected portion(s). 27 |} /// 28 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 7.3 Inadvertent Failure to Designate 2 If timely corrected, an inadvertent failure to designate qualified information 3 || or items does not, standing alone, waive the Designating Party’s right to secure 4 || protection under this Order for such material. Upon timely correction of a 5 || designation, the Receiving Party must make reasonable efforts to assure that the 6 || material is treated in accordance with the provisions of this Order. 7 VII. CHALLENGING CONFIDENTIALITY DESIGNATIONS 8 8.1. Timing of Challenges 9 Any Party or Non-Party may challenge a designation of confidentiality at 10 || any time that is consistent with the Court’s Scheduling Order. 1] 8.2 Meet and Confer 12 The Challenging Party shall initiate the dispute resolution process under 13 || Local Rule 37-1 et seq. 14 8.3. Joint Stipulation 15 Any challenge submitted to the Court shall be via a joint stipulation pursuant 16 || to Local Rule 37-2. 17 8.4 Burdens and Sanctions 18 The burden of persuasion in any such challenge proceeding shall be on the 19 || Designating Party. Frivolous challenges, and those made for an improper purpose 20 || (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 21 || expose the Challenging Party to sanctions. Unless the Designating Party has 22 || waived or withdrawn the confidentiality designation, all parties shall continue to 23 || afford the material in question the level of protection to which it is entitled under 24 || the Producing Party’s designation until the Court rules on the challenge. 25 |} /// 26 |} /// 27 |} /// 28 10 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 IX. ACCESS TO AND USE OF PROTECTED MATERIAL 2 9.1. Basic Principals 3 A Receiving Party may use Protected Material that is disclosed or produced 4 || by another Party or by a Non-Party in connection with this Action only for 5 || prosecuting, defending or attempting to settle this Action. Such Protected Material 6 || may be disclosed only to the categories of persons and under the conditions 7 || described in this Order. When the Action has been terminated, a Receiving Party 8 || must comply with the provisions of section 15 below (FINAL DISPOSITION). 9 Protected Material must be stored and maintained by a Receiving Party at a 10 || location and in a secure manner that ensures that access is limited to the persons 11 || authorized under this Order. 12 9.2. Disclosure of “CONFIDENTIAL” Information or Items 13 Unless otherwise ordered by the court or permitted in writing by the 14 || Designating Party, a Receiving Party may disclose any information or item 15 || designated “CONFIDENTIAL” only to: 16 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 17 || well as employees of said Outside Counsel of Record to whom it is reasonably 18 || necessary to disclose the information for this Action; 19 (b) the officers, directors, and employees (including House Counsel) 20 || of the Receiving Party to whom disclosure is reasonably necessary for this Action; 21 (c) Experts (as defined in this Order) of the Receiving Party to whom 22 || disclosure is reasonably necessary for this Action and who have signed the 23 || “Acknowledgment and Agreement to Be Bound” (Exhibit A); 24 (d) the court and its personnel; 25 (e) court reporters and their staff; 26 |} /// 27 |} /// 28 11 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 (f) professional jury or trial consultants, mock jurors, and Professional 2 || Vendors to whom disclosure is reasonably necessary for this Action and who have 3 || signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 4 (g) the author or recipient of a document containing the information or 5 || a custodian or other person who otherwise possessed or knew 6 || the information; 7 (h) during their depositions, witnesses, and attorneys for witnesses, in 8 || the Action to whom disclosure is reasonably necessary provided: (1) the deposing 9 || party requests that the witness sign the form attached as Exhibit A hereto; and (2) 10 || they will not be permitted to keep any confidential information unless they sign the 11 || “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 12 || agreed by the Designating Party or ordered by the court. Pages of transcribed 13 || deposition testimony or exhibits to depositions that reveal Protected Material may 14 || be separately bound by the court reporter and may not be disclosed to anyone 15 || except as permitted under this Stipulated Protective Order; and 16 (i) any mediators or settlement officers and their supporting personnel, 17 || mutually agreed upon by any of the parties engaged in settlement discussions. 18 (j) Insurer and its representatives to whom disclosure is reasonably 19 || necessary to fulfill its obligations to Thomson International, Inc. 20 9.3. Disclosure of “CONFIDENTIAL — ATTY EYES ONLY” 21 || Information or Items 22 In addition to all of the requirements set forth for in this Protective Order for 23 || material that is designated as “CONFIDENTIAL”, the following additional 24 || requirements shall apply to information designated “CONFIDENTIAL — ATTY 25 || EYES ONLY.” 26 Information that has been designated CONFIDENTIAL — ATTY EYES 27 || ONLY shall be disclosed by the receiving party only to Qualified Recipients. All 28 12 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || Qualified Recipients shall hold such information received from the disclosing party 2 || in confidence, shall use the information only for purposes of this action and for no 3 || other action, and shall not use it for any business or other commercial purpose, and 4 || shall not use it for filing or prosecuting any action, and shall not disclose it to any 5 || person, except as hereinafter provided. All information that has been designated 6 || CONFIDENTIAL or CONFIDENTIAL — ATTY EYES ONLY shall be carefully 7 || maintained so as to preclude access by persons who are not qualified to receive 8 || such information under the terms of this order. 9 For purposes of this Order, “Qualified Recipient" means 10 (1) Outside counsel of record for the parties in this action, and th 11 || partners, associates, secretaries, paralegal assistants, and employees of such counse 12 || to the extent reasonably necessary to render professional services in the action 13 || outside copying services, document management services and graphic services; 14 (2) Court officials involved in this action (including court reporters, 15 || persons operating video recording equipment at depositions, and any special maste 16 || appointed by the Court); 17 (3) Any person designated by the Court in the interest of justice, 18 || upon such terms as the Court may deem proper; 19 (4) Any outside TECHNICAL ADVISOR employed by the outsid 20 || counsel of record, subject to the requirements in Paragraph 3 above; 21 (5) Any witness during the course of discovery, so long as it is 22 || stated on the face of each document designated CONFIDENTIAL 23 || INFORMATION—ATTY EYES ONLY being disclosed that the witness to whom 24 || a party is seeking to disclose the document was either an author, recipient, or 25 || otherwise involved in the creation of the document. Where it is not stated on the 26 || face of the confidential document being disclosed that the witness to whom a party 27 || is seeking to disclose the document was either an author, recipient, or otherwise 28 13 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || involved in the creation of the document, the party seeking disclosure may 2 || nonetheless disclose the confidential document to the witness, provided that: (i) 3 || the party seeking disclosure has a reasonable basis for believing that the witness in 4 || fact received or reviewed the document, (ii) the party seeking disclosure provides 5 || advance notice to the party that produced the document, and (iii) the party that 6 || produced the document does not inform the party seeking disclosure that the 7 || person to whom the party intends to disclose the document did not in fact receive 8 || or review the documents. Nothing herein shall prevent disclosure at a deposition 9 || of a document designated CONFIDENTIAL INFORMATION—ATTY EYES 10 || ONLY to the officers, directors, and managerial level employees of the party 11 || producing such CONFIDENTIAL INFORMATION—ATTY EYES ONLY, or to 12 || any employee of such party who has access to such CONFIDENTIAL 13 || INFORMATION—ATTY EYES ONLY in the ordinary course of such 14 || employee’s employment; and 15 (6) Insurer and its representatives to whom disclosure is reasonably 16 || necessary to fulfill its obligations to Thomson International, Inc. 17 The term TECHNICAL ADVISOR shall refer to any person who is not a 18 || party to this action and/or not presently employed by the receiving party or a 19 || company affiliated through common ownership, who has been designated by the 20 || receiving party to receive another party’s PROTECTED MATERIAL, including 21 || CONFIDENTIAL— ATTY EYES ONLY, and CONFIDENTIAL. Each party’s 22 || TECHNICAL ADVISORS shall be limited to such person as, in the judgment of 23 || that party’s counsel, are reasonably necessary for development and presentation of 24 || that party’s case. These persons include outside experts or consultants retained to 25 || provide technical or other expert services such as expert testimony or otherwise 26 || assist in trial preparation. 27 |} /// 28 14 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

I X. PROTECTED MATERIAL SUBPOENAED OR ORDERED

2 PRODUCED IN OTHER LITIGATION 3 If a Party is served with a subpoena or a court order issued in other litigation 4 || that compels disclosure of any information or items designated in this Action as 5 || “CONFIDENTIAL,” that Party must: 6 (a) promptly notify in writing the Designating Party. Such notification 7 || shall include a copy of the subpoena or court order; 8 (b) promptly notify in writing the party who caused the subpoena or 9 || order to issue in the other litigation that some or all of the material covered by the 10 || subpoena or order is subject to this Protective Order. Such notification shall 11 || include a copy of this Stipulated Protective Order; and 12 (c) cooperate with respect to all reasonable procedures sought to be 13 || pursued by the Designating Party whose Protected Material may be affected. If 14 || the Designating Party timely seeks a protective order, the Party served with the 15 || subpoena or court order shall not produce any information designated in this action 16 || as “CONFIDENTIAL” before a determination by the court from which the 17 || subpoena or order issued, unless the Party has obtained the Designating Party’s 18 || permission. The Designating Party shall bear the burden and expense of seeking 19 || protection in that court of its confidential material and nothing in these provisions 20 || should be construed as authorizing or encouraging a Receiving Party in this Action 21 || to disobey a lawful directive from another court. 22 XI. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 3 PRODUCED IN THIS LITIGATION 24 (a) The terms of this Order are applicable to information produced by a Non- 25 || Party in this Action and designated as “CONFIDENTIAL.” Such information 26 || produced by Non-Parties in connection with this litigation is protected by the 27 28 15 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || remedies and relief provided by this Order. Nothing in these provisions should be 2 || construed as prohibiting a Non-Party from seeking additional protections. 3 (b) In the event that a Party is required, by a valid discovery request, to 4 || produce a Non-Party’s confidential information in its possession, and the Party is 5 || subject to an agreement with the Non-Party not to produce the Non-Party’s 6 || confidential information, then the Party shall: 7 (1) promptly notify in writing the Requesting Party and the Non-Party 8 || That some or all of the information requested is subject to a confidentiality 9 || agreement with a Non-Party; 10 (2) promptly provide the Non-Party with a copy of the Stipulated 11 || Protective Order in this Action, the relevant discovery request(s), and a reasonably 12 || specific description of the information requested; and 13 (3) make the information requested available for inspection by the 14 || Non-Party, if requested. 15 (c) If the Non-Party fails to seek a protective order from this court within 14 16 || days of receiving the notice and accompanying information, the Receiving Party 17 || may produce the Non-Party’s confidential information responsive to the discovery 18 || request. If the Non-Party timely seeks a protective order, the Receiving Party shall 19 || not produce any information in its possession or control that is subject to the 20 || confidentiality agreement with the Non-Party before a determination by the court. 21 || Absent a court order to the contrary, the Non-Party shall bear the burden and 22 || expense of seeking protection in this court of its Protected Material. 23 XI. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 24 If a Receiving Party learns that, by inadvertence or otherwise, it has 25 || disclosed Protected Material to any person or in any circumstance not authorized 26 || under this Stipulated Protective Order, the Receiving Party must immediately (a) 27 || notify in writing the Designating Party of the unauthorized disclosures, (b) use its 28 16 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 || best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform 2 || the person or persons to whom unauthorized disclosures were made of all the terms 3 || of this Order, and (d) request such person or persons to execute the 4 || “Acknowledgment an Agreement to Be Bound” attached hereto as Exhibit A. 5 XII. INADVERTENT PRODUCTION OF PRIVILEGED OR 6 OTHERWISE PROTECTED MATERIAL 7 When a Producing Party gives notice to Receiving Parties that certain 8 || inadvertently produced material is subject to a claim of privilege or other 9 || protection, the obligations of the Receiving Parties are those set forth in Federal 10 |} Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 1] || whatever procedure may be established in an e-discovery order that provides for 12 |} production without prior privilege review. Pursuant to Federal Rule of Evidence 13 || 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 14 || of a communication or information covered by the attorney-client privilege or 15 || work product protection, the parties may incorporate their agreement in the 16 || stipulated protective order submitted to the court. 18 14.1 Right to Further Relief 19 Nothing in this Order abridges the right of any person to seek its 20 || modification by the Court in the future. 21 14.2 Right to Assert Other Objections 22 By stipulating to the entry of this Protective Order, no Party waives any righ 23 || it otherwise would have to object to disclosing or producing any information or 24 || 1tem on any ground not addressed in this Stipulated Protective Order. Similarly, no 25 || Party waives any right to object on any ground to use in evidence of any of the 26 || material covered by this Protective Order. ///

28 17 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 14.3 Filing Protected Material 2 A Party that seeks to file under seal any Protected Material must comply 3 || with Local Civil Rule 79-5. Protected Material may only be filed under seal 4 || pursuant to a court order authorizing the sealing of the specific Protected Material. 5 || If a Party’s request to file Protected Material under seal is denied by the court, then 6 || the Receiving Party may file the information in the public record unless otherwise 7 || instructed by the court. 8 XV. FINAL DISPOSITION 9 If a After the final disposition of this Action, as defined in paragraph 6, 10 || within 60 days of a written request by the Designating Party, each Receiving Party 11 || must return all Protected Material to the Producing Party or destroy such material. 12 || Counsel are entitled to retain an archival copy of all pleadings, motion papers, trial, 13 || deposition, and hearing transcripts, legal memoranda, correspondence, email, 14 || deposition and trial exhibits, expert reports, attorney work product, and consultant 15 || and expert work product, even if such materials contain Protected Material. Any 16 || such archival copies that contain or constitute Protected Material remain subject to 17 || this Protective Order as set forth in Section 6 (DURATION). 18 XVI. VIOLATION 19 Any violation of this Order may be punished by appropriate measures 20 || including, without limitation, contempt proceedings and/or monetary sanctions. 21 |} /// 22 || /// 23 |} /// 24 |} /// 25 |} /// 26 || /// 27 |} /// 28 18 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)

1 ||] ITIS SO STIPULATED. 2 || Dated: November 19, 2024 GREENAN, PEFFER, SALLANDER & 3 LALLY, LLP 4 By: /s/ Chip Cox 5 Attorneys for Defendant and Intervention-Defendant 6 THOMSON INTERNATIONAL, INC. 8 || Dated: November 19, 2024 STEWART SMITH 9 By: /s/ 10 Nace Naumoski □ Attorneys for Intervenor-Plaintiff 11 ONIONS 52, INC. 12 13 || Dated: November 19, 2024 MEUERS LAW FIRM, P.L. 14 By: /s/ 15 Steven E. Nurenberg Attorneys for Plaintiff 16 KOR SERVICES, LLC dba

KOR PRODUCE

17 18 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED 19 20 || Dated: November 20, 2024 21 22 Patucur Lena hoe By: 23 Hon. Patricia Donahue

UNITED STATES COURT

24 MAGISTRATE JUDGE 25 26 27 28 19 STIPTIT ATION ANT) Case No.: 2:21-cv-03695 SSS (PD)