1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 SOUTHERN DIVISION 11 HUDSON GILL, CLAIR AWAD, and Ca se No. 8:24-cv-1672-FWS (JDEx) 12 NICHOLAS ULRICH, individually and 13 on behalf of all other persons similarly STIPULATED PROTECTIVE situated, ORDER 14 15 Plaintiffs, v. 16

CHIPOTLE MEXICAN GRILL, INC.

17 18 Defendant.

19 Based on the Stipulation (Dkt. 39) by and between Defendant Chipotle 20 Mexican Grill, Inc. (“Chipotle”) and Plaintiffs Hudson Gill, Clair Awad, and Nicholas 21 Ulrich (collectively, “Plaintiffs”; together with Chipotle, the “Parties”), and for good 22 cause shown, the Court finds and orders as follows. 23 I. PURPOSES AND LIMITATIONS 24 Discovery in this action is likely to involve production of confidential, 25 proprietary, or private information for which special protection from public disclosure 26 and from use for any purpose other than pursuing this litigation may be warranted. 27 Accordingly, the Parties hereby stipulate to and petition the Court to enter the 28 1 following Stipulated Protective Order. The Parties acknowledge that this Order does 2 not confer blanket protections on all disclosures or responses to discovery and that 3 the protection it affords from public disclosure and use extends only to the limited 4 information or items that are entitled to confidential treatment under the applicable 5 legal principles. 6 II. GOOD CAUSE STATEMENT 7 This action is likely to involve trade secrets, customer and pricing lists and 8 other valuable research, development, commercial, financial, technical and/or 9 proprietary information for which special protection from public disclosure and from 10 use for any purpose other than prosecution of this action is warranted. Such 11 confidential and proprietary materials and information consist of, among other things, 12 confidential business or financial information, information regarding confidential 13 business practices, or other confidential research, development, commercial, or 14 competitive information (including information implicating privacy rights of third 15 parties), or which may be privileged or otherwise protected from disclosure under 16 state or federal statutes, court rules, case decisions, or common law. The disclosure 17 of such information would result in competitive harm to the disclosing party. 18 Accordingly, to expedite the flow of information, to facilitate the prompt resolution 19 of disputes over confidentiality of discovery materials, to adequately protect 20 information the Parties are entitled to keep confidential, to ensure that the Parties are 21 permitted reasonable necessary uses of such material in preparation for and in the 22 conduct of trial, to address their handling at the end of the litigation, and serve the 23 ends of justice, a protective order for such information is justified in this matter. It is 24 the intent of the Parties that information will not be designated as confidential for 25 tactical reasons and that nothing be so designated without a good faith belief that it 26 has been maintained in a confidential, non-public manner, and there is good cause 27 why it should not be part of the public record of this case. 28 1 III. ACKNOWLEDGEMENT OF UNDER SEAL FILING PROCEDURE 2 The Parties further acknowledge, as set forth in Section XIV.C, below, that this 3 Stipulated Protective Order does not entitle them to file confidential information 4 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and 5 the standards that will be applied when a party seeks permission from the court to file 6 material under seal. There is a strong presumption that the public has a right of access 7 to judicial proceedings and records in civil cases. In connection with non-dispositive 8 motions, good cause must be shown to support a filing under seal. See Kamakana v. 9 City and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 10 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 11 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective 12 orders require good cause showing), and a specific showing of good cause or 13 compelling reasons with proper evidentiary support and legal justification, must be 14 made with respect to Protected Material that a party seeks to file under seal. The 15 Parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 16 does not— without the submission of competent evidence by declaration, establishing 17 that the material sought to be filed under seal qualifies as confidential, privileged, or 18 otherwise protectable—constitute good cause. 19 Further, if a party requests sealing related to a dispositive motion or trial, then 20 compelling reasons, not only good cause, for the sealing must be shown, and the relief 21 sought shall be narrowly tailored to serve the specific interest to be protected. See 22 Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each 23 item or type of information, document, or thing sought to be filed or introduced under 24 seal, the party seeking protection must articulate compelling reasons, supported by 25 specific facts and legal justification, for the requested sealing order. Again, competent 26 evidence supporting the application to file documents under seal must be provided by 27 declaration. 28 1 Any document that is not confidential, privileged, or otherwise protectable in 2 its entirety will not be filed under seal if the confidential portions can be redacted. If 3 documents can be redacted, then a redacted version for public viewing, omitting only 4 the confidential, privileged, or otherwise protectable portions of the document, shall 5 be filed. Any application that seeks to file documents under seal in their entirety 6 should include an explanation of why redaction is not feasible. 7 IV. DEFINITIONS 8 1. The term “Action” shall mean the above-captioned action, styled Hudson 9 Gill et al. v. Chipotle Mexican Grill, Inc., Case No. 8:24-cv-1672-FWS, pending in 10 the Central District of California. 11 2. The term “Challenging Party” shall mean a Party or Non-Party that 12 challenges the designation of information or items under this Order. 13 3. The term “Confidential” shall mean information (regardless of how it is 14 generated, stored or maintained) or tangible things that qualify for protection under 15 Federal Rule of Civil Procedure 26(c), and as specified above in the Good Cause 16 Statement. 17 4. The term “Counsel” shall mean Outside Counsel of Record and House 18 Counsel (as well as their support staff). 19 5. The term “Designating Party” shall mean a Party or Non-Party that 20 designates information or items that it produces in disclosures or in responses to 21 discovery as “CONFIDENTIAL.” 22 6. The term “Disclosure or Discovery Material” shall mean all items or 23 information, regardless of the medium or manner in which it is generated, stored, or 24 maintained (including, among other things, testimony, transcripts, and tangible 25 things), that are produced or generated in disclosures or responses to discovery. 26 7. The term “Expert” shall mean a person with specialized knowledge or 27 experience in a matter pertinent to the litigation who has been retained by a Party or 28 its counsel to serve as an expert witness or as a consultant in this Action. 1 8. The term “House Counsel” shall mean attorneys who are employees of 2 a party to this Action. House Counsel does not include Outside Counsel of Record or 3 any other outside counsel. 4 9. The term “Non-Party” shall mean any natural person, partnership, 5 corporation, association or other legal entity not named as a Party to this action. 6 10. The term “Outside Counsel of Record” shall mean attorneys who are not 7 employees of a party to this Action but are retained to represent a party to this Action 8 and have appeared in this Action on behalf of that party or are affiliated with a law 9 firm that has appeared on behalf of that party, and includes support staff. 10 11. The term “Party” shall mean any party to this Action, including all of its 11 officers, directors, employees, consultants, retained experts, and Outside Counsel of 12 Record (and their support staffs). 13 12. The term “Producing Party” shall mean a Party or Non-Party that 14 produces Disclosure or Discovery Material in this Action. 15 13. The term “Professional Vendors” shall mean persons or entities that 16 provide litigation support services (e.g., photocopying, videotaping, translating, 17 preparing exhibits or demonstrations, and organizing, storing, or retrieving data in 18 any form or medium) and their employees and subcontractors. 19 14. The term “Protected Materials” shall mean any Disclosure or Discovery 20 Material that is designated as “CONFIDENTIAL.” 21 15. The term “Receiving Party” shall mean Party that receives Disclosure or 22 Discovery Material from a Producing Party. 23 V. SCOPE 24 The protections conferred by this Stipulation and Order cover not only 25 Protected Material (as defined above), but also (1) any information copied or extracted 26 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 27 Protected Material; and (3) any testimony, conversations, or presentations by Parties 28 or their Counsel that might reveal Protected Material. Any use of Protected Material 1 at trial shall be governed by the orders of the trial judge and other applicable 2 authorities. This Order does not govern the use of Protected Material at trial. 3 VI. DURATION 4 Even after final disposition of this litigation, the confidentiality obligations 5 imposed by this Order shall remain in effect until a Designating Party agrees 6 otherwise in writing or a court order otherwise directs. Final dispositions shall be 7 deemed to be the later of (1) dismissal of all claims and defenses in this Action, with 8 or without prejudice; and (2) final judgment herein after the completion and 9 exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action, 10 including the time limits for filing any motions or applications for extension of time 11 pursuant to applicable law. For a period of six months after final disposition of this 12 litigation, this Court will retain jurisdiction to enforce the terms of this Order. 13 VII. DESIGNATING PROTECTED MATERIAL 14 A. Exercise of Restraint and Care in Designating Material for 15 Protection. 16 Each Party or Non-Party that designates information or items for protection 17 under this Order must take care to limit any such designation to specific material that 18 qualifies under the appropriate standards. The Designating Party must designate for 19 protection only those parts of material, documents, items or oral or written 20 communications that qualify so that other portions of the material, documents, items 21 or communications for which protection is not warranted are not swept unjustifiably 22 within the ambit of this Order. Mass, indiscriminate, or routinized designations are 23 prohibited. Designations that are shown to be clearly unjustified or that have been 24 made for an improper purpose (e.g., to unnecessarily encumber the case development 25 process or to impose unnecessary expenses and burdens on other Parties) may expose 26 the Designating Party to sanctions. If it comes to a Designating Party’s attention that 27 information or items that it designated for protection do not qualify for protection, 28 1 that Designating Party must promptly notify all other Parties that it is withdrawing 2 the inapplicable designation. 3 B. Manner and Timing of Designations. 4 Except as otherwise provided in this Order, or as otherwise stipulated or 5 ordered, Disclosure of Discovery Material that qualifies for protection under this 6 Order must be clearly so designated before the material is disclosed or produced. 7 Designation in conformity with this Order requires: 8 (a) for information in documentary form (e.g., paper or electronic documents, 9 but excluding transcripts of depositions or other pretrial or trial proceedings), that the 10 Producing Party affix at a minimum, the legend “CONFIDENTIAL,” to each page 11 that contains protected material. If only a portion of the material on a page qualifies 12 for protection, the Producing Party also must clearly identify the protected portion(s) 13 (e.g., by making appropriate markings in the margins). 14 A Party or Non-Party that makes original documents available for inspection 15 need not designate them for protection until after the inspecting Party has indicated 16 which documents it would like copied and produced. During the inspection and before 17 the designation, all of the material made available for inspection shall be deemed 18 “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants 19 copied and produced, the Producing Party must determine which documents, or 20 portions thereof, qualify for protection under this Order. Then, before producing the 21 specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 22 to each page that contains Protected Material. If only a portion of the material on a 23 page qualifies for protection, the Producing Party also must clearly identify the 24 protected portion(s) (e.g., by making appropriate markings in the margins). 25 (b) for testimony given in depositions or in other pretrial or trial proceedings, 26 that the Designating Party identify on the record, before the close of the deposition, 27 hearing, or other proceeding, or within 30 days of receipt of the transcript from the 28 court reporter all protected testimony, Disclosure or Discovery Material. The entire 1 transcript will be considered by the Parties as “CONFIDENTIAL” during the 30-day 2 period. After the 30-day period, if no Party has designated some or all of that transcript 3 as “CONFIDENTIAL” under the Protective Order, the entire transcript or those 4 portions of the transcript not designated as confidential, will no longer be considered 5 confidential. 6 (c) for information produced in some form other than documentary and for any 7 other tangible items, that the Producing Party affix in a prominent place on the exterior 8 of the container or containers in which the information is stored the legend 9 “CONFIDENTIAL.” If only a portion or portions of the information warrants 10 protection, the Producing Party, to the extent practicable, shall identify the protected 11 portion(s). For any information transmitted by electronic means, the label 12 “CONFIDENTIAL” shall appear on the subject of the electronic mail, or on the title 13 of the digital document or documents or other media through which they are 14 conveyed. 15 C. Inadvertent Failures to Designate. 16 If timely corrected, an inadvertent failure to designate qualified information or 17 items does not, standing alone, waive the Designating Party’s right to secure 18 protection under this Order for such material. Upon timely correction of a designation, 19 the Receiving Party must make reasonable efforts to assure that the material is treated 20 in accordance with the provisions of this Order. 21 VIII. CHALLENGING CONFIDENTIALITY DESIGNATIONS 22 A. Timing of Challenges. 23 Any Party or Non-Party may challenge a designation of confidentiality at any 24 time that is consistent with the Court’s Scheduling Order. 25 B. Meet and Confer. 26 The Challenging Party shall initiate the dispute resolution process under Local 27 Rule 37-1 et seq. 28 1 C. Joint Stipulation. 2 Any challenge submitted to the Court shall be via a joint stipulation pursuant 3 to Local Rule 37-2. 4 D. The Burden of Persuasion 5 The burden of persuasion in any such challenge proceeding shall be on the 6 Designating Party. Frivolous challenges, and those made for an improper purpose 7 (e.g., to harass or impose unnecessary expenses and burdens on other Parties) may 8 expose the Challenging Party to sanctions. Unless the Designating Party has waived 9 or withdrawn the confidentiality designation, all Parties shall continue to afford the 10 material in question the level of protection to which it is entitled under the Producing 11 Party’s designation until the Court rules on the challenge. 12 IX. ACCESS TO AND USE OF PROTECTED MATERIAL 13 A. Basic Principles. 14 A Receiving Party may use Protected Material that is disclosed or produced by 15 another Party or by a Non-Party in connection with this Action only for prosecuting, 16 defending, or attempting to settle this Action. Such Protected Material may be 17 disclosed only to the categories of persons and under the conditions described in this 18 Order. When the Action has been terminated, a Receiving Party must comply with 19 the provisions of section XV below (FINAL DISPOSITION). Protected Material 20 must be stored and maintained by a Receiving Party at a location and in a secure 21 manner that ensures that access is limited to the persons authorized under this Order. 22 B. Disclosure of “CONFIDENTIAL” Information or Items. 23 Unless otherwise ordered by the court or permitted in writing by the 24 Designating Party, a 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, as well as 27 employees of said Outside Counsel of Record to whom it is reasonably necessary to 28 disclose the information for this Action; 1 (b) the officers, directors, and employees (including House Counsel) of the 2 Receiving Party to whom disclosure is reasonably necessary for this Action; 3 (c) Experts (as defined in this Order) of the Receiving Party to whom disclosure 4 is reasonably necessary for this Action and who have signed the “Acknowledgment 5 and Agreement to Be Bound” (Exhibit A); 6 (d) the court and its personnel; 7 (e) court reporters and their staff; 8 (f) professional jury or trial consultants, mock jurors, and Professional Vendors 9 to whom disclosure is reasonably necessary for this Action and who have signed the 10 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 11 (g) the author or recipient of a document containing the information or a 12 custodian or other person who otherwise possessed or knew the information; 13 (h) during their depositions, witnesses, and attorneys for witnesses, in the 14 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 15 requests that the witness sign the form attached as Exhibit A hereto; and (2) they will 16 not be permitted to keep any confidential information unless they sign the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 18 agreed by the Designating Party or ordered by the court. Pages of transcribed 19 deposition testimony or exhibits to depositions that reveal Protected Material may be 20 separately bound by the court reporter and may not be disclosed to anyone except as 21 permitted under this Stipulated Protective Order; and 22 (i) any mediators or settlement officers and their supporting personnel, 23 mutually agreed upon by any of the Parties engaged in settlement discussions. 24 X. PROTECTED MATERIAL SUBPOENAED OR ORDERED 25 PRODUCED IN OTHER LITIGATION 26 If a Party is served with a subpoena or a court order issued in other litigation 27 that compels disclosure of any information or items designated in this Action as 28 “CONFIDENTIAL,” that Party must: 1 (a) promptly notify in writing the Designating Party. Such notification shall 2 include a copy of the subpoena or court order; 3 (b) promptly notify in writing the party who caused the subpoena or order to 4 issue in the other litigation that some or all of the material covered by the subpoena 5 or order is subject to this Protective Order. Such notification shall include a copy of 6 this Stipulated Protective Order; and 7 (c) cooperate with respect to all reasonable procedures sought to be pursued by 8 the Designating Party whose Protected Material may be affected. 9 If the Designating Party timely seeks a protective order, the Party served with 10 the subpoena or court order shall not produce any information designated in this action 11 as “CONFIDENTIAL” before a determination by the court from which the subpoena 12 or order issued, unless the Party has obtained the Designating Party’s permission. The 13 Designating Party shall bear the burden and expense of seeking protection in that court 14 of its confidential material and nothing in these provisions should be construed as 15 authorizing or encouraging a Receiving Party in this Action to disobey a lawful 16 directive from another court. 17 XI. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 18 PRODUCED IN THIS LITIGATION 19 (a) The terms of this Order are applicable to information produced by a Non- 20 Party in this Action and designated as “CONFIDENTIAL.” Such information 21 produced by Non-Parties in connection with this litigation is protected by the 22 remedies and relief provided by this Order. Nothing in these provisions should be 23 construed as prohibiting a Non-Party from seeking additional protections. 24 (b) In the event that a Party is required, by a valid discovery request, to produce 25 a Non-Party’s confidential information in its possession, and the Party is subject to an 26 agreement with the Non-Party not to produce the Non-Party’s confidential 27 information, then the Party shall: 28 (1) promptly notify in writing the Requesting Party and the Non-Party 1 that some or all of the information requested is subject to a confidentiality agreement 2 with a Non-Party; 3 (2) promptly provide the Non-Party with a copy of the Stipulated 4 Protective Order in this Action, the relevant discovery request(s), and a reasonably 5 specific description of the information requested; and 6 (3) make the information requested available for inspection by the Non- 7 Party, if requested. 8 (c) If the Non-Party fails to seek a protective order from this court within 14 9 days of receiving the notice and accompanying information, the Receiving Party may 10 produce the Non-Party’s confidential information responsive to the discovery request. 11 If the Non-Party timely seeks a protective order, the Receiving Party shall not produce 12 any information in its possession or control that is subject to the confidentiality 13 agreement with the Non-Party before a determination by the court. Absent a court 14 order to the contrary, the Non-Party shall bear the burden and expense of seeking 15 protection in this court of its Protected Material. 16 XII. UNAUTHORIZED DISCLOSURE OF PROTECTED 17 MATERIAL 18 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 19 Protected Material to any person or in any circumstance not authorized under this 20 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 21 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 22 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 23 persons to whom unauthorized disclosures were made of all the terms of this Order, 24 and (d) request such person or persons to execute the “Acknowledgment an 25 Agreement to Be Bound” attached hereto as Exhibit A. 26 XIII. INADVERTENT PRODUCTION OF PRIVILEGED OR 27 OTHERWISE PROTECTED MATERIAL 28 When a Producing Party gives notice to Receiving Parties that certain 1 inadvertently produced material is subject to a claim of privilege or other protection, 2 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 3 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 4 may be established in an e-discovery order that provides for production without prior 5 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 6 Parties reach an agreement on the effect of disclosure of a communication or 7 information covered by the attorney-client privilege or work product protection, the 8 Parties may incorporate their agreement in the stipulated protective order submitted 9 to the court. 10 XIV. MISCELLANEOUS 11 A. Right to Further Relief. 12 Nothing in this Order abridges the right of any person to seek its modification 13 by the Court in the future. 14 B. Right to Assert Other Objections. 15 By stipulating to the entry of this Protective Order, no Party waives any right it 16 otherwise would have to object to disclosing or producing any information or item on 17 any ground not addressed in this Stipulated Protective Order. Similarly, no Party 18 waives any right to object on any ground to use in evidence of any of the material 19 covered by this Protective Order. 20 C. Filing Protected Material. 21 Without written permission from the Designating Party or a Court order 22 secured after appropriate notice to all interested persons, a Party may not file in the 23 public record in this Action any Protected Material. A Party that seeks to file under 24 seal any Protected Material must comply with Local Civil Rule 79-5. Protected 25 Material may only be filed under seal pursuant to a court order authorizing the sealing 26 of the specific Protected Material. If a Party’s request to file Protected Material under 27 seal is denied by the court, then the Receiving Party may file the information in the 28 public record unless otherwise instructed by the court. 1 || XV. FINAL DISPOSITION 2 Unless otherwise ordered or agreed in writing by the Producing Party, within 3 || 60 days after the final disposition of this Action, as defined in paragraph VI, above, 4 ||each Receiving Party must return all Protected Material to the Producing Party or 5 || destroy such material. As used in this subdivision, “all Protected Material” includes 6 || all copies, abstracts, compilations, summaries, and any other format reproducing or 7 ||capturing any of the Protected Material. Whether the Protected Material is returned 8 || or destroyed, the Receiving Party must submit a written certification to the Producing 9 || Party (and, if not the same person or entity, to the Designating Party) by the 60-day 10 || deadline that (1) identifies (by category, where appropriate) all the Protected Material 11 ||that was returned or destroyed and (2) affirms that the Receiving Party has not 12 ||retained any copies, abstracts, compilations, summaries or any other format 13 |;}reproducing or capturing any of the Protected Material. Notwithstanding this 14 || provision, Counsel are entitled to retain an archival copy of all pleadings, motion 15 || papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, 16 || deposition and trial exhibits, expert reports, attorney work product, and consultant 17 || and expert work product, even if such materials contain Protected Material. Any such 18 archival copies that contain or constitute Protected Material remain subject to this 19 || Protective Order as set forth in Section VI (DURATION). 20 || XVI. VIOLATION 21 Any violation of this Order may be punished by appropriate measures 22 including, without limitation, contempt proceedings and/or monetary sanctions. 23 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 24 25 || DATED: April 17, 2025 jf 26 Li EL. OG 27 HN D. EARLY 28 United States Magistrate Judge

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 perjury 5 that I have read in its entirety and understand the Stipulated Protective Order that was 6 issued by the United States District Court for the Central District of California on 7 April 17, 2025 in the case of Hudson Gill et al. v. Chipotle Mexican Grill, Inc., (C.D. 8 Cal.) Case No. 8:24-cv-01672-FWS-JDE 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 information 12 or item that is subject to this Stipulated Protective Order to any person or entity except 13 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. I hereby appoint ________________________ [print or 18 type full name] of _________ [print or type full address and telephone number] 19 as my California agent for service of process in connection with this action or any 20 proceedings related to enforcement of this Stipulated Protective Order. 21 22 Date: ___________________________ 23 City and State where sworn and signed: ___________________________ 24 Printed name: ___________________________ 25 Signature: ___________________________ 26 27 28