1 BAKER & HOSTETLER LLP Bethany G. Lukitsch (SBN 314376) 2 Kamran B. Ahmadian (SBN 314566) 1900 Avenue of the Stars, Suite 2700 3 Los Angeles, CA 90067-4301 Telephone: 310.820.8800 4 Facsimile: 310.820.8859 blukitsch@bakerlaw.com 5 kahmadian@bakerlaw.com 6 Attorneys for Defendant

TALKSPACE, INC.

7

TAULER SMITH, LLP

8 Robert Tauler (SBN 241964) Narain Kumar (SBN 301533) 9 626 Wilshire Blvd., Ste. 510 Los Angeles, CA 90017 10 Telephone: 310.590.3927 rtauler@taulersmith.com 11 nkumar@taulersmith.com 12 Attorneys for Plaintiff

COURTNEY MITCHENER

13 14

UNITED STATES DISTRICT COURT

15

CENTRAL DISTRICT OF CALIFORNIA

16 17 COURTNEY MITCHENER, Case No.: 2:24-cv-07067-JAK-BFM individually, and on behalf of all others 18 similarly situated, [Assigned to Hon. John A. Kronstadt; Magistrate Judge Brianna Fuller 19 Plaintiff, Mircheff] 20 v. STIPULATED PROTECTIVE

ORDER

21 TALKSPACE NETWORK LLC, a New York Limited Liability Company; 22 and DOES 1 through 25, inclusive, 23 Defendant. 24 25 26 27 28 1 STIPULATED PROTECTIVE ORDER 2 Plaintiff Courtney Mitchener (“Plaintiff”) and Defendant Talkspace, Inc. 3 (incorrectly named in the First Amended Complaint as Talkspace Network LLC) 4 (“Defendant” or “Talkspace”) (collectively, the “Parties”), by and through their 5 undersigned counsel, respectfully and jointly submit this Stipulated Protective Order. 6 1. GENERAL 7 1.1 Purposes and Limitations. Discovery in this action is likely to involve 8 production of confidential, proprietary, or private information for which special 9 protection from public disclosure and from use for any purpose other than 10 prosecuting this litigation may be warranted. Accordingly, the parties hereby 11 stipulate to and petition the Court to enter the following Stipulated Protective Order. 12 The parties acknowledge that this Order does not confer blanket protections on all 13 disclosures or responses to discovery and that the protection it affords from public 14 disclosure and use extends only to the limited information or items that are entitled 15 to confidential treatment under the applicable legal principles. The parties further 16 acknowledge, as set forth in Section 12.3, below, that this Stipulated Protective Order 17 does not entitle them to file confidential information under seal; Civil Local Rule 79- 18 5 sets forth the procedures that must be followed and the standards that will be 19 applied when a party seeks permission from the court to file material under seal. 20 1.2 Good Cause Statement. This action is likely to involve trade secrets, 21 customer information, and other valuable research, development, commercial, 22 financial, technical and/or proprietary information for which special protection from 23 public disclosure and from use for any purpose other than prosecution of this action 24 is warranted. Such confidential and proprietary materials and information consist of, 25 among other things, documents containing information that the producing party is 26 obligated by law to maintain in confidence; customer information and data; 27 information that is subject to the privacy interests of any individual; business and 28 marketing plans, strategies, analyses, or surveys; contracts and agreements that are 1 subject to confidentiality provisions, any draft negotiations or summaries thereof; 2 and proprietary information that is related to website code and/or network security, 3 or which may be otherwise protected from disclosure under state or federal statutes, 4 court rules, case decisions, or common law. 5 Accordingly, to expedite the flow of information, to facilitate the prompt 6 resolution of disputes over confidentiality of discovery materials, to adequately 7 protect information the parties are entitled to keep confidential, to ensure that the 8 parties are permitted reasonable necessary uses of such material in preparation for 9 and in the conduct of trial, to address their handling at the end of the litigation, and 10 serve the ends of justice, a protective order for such information is justified in this 11 matter. It is the intent of the parties that information will not be designated as 12 confidential for tactical reasons and that nothing be so designated without a good 13 faith belief that it has been maintained in a confidential, non-public manner, and there 14 is good cause why it should not be part of the public record of this case. 15 2. DEFINITIONS 16 2.1 Action: The above-entitled pending federal lawsuit. 17 2.2 Challenging Party: a Party or Non-Party that challenges the designation 18 of information or items under this Order. 19 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 20 how it is generated, stored or maintained) or tangible things that qualify for protection 21 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 22 Cause Statement. 23 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 24 their support staff). 25 2.5 Designating Party: a Party or Non-Party that designates information or 26 items that it produces in disclosures or in responses to discovery as 27 “CONFIDENTIAL.” 28 2.6 Disclosure or Discovery Material: all items or information, regardless 1 of the medium or manner in which it is generated, stored, or maintained (including, 2 among other things, testimony, transcripts, and tangible things), that are produced or 3 generated in disclosures or responses to discovery in this matter. 4 2.7 Expert: a person with specialized knowledge or experience in a matter 5 pertinent to the litigation who has been retained by a Party or its counsel to serve as 6 an expert witness or as a consultant in this Action. 7 2.8 House Counsel: attorneys who are employees of a party to this Action. 8 House Counsel does not include Outside Counsel of Record or any other outside 9 counsel. 10 2.9 Non-Party: any natural person, partnership, corporation, association, or 11 other legal entity not named as a Party to this action. 12 2.10 Outside Counsel of Record: attorneys who are not employees of a party 13 to this Action but are retained to represent or advise 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, including support staff. 16 2.11 Party: any party to this Action, including all of its officers, directors, 17 employees, consultants, retained experts, House Counsel, and Outside Counsel of 18 Record (and their support staffs). 19 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 20 Discovery Material in this Action. 21 2.13 Professional Vendors: persons or entities that provide litigation support 22 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 2.14 Protected Material: any Disclosure or Discovery Material that is 26 designated as “CONFIDENTIAL.” 27 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 28 from a Producing Party. 1 3. SCOPE 2 The protections conferred by this Stipulation and Order cover not only 3 Protected Material (as defined above), but also (1) any information copied or 4 extracted from Protected Material; (2) all copies, excerpts, summaries, or 5 compilations of Protected Material; and (3) any testimony, conversations, or 6 presentations by Parties or their Counsel that might reveal Protected Material. 7 Any use of Protected Material at trial shall be governed by the orders of the 8 trial judge. This Order does not govern the use of Protected Material at trial. 9 Moreover, nothing in this Order shall preclude any Party from seeking additional 10 protections should the need later arise. 11 4. DURATION 12 Once a case proceeds to trial, all of the court-filed information to be introduced 13 that was previously designated as confidential or maintained pursuant to this 14 protective order becomes public and will be presumptively available to all members 15 of the public, including the press, unless compelling reasons supported by specific 16 factual findings to proceed otherwise are made to the trial judge in advance of the 17 trial. See Kamakana v. City and Cty. of Honolulu, 447 F.3d 1172, 1180-81 (9th Cir. 18 2006) (distinguishing “good cause” showing for sealing documents produced in 19 discovery from “compelling reasons” standard when merits-related documents are 20 part of court record). Accordingly, the terms of this protective order do not extend 21 beyond the commencement of the trial. 22 5. DESIGNATING PROTECTED MATERIAL 23 5.1 Exercise of Restraint and Care in Designating Material for Protection. 24 Each Party or Non-Party that designates information or items for protection under 25 this Order must take care to limit any such designation to specific material that 26 qualifies under the appropriate standards. The Designating Party must designate for 27 protection only those parts of material, documents, items, or oral or written 28 communications that qualify so that other portions of the material, documents, items, 1 or communications for which protection is not warranted are not swept unjustifiably 2 within the ambit of this Order. 3 Mass, indiscriminate, or routinized designations are prohibited. Designations 4 that are shown to be clearly unjustified or that have been made for an improper 5 purpose (e.g., to unnecessarily encumber the case development process or to impose 6 unnecessary expenses and burdens on other parties) may expose the Designating 7 Party to sanctions. 8 If it comes to a Designating Party’s attention that information or items that it 9 designated for protection do not qualify for protection, that Designating Party must 10 promptly notify all other Parties that it is withdrawing the inapplicable designation. 11 5.2 Manner and Timing of Designations. Except as otherwise provided in 12 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 13 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 14 under this Order must be clearly so designated before the material is disclosed or 15 produced. 16 Designation in conformity with this Order requires: 17 (a) for information in documentary form (e.g., paper or electronic 18 documents, but excluding transcripts of depositions or other pretrial or trial 19 proceedings), that the Producing Party affix, at a minimum, the legend 20 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page 21 that contains protected material. If only a portion or portions of the material 22 on a page qualifies for protection, the Producing Party also must clearly 23 identify the protected portion(s) (e.g., by making appropriate markings in the 24 margins). 25 A Party or Non-Party that makes original documents available for 26 inspection need not designate them for protection until after the inspecting 27 Party has indicated which documents it would like copied and produced. 28 During the inspection and before the designation, all of the material made 1 available for inspection shall be deemed “CONFIDENTIAL.” After the 2 inspecting Party has identified the documents it wants copied and produced, 3 the Producing Party must determine which documents, or portions thereof, 4 qualify for protection under this Order. Then, before producing the specified 5 documents, the Producing Party must affix the “CONFIDENTIAL legend” to 6 each page that contains Protected Material. If only a portion or portions of the 7 material on a page qualifies for protection, the Producing Party also must 8 clearly identify the protected portion(s) (e.g., by making appropriate markings 9 in the margins). 10 (b) for testimony given in depositions that the Designating Party 11 identify the Disclosure or Discovery Material on the record, before the close 12 of the deposition. 13 (c) for information produced in some form other than documentary 14 and for any other tangible items, that the Producing Party affix in a prominent 15 place on the exterior of the container or containers in which the information is 16 stored the legend “CONFIDENTIAL.” If only a portion or portions of the 17 information warrants protection, the Producing Party, to the extent practicable, 18 shall identify the protected portion(s). 19 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 20 failure to designate qualified information or items does not, standing alone, waive 21 the Designating Party’s right to secure protection under this Order for such material. 22 Upon timely correction of a designation, the Receiving Party must make reasonable 23 efforts to assure that the material is treated in accordance with the provisions of this 24 Order. 25 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 26 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 27 designation of confidentiality at any time that is consistent with the Court’s 28 Scheduling Order. 1 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 2 resolution process under Local Rule 37-1, et seq. Any discovery motion must strictly 3 comply with the procedures set forth in Local Rules 37-1, 37-2, and 37-3. 4 6.3 Burden. The burden of persuasion in any such challenge proceeding 5 shall be on the Designating Party. Frivolous challenges, and those made for an 6 improper purpose (e.g., to harass or impose unnecessary expenses and burdens on 7 other parties) may expose the Challenging Party to sanctions. Unless the Designating 8 Party has waived or withdrawn the confidentiality designation, all parties shall 9 continue to afford the material in question the level of protection to which it is entitled 10 under the Producing Party’s designation until the Court rules on the challenge. 11 7. ACCESS TO AND USE OF PROTECTED MATERIAL 12 7.1 Basic Principles. A Receiving Party may use Protected Material that is 13 disclosed or produced by another Party or by a Non-Party in connection with this 14 Action only for prosecuting, defending, or attempting to settle this Action. Such 15 Protected Material may be disclosed only to the categories of persons and under the 16 conditions described in this Order. When the Action has been terminated, a 17 Receiving Party must comply with the provisions of Section 13 below (FINAL 18 DISPOSITION). 19 Protected Material must be stored and maintained by a Receiving Party at a 20 location and in a secure manner that ensures that access is limited to the persons 21 authorized under this Order. 22 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 23 otherwise ordered by the Court or permitted in writing by the Designating Party, a 24 Receiving Party may disclose any information or item designated 25 “CONFIDENTIAL” only to: 26 (a) the Receiving Party’s Outside Counsel of Record in this Action, 27 as well as employees of said Outside Counsel of Record to whom it is 28 reasonably necessary to disclose the information for this Action; 1 (b) the officers, directors, and employees (including House Counsel) 2 of the Receiving Party to whom disclosure is reasonably necessary for this 3 Action; 4 (c) Experts (as defined in this Order) of the Receiving Party have 5 been retained to assist in the preparation and trial of this litigation and who 6 have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 7 (d) the Court and its personnel; 8 (e) court reporters and their staff; 9 (f) professional jury or trial consultants, mock jurors, and 10 Professional Vendors to whom disclosure is reasonably necessary for this 11 Action and who have signed the “Acknowledgment and Agreement to Be 12 Bound” (Exhibit A); 13 (g) the author or recipient of a document containing the information 14 or a custodian or other person who otherwise possessed or knew the 15 information; 16 (h) during their depositions, witnesses, and attorneys for witnesses, 17 in the Action to whom disclosure is reasonably necessary provided: (1) the 18 deposing party requests that the witness sign the form attached as Exhibit A 19 hereto; and (2) they will not be permitted to keep any confidential information 20 unless they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit 21 A), unless otherwise agreed by the Designating Party or ordered by the Court. 22 Pages of transcribed deposition testimony or exhibits to depositions that reveal 23 Protected Material may be separately bound by the court reporter and may not 24 be disclosed to anyone except as permitted under this Stipulated Protective 25 Order; and 26 (i) any mediator or settlement officer, and their supporting 27 personnel, mutually agreed upon by any of the parties engaged in settlement 28 discussions. 1 8. 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 7 notification 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 10 the subpoena or order is subject to this Protective Order. Such notification 11 shall 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. 14 If the Designating Party timely seeks a protective order, the Party served 15 with the subpoena or court order shall not produce any information designated 16 in this action as “CONFIDENTIAL” before a determination by the court from 17 which the subpoena or order issued, unless the Party has obtained the 18 Designating Party’s permission. The Designating Party shall bear the burden 19 and expense of seeking protection in that court of its confidential material and 20 nothing in these provisions should be construed as authorizing or encouraging 21 a Receiving Party in this Action to disobey a lawful directive from another 22 court. 23 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 24 PRODUCED IN THIS LITIGATION 25 (a) The terms of this Order are applicable to information produced 26 by a Non-Party in this Action and designated as “CONFIDENTIAL.” Such 27 information produced by Non-Parties in connection with this litigation is 28 protected by the remedies and relief provided by this Order. Nothing in these 1 provisions should be construed as prohibiting a Non-Party from seeking 2 additional protections. 3 (b) In the event that a Party is required, by a valid discovery request, 4 to produce a Non-Party’s confidential information in its possession, and the 5 Party is subject to an agreement with the Non-Party not to produce the Non- 6 Party’s confidential information, then the Party shall: 7 (1) promptly notify in writing the Requesting Party and the 8 Non-Party that some or all of the information requested is subject 9 to a confidentiality agreement with a Non-Party; 10 (2) promptly provide the Non-Party with a copy of the 11 Stipulated Protective Order in this Action, the relevant discovery 12 request(s), and a reasonably specific description of the 13 information requested; and 14 (3) make the information requested available for inspection by 15 the Non-Party, if requested. 16 (c) If the Non-Party fails to seek a protective order from this Court 17 within 14 days of receiving the notice and accompanying information, the 18 Receiving Party may produce the Non-Party’s confidential information 19 responsive to the discovery request. If the Non-Party timely seeks a protective 20 order, the Receiving Party shall not produce any information in its possession 21 or control that is subject to the confidentiality agreement with the Non-Party 22 before a determination by the Court. Absent a court order to the contrary, the 23 Non-Party shall bear the burden and expense of seeking protection in this 24 Court of its Protected Material. 25 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 26 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 27 Protected Material to any person or in any circumstance not authorized under this 28 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 1 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 2 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 3 persons to whom unauthorized disclosures were made of all the terms of this Order, 4 and (d) request such person or persons to execute the “Acknowledgment and 5 Agreement to Be Bound” that is attached hereto as Exhibit A. 6 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 7 PROTECTED MATERIAL 8 When a Producing Party gives notice to Receiving Parties that certain 9 inadvertently produced material is subject to a claim of privilege or other protection, 10 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 11 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 12 may be established in an e-discovery order that provides for production without prior 13 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 14 parties reach an agreement on the effect of disclosure of a communication or 15 information covered by the attorney-client privilege or work product protection, the 16 parties may incorporate their agreement in the stipulated protective order submitted 17 to the Court. 18 12. MISCELLANEOUS 19 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 20 person to seek its modification by the Court in the future. 21 12.2 Right to Assert Other Objections. By stipulating to the entry of this 22 Protective Order, no Party waives any right it otherwise would have to object to 23 disclosing or producing any information or item on any ground not addressed in this 24 Stipulated Protective Order. Similarly, no Party waives any right to object on any 25 ground to use in evidence of any of the material covered by this Protective Order. 26 12.3 Filing Protected Material. A Party that seeks to file under seal any 27 Protected Material must comply with Civil Local Rule 79-5. Protected Material may 28 only be filed under seal pursuant to a court order authorizing the sealing of the 1 specific Protected Material at issue; good cause must be shown in the request to file 2 under seal. If a Party’s request to file Protected Material under seal is denied by the 3 Court, then the Receiving Party may file the information in the public record unless 4 otherwise instructed by the Court. 5 13. FINAL DISPOSITION 6 After the final disposition of this Action, within 60 days of a written request 7 by the Designating Party, each Receiving Party must return all Protected Material to 8 the Producing Party or destroy such material. As used in this subdivision, “all 9 Protected Material” includes all copies, abstracts, compilations, summaries, and any 10 other format reproducing or capturing any of the Protected Material. Whether the 11 Protected Material is returned or destroyed, the Receiving Party must submit a 12 written certification to the Producing Party (and, if not the same person or entity, to 13 the Designating Party) by the 60 day deadline that (1) identifies (by category, where 14 appropriate) all the Protected Material that was returned or destroyed, and (2) affirms 15 that the Receiving Party has not retained any copies, abstracts, compilations, 16 summaries or any other format reproducing or capturing any of the Protected 17 Material. Notwithstanding this provision, counsel are entitled to retain an archival 18 copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal 19 memoranda, correspondence, deposition and trial exhibits, expert reports, attorney 20 work product, and consultant and expert work product, even if such materials contain 21 Protected Material. Any such archival copies that contain or constitute Protected 22 Material remain subject to this Protective Order as set forth in Section 4 23 (DURATION). 24 14. VIOLATION OF ORDER 25 Any violation of this Order may be punished by any and all appropriate 26 measures including, without limitation, contempt proceedings and/or monetary 27 sanctions. 28 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 1 Dated: April 16, 2025 BAKER & HOSTETLER LLP 2 3 /s/ Kamran B. Ahmadian 4 Bethany G. Lukitsch Kamran B. Ahmadian 5 6 Attorneys for Defendant

TALKSPACE, INC.

7 8 Dated: April 16, 2025 TAULER SMITH, LLP 9 10 /s/ Narain Kumar 11 Robert Tauler Narain Kumar 12 Attorneys for Plaintiff 13 COURTNEY MITCHENER 14 15 L.R. 5-4.3.4 STATEMENT 16 I, Kamran B. Ahmadian, attest that all signatories listed herein, and on whose 17 behalf this filing is submitted, concur in this filing’s content, and have authorized this 18 filing. 19 20 /s/Kamran B. Ahmadian Kamran B. Ahmadian 21 22 23 24 25 26 27 28

I ORDER

2 Having considered the papers, and finding that good cause exists, the Parties’ 3 || Stipulated Protective Order is GRANTED. 4 IT IS SO ORDERED. 5 || DATED: April 16, 2025 7 BRIANNA FULLER MIRCHEFF

UNITED STATES MAGISTRATE JUDGE

8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -|4-

1 [EXHIBIT A] 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, _________________________ [print or type full name], of 4 ______________________ [print or type full address], declare under penalty of 5 perjury that I have read in its entirety and understand the Stipulated Protective Order 6 that was issued by the United States District Court for the Central District of 7 California on [date] in the case of Courtney Mitchener v. Talkspace Network LLC et 8 al., Case No.: 2:24-cv-07067-JAK-BFM. I agree to comply with and to be bound by 9 all the terms of this Stipulated Protective Order and I understand and acknowledge 10 that failure to so comply could expose me to sanctions and punishment in the nature 11 of contempt. I solemnly promise that I will not disclose in any manner any 12 information or item that is subject to this Stipulated Protective Order to any person 13 or entity except in strict compliance with the provisions of this Order. 14 I further agree to submit to the jurisdiction of the United States District Court 15 for the Central District of California for the purpose of enforcing the terms of this 16 Stipulated Protective Order, even if such enforcement proceedings occur after 17 termination of this action. 18 I hereby appoint __________________________ [print or type full name] of 19 ___________________________________ [print or type full address and telephone 20 number] as my California agent for service of process in connection with this action 21 or any proceedings related to enforcement of this Stipulated Protective Order. 22 Date: ______________________________________ 23 City and State where sworn and signed: _________________________________ 24 25 Printed name: _______________________________ 26 27 Signature: __________________________________ 28