1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 WESTERN DIVISION 11 12 WATCHDOG AI, INC.; JOSEPH Case No. 2:25-cv-09210-SVW-MBK RAYHBUCK p/k/a FAT CODA 13 [PROPOSED] STIPULATED

STUDIOS,

PROTECTIVE ORDER

14 v. 15

DUOLINGO, INC..

16 17 18 1. GENERAL 19 1.1 Purposes and Limitations. Discovery in this action is likely to involve 20 production of confidential, proprietary, or private information for which special 21 protection from public disclosure and from use for any purpose other than prosecuting 22 this litigation may be warranted. Accordingly, the parties hereby stipulate to and 23 petition the Court to enter the following Stipulated Protective Order. The parties 24 acknowledge that this Order does not confer blanket protections on all disclosures or 25 responses to discovery and that the protection it affords from public disclosure and 26 use extends only to the limited information or items that are entitled to confidential 27 treatment under the applicable legal principles. The parties further acknowledge, as 28 set forth in Section 12.3, below, that this Stipulated Protective Order does not entitle 1 them to file confidential information under seal; Civil Local Rule 79-5 sets forth the 2 procedures that must be followed and the standards that will be applied when a party 3 seeks permission from the court to file material under seal. 4 1.2 Good Cause Statement. This action is likely to involve customer lists and 5 other valuable research, development, commercial, financial, technical and/or 6 proprietary information for which special protection from public disclosure and from 7 use for any purpose other than prosecution of this action is warranted. Such 8 confidential and proprietary materials and information consist of, among other things, 9 confidential business or financial information, information regarding confidential 10 business practices, or other confidential research, development, or commercial 11 information (including information implicating privacy rights of third parties), 12 information otherwise generally unavailable to the public, or which may be privileged 13 or otherwise protected from disclosure under state or federal statutes, court rules, case 14 decisions, or common law. Accordingly, to expedite the flow of information, to 15 facilitate the prompt resolution of disputes over confidentiality of discovery materials, 16 to adequately protect information the parties are entitled to keep confidential, to 17 ensure that the parties are permitted reasonable necessary uses of such material in 18 preparation for and in the conduct of trial, to address their handling at the end of the 19 litigation, and serve the ends of justice, a protective order for such information is 20 justified in this matter. It is the intent of the parties that information will not be 21 designated as confidential for tactical reasons and that nothing be so designated 22 without a good faith belief that it has been maintained in a confidential, non-public 23 manner, and there is good cause why it should not be part of the public record of this 24 case. 25 2. DEFINITIONS 26 2.1 Action: Joseph Rayhbuck, et al. v. Duolingo, Inc., Case No. 2:25-cv- 27 09210 (C.D. Cal.) 28 2.2 Challenging Party: a Party or Non-Party that challenges the designation 1 of information or items under this Order. 2 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 3 how it is generated, stored or maintained) or tangible things that qualify for protection 4 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 5 Cause Statement. 6 2.4 “HIGHLY CONFIDENTIAL-ATTORNEY’S EYES ONLY” 7 Information or Items: information (regardless of how it is generated, stored or 8 maintained) or tangible things for which such designation is necessary to protect the 9 interests of the client in information that is of such a private, sensitive, competitive or 10 proprietary nature that present disclosure to a party would reasonably be expected to 11 cause irreparable harm or materially impair the legitimate competitive interests of the 12 client. 13 2.5 Counsel: Outside Counsel of Record and House Counsel (as well as their 14 support staff). 15 2.6 Designating Party: a Party or Non-Party that designates information or 16 items that it produces in disclosures or in responses to discovery as 17 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL-ATTORNEY’S EYES 18 ONLY.” 19 2.7 Disclosure or Discovery Material: all items or information, regardless 20 of the medium or manner in which it is generated, stored, or maintained (including, 21 among other things, testimony, transcripts, and tangible things), that are produced or 22 generated in disclosures or responses to discovery in this matter. 23 2.8 Expert: a person with specialized knowledge or experience in a matter 24 pertinent to the litigation who has been retained by a Party or its counsel to serve as 25 an expert witness or as a consultant in this Action. 26 2.9 House Counsel: attorneys who are employees of a party to this Action. 27 House Counsel does not include Outside Counsel of Record or any other outside 28 counsel. 1 2.10 Non-Party: any natural person, partnership, corporation, association, or 2 other legal entity not named as a Party to this action. 3 2.11 Outside Counsel of Record: attorneys who are not employees of a party 4 to this Action but are retained to represent or advise a party to this Action and have 5 appeared in this Action on behalf of that party or are affiliated with a law firm that 6 has appeared on behalf of that party, including support staff. 7 2.12 Party: any party to this Action, including all of its officers, directors, 8 employees, consultants, retained experts, and Outside Counsel of Record (and their 9 support staffs). 10 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 11 Discovery Material in this Action. 12 2.14 Professional Vendors: persons or entities that provide litigation support 13 services (e.g., photocopying, videotaping, translating, preparing exhibits or 14 demonstrations, and organizing, storing, or retrieving data in any form or medium) 15 and their employees and subcontractors. 16 2.15 Protected Material: any Disclosure or Discovery Material that is 17 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S 18 EYES ONLY.” 19 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 20 from a Producing Party. 21 3. SCOPE 22 The protections conferred by this Stipulation and Order cover not only 23 Protected Material (as defined above), but also (1) any information copied or extracted 24 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 25 Protected Material; and (3) any testimony, conversations, or presentations by Parties 26 or their Counsel that might reveal Protected Material. 27 Any use of Protected Material at trial shall be governed by the orders of the 28 trial judge. This Order does not govern the use of Protected Material at trial. 1 4. DURATION 2 Once a case proceeds to trial, all of the court-filed information to be introduced 3 that was previously designated as confidential or maintained pursuant to this 4 protective order becomes public and will be presumptively available to all members 5 of the public, including the press, unless compelling reasons supported by specific 6 factual findings to proceed otherwise are made to the trial judge in advance of the 7 trial. See Kamakana v. City and Cty. of Honolulu, 447 F.3d 1172, 1180-81 (9th Cir. 8 2006) (distinguishing “good cause” showing for sealing documents produced in 9 discovery from “compelling reasons” standard when merits-related documents are 10 part of court record). Accordingly, the terms of this protective order do not extend 11 beyond the commencement of the trial. 12 5. DESIGNATING PROTECTED MATERIAL 13 5.1 Exercise of Restraint and Care in Designating Material for Protection. 14 Each Party or Non-Party that designates information or items for protection under this 15 Order must take care to limit any such designation to specific material that qualifies 16 under the appropriate standards. The Designating Party must designate for protection 17 only those parts of material, documents, items, or oral or written communications that 18 qualify so that other portions of the material, documents, items, or communications 19 for which protection is not warranted are not swept unjustifiably within the ambit of 20 this Order. 21 Mass, indiscriminate, or routinized designations are prohibited. Designations 22 that are shown to be clearly unjustified or that have been made for an improper 23 purpose (e.g., to unnecessarily encumber the case development process or to impose 24 unnecessary expenses and burdens on other parties) may expose the Designating Party 25 to sanctions. 26 If it comes to a Designating Party’s attention that information or items that it 27 designated for protection do not qualify for protection, that Designating Party must 28 promptly notify all other Parties that it is withdrawing the inapplicable designation. 1 5.2 Manner and Timing of Designations. Except as otherwise provided in 2 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 3 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 4 under this Order must be clearly so designated before the material is disclosed or 5 produced. 6 Designation in conformity with this Order requires: 7 (a) for information in documentary form (e.g., paper or electronic 8 documents, but excluding transcripts of depositions or other pretrial or trial 9 proceedings), that the Producing Party affix, at a minimum, the legend 10 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 11 ONLY” (hereinafter “CONFIDENTIAL legend”), to each page that contains 12 protected material. If only a portion or portions of the material on a page qualifies for 13 protection, the Producing Party also must clearly identify the protected portion(s) 14 (e.g., by making appropriate markings in the margins). 15 A Party or Non-Party that makes original documents available for inspection 16 need not designate them for protection until after the inspecting Party has indicated 17 which documents it would like copied and produced. During the inspection and 18 before the designation, all of the material made available for inspection shall be 19 deemed “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S 20 EYES ONLY.” After the inspecting Party has identified the documents it wants 21 copied and produced, the Producing Party must determine which documents, or 22 portions thereof, qualify for protection under this Order. Then, before producing the 23 specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 24 to each page that contains Protected Material. If only a portion or portions of the 25 material on a page qualifies for protection, the Producing Party also must clearly 26 identify the protected portion(s) (e.g., by making appropriate markings in the 27 margins). 28 1 (b) for testimony given in depositions that the Designating Party identify 2 the Disclosure or Discovery Material on the record, before the close of the deposition. 3 (c) for information produced in some form other than documentary and 4 for any other tangible items, that the Producing Party affix in a prominent place on 5 the exterior of the container or containers in which the information is stored the legend 6 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 7 ONLY.” If only a portion or portions of the information warrants protection, the 8 Producing Party, to the extent practicable, shall identify the protected portion(s). 9 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 10 failure to designate qualified information or items does not, standing alone, waive the 11 Designating Party’s right to secure protection under this Order for such material. 12 Upon timely correction of a designation, the Receiving Party must make reasonable 13 efforts to assure that the material is treated in accordance with the provisions of this 14 Order. 15 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 16 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 17 designation of confidentiality at any time that is consistent with the Court’s 18 Scheduling Order. 19 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 20 resolution process under Local Rule 37-1, et seq, as modified by Judge Kaufman’s 21 Procedures. See https://www.cacd.uscourts.gov/honorable-michael-b-kaufman. Any 22 discovery motion must strictly comply with these procedures. 23 6.3 Burden. The burden of persuasion in any such challenge proceeding 24 shall be on the Designating Party. Frivolous challenges, and those made for an 25 improper purpose (e.g., to harass or impose unnecessary expenses and burdens on 26 other parties) may expose the Challenging Party to sanctions. Unless the Designating 27 Party has waived or withdrawn the confidentiality designation, all parties shall 28 continue to afford the material in question the level of protection to which it is entitled 1 under the Producing Party’s designation until the Court rules on the challenge. 2 7. ACCESS TO AND USE OF PROTECTED MATERIAL 3 7.1 Basic Principles. A Receiving Party may use Protected Material that is 4 disclosed or produced by another Party or by a Non-Party in connection with this 5 Action only for prosecuting, defending, or attempting to settle this Action. Such 6 Protected Material may be disclosed only to the categories of persons and under the 7 conditions described in this Order. When the Action has been terminated, a Receiving 8 Party must comply with the provisions of section 13 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 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 13 otherwise ordered by the Court or permitted in writing by the Designating Party, a 14 Receiving Party may disclose any information or item designated 15 “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) of 20 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 (f) professional jury or trial consultants, mock jurors, and Professional 27 Vendors to whom disclosure is reasonably necessary for this Action and who have 28 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 1 (g) the author or recipient of a document containing the information or 2 a custodian or other person who otherwise possessed or knew the information; 3 (h) during their depositions, witnesses, and attorneys for witnesses, in 4 the Action to whom disclosure is reasonably necessary provided: (1) the deposing 5 party requests that the witness sign the form attached as Exhibit A hereto; and (2) they 6 will not be permitted to keep any confidential information unless they sign the 7 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 8 agreed by the Designating Party or ordered by the Court. Pages of transcribed 9 deposition testimony or exhibits to depositions that reveal Protected Material may be 10 separately bound by the court reporter and may not be disclosed to anyone except as 11 permitted under this Stipulated Protective Order; and 12 (i) any mediator or settlement officer, and their supporting personnel, 13 mutually agreed upon by any of the parties engaged in settlement discussions. 14 7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 15 ONLY” Information or Items. Unless otherwise ordered by the Court or permitted in 16 writing by the Designating Party, a Receiving Party may disclose any information or 17 item designated “HIGHLY CONFIDENTIAL” only to: 18 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 19 well as employees of said Outside Counsel of Record to whom it is reasonably 20 necessary to disclose the information for this Action; 21 (b) House Counsel of the Receiving Party to whom disclosure is 22 reasonably necessary for this Action; 23 (c) Experts (as defined in this Order) of the Receiving Party to whom 24 disclosure is reasonably necessary for this Action and who have signed the 25 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 26 (d) the Court and its personnel; 27 (e) court reporters and their staff; 28 (f) professional jury or trial consultants, mock jurors, and Professional 1 Vendors to whom disclosure is reasonably necessary for this Action and who have 2 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 3 (g) the author or recipient of a document containing the information or 4 a custodian or other person who otherwise possessed or knew the information; and 5 (h) any mediator or settlement officer, and their supporting personnel, 6 mutually agreed upon by any of the parties engaged in settlement discussions. 7 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 8 PRODUCED IN OTHER LITIGATION 9 If a Party is served with a subpoena or a court order issued in other litigation 10 that compels disclosure of any information or items designated in this Action as 11 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 12 ONLY” that Party must: 13 (a) promptly notify in writing the Designating Party. Such notification shall 14 include a copy of the subpoena or court order; 15 (b) promptly notify in writing the party who caused the subpoena or order to 16 issue in the other litigation that some or all of the material covered by the subpoena 17 or order is subject to this Protective Order. Such notification shall include a copy of 18 this Stipulated Protective Order; and 19 (c) cooperate with respect to all reasonable procedures sought to be pursued 20 by the Designating Party whose Protected Material may be affected. 21 If the Designating Party timely seeks a protective order, the Party served with 22 the subpoena or court order shall not produce any information designated in this action 23 as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 24 ONLY” before a determination by the court from which the subpoena or order issued, 25 unless the Party has obtained the Designating Party’s permission. The Designating 26 Party shall bear the burden and expense of seeking protection in that court of its 27 confidential material and nothing in these provisions should be construed as 28 authorizing or encouraging a Receiving Party in this Action to disobey a lawful 1 directive from another court. 2 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 3 PRODUCED IN THIS LITIGATION 4 (a) The terms of this Order are applicable to information produced by a Non- 5 Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 6 CONFIDENTIAL – ATTORNEY’S EYES ONLY.” Such information produced by 7 Non-Parties in connection with this litigation is protected by the remedies and relief 8 provided by this Order. Nothing in these provisions should be construed as 9 prohibiting a Non-Party from seeking additional protections. 10 (b) In the event that a Party is required, by a valid discovery request, to produce 11 a Non-Party’s confidential information in its possession, and the Party is subject to an 12 agreement with the Non-Party not to produce the Non-Party’s confidential 13 information, then the Party shall: 14 (1) promptly notify in writing the Requesting Party and the Non-Party 15 that some or all of the information requested is subject to a confidentiality agreement 16 with a Non-Party; 17 (2) promptly provide the Non-Party with a copy of the Stipulated 18 Protective Order in this Action, the relevant discovery request(s), and a reasonably 19 specific description of the information requested; and 20 (3) make the information requested available for inspection by the Non- 21 Party, if requested. 22 (c) If the Non-Party fails to seek a protective order from this Court within 14 23 days of receiving the notice and accompanying information, the Receiving Party may 24 produce the Non-Party’s confidential information responsive to the discovery request. 25 If the Non-Party timely seeks a protective order, the Receiving Party shall not produce 26 any information in its possession or control that is subject to the confidentiality 27 agreement with the Non-Party before a determination by the Court. Absent a court 28 order to the contrary, the Non-Party shall bear the burden and expense of seeking 1 protection in this Court of its Protected Material. 2 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 3 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 4 Protected Material to any person or in any circumstance not authorized under this 5 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 6 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 7 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 8 persons to whom unauthorized disclosures were made of all the terms of this Order, 9 and (d) request such person or persons to execute the “Acknowledgment and 10 Agreement to Be Bound” that is attached hereto as Exhibit A. 11 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 12 PROTECTED MATERIAL 13 When a Producing Party gives notice to Receiving Parties that certain 14 inadvertently produced material is subject to a claim of privilege or other protection, 15 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 16 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 17 may be established in an e-discovery order that provides for production without prior 18 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 19 parties reach an agreement on the effect of disclosure of a communication or 20 information covered by the attorney-client privilege or work product protection, the 21 parties may incorporate their agreement in the stipulated protective order submitted 22 to the Court. 23 12. MISCELLANEOUS 24 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 25 person to seek its modification by the Court in the future. 26 12.2 Right to Assert Other Objections. By stipulating to the entry of this 27 Protective Order, no Party waives any right it otherwise would have to object to 28 disclosing or producing any information or item on any ground not addressed in this 1 Stipulated Protective Order. Similarly, no Party waives any right to object on any 2 ground to use in evidence of any of the material covered by this Protective Order. 3 12.3 Filing Protected Material. A Party that seeks to file under seal any 4 Protected Material must comply with Civil Local Rule 79-5. Protected Material may 5 only be filed under seal pursuant to a court order authorizing the sealing of the specific 6 Protected Material at issue; good cause must be shown in the request to file under 7 seal. If a Party’s request to file Protected Material under seal is denied by the Court, 8 then the Receiving Party may file the information in the public record unless 9 otherwise instructed by the Court. 10 13. FINAL DISPOSITION 11 After the final disposition of this Action, within 60 days of a written request by 12 the Designating Party, each Receiving Party must return all Protected Material to the 13 Producing Party or destroy such material. As used in this subdivision, “all Protected 14 Material” includes all copies, abstracts, compilations, summaries, and any other 15 format reproducing or capturing any of the Protected Material. Whether the Protected 16 Material is returned or destroyed, the Receiving Party must submit a written 17 certification to the Producing Party (and, if not the same person or entity, to the 18 Designating Party) by the 60 day deadline that (1) identifies (by category, where 19 appropriate) all the Protected Material that was returned or destroyed, and (2) affirms 20 that the Receiving Party has not retained any copies, abstracts, compilations, 21 summaries or any other format reproducing or capturing any of the Protected Material. 22 Notwithstanding this provision, counsel are entitled to retain an archival copy of all 23 pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, 24 correspondence, deposition and trial exhibits, expert reports, attorney work product, 25 and consultant and expert work product, even if such materials contain Protected 26 Material. Any such archival copies that contain or constitute Protected Material 27 remain subject to this Protective Order as set forth in Section 4 (DURATION). 28 1 || 14. VIOLATION OF ORDER 2 Any violation of this Order may be punished by any and all appropriate 3 || measures including, without limitation, contempt proceedings and/or monetary 4 || sanctions. 5 6 || SO STIPULATED, THROUGH COUNSEL OF RECORD. 7 8 || DATED: December 10, 2025 VALKYRIE LAW GROUP, P.C. 9 s/ Heather L. Blaise 10 Attorneys for Plaintiff 11 12 || DATED: December 10, 2025 GREENBERG TRAURIG, LLP 13 s/ Nina D. Boyajian 14 Attorneys for Defendant 15 16 ECF CERTIFICATION 17 Pursuant to Local Civil Rule 5-4.3.4(a)(2)(i), I hereby attest that Heather L. 18 || Blaise, on whose behalf this filing is jointly submitted, has concurred in this filing’s 19 || content and has authorized me to file this document. 20 /s/ Nina D. Bovajian Nina D. Boyajian 22 23 || ITIS SO ORDERED. 24 25 ; 26 || DATED: December 11 2025 LA LEY: ——

MICHAEL B. KAUFMAN

UNITED STATES MAGISTRATE JUDGE

28

14