Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 1 of 12 Page ID #:75

1 ROBERT S. GIANELLI, #82116

JOSHUA S. DAVIS #193187

2 ADRIAN J. BARRIO, #219266 GIANELLI & MORRIS, A Law Corporation 3 550 South Hope Street, Suite 1645 Los Angeles, CA 90071 4 Tel: (213) 489-1600; Fax: (213) 489-1611 rob.gianelli@gmlawyers.com 5 joshua.davis@gmlawyers.com adrian.barrio@gmlawyers.com 6 Attorneys for Plaintiff Cheri Poe, on behalf 7 of herself and all others similarly situated

8

ZOE K. WILHELM (SBN 305932)

9 FAEGRE DRINKER BIDDLE & REATH LLP 1800 Century Park East, Suite 1500 10 Los Angeles, California 90067-1517 Telephone: (310) 203-4000; Fax: (310) 229-1285 11 zoe.wilhelm@faegredrinker.com

12 Attorneys for Defendant

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

13

14

15 UNITED STATES DISTRICT COURT

16

CENTRAL DISTRICT OF CALIFORNIA

17 18 CHERI POE, on behalf of herself and ) CASE NO.: 8:21-cv-2065-PA-Ex all others similarly situated, ) 19 ) [PROPOSED] STIPULATED 20 Plaintiffs, ) PROTECTIVE ORDER ) 21 v. ) 22 ) ) 23

NORTHWESTERN MUTUAL LIFE )

24 INSURANCE COMPANY, ) ) 25 ) 26 Defendants. ) ) 27 ________________________________ 28 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 2 of 12 Page ID #:76

1 Subject to the approval of this Court, Plaintiff CHERI POE and Defendant 2 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, by and 3 through their respective counsel of record, hereby stipulate to the following protective 4 order: 5 1. A. PURPOSES AND LIMITATIONS 6 Discovery in this action is likely to involve production of confidential, 7 proprietary, or private information for which special protection from public disclosure 8 and from use for any purpose other than prosecuting this litigation may be warranted. 9 Accordingly, the parties hereby stipulate to and petition the Court to enter the 10 following Stipulated Protective Order. The parties acknowledge that this Order does 11 not confer blanket protections on all disclosures or responses to discovery and that the 12 protection it affords from public disclosure and use extends only to the limited 13 information or items that are entitled to confidential treatment under the applicable 14 legal principles. The parties further acknowledge, as set forth in Paragraph 8, below, 15 that this Stipulated Protective Order does not entitle them to file confidential 16 information under seal; Civil Local Rule 79-5 sets forth the procedures that must be 17 followed and the standards that will be applied when a party seeks permission from 18 the Court to file material under seal. 19 B. GOOD CAUSE STATEMENT 20 The parties acknowledge that information produced in discovery, regardless of 21 its designation under this Order, may contain personal and health information subject 22 to the protections of, inter alia, the Health Insurance Portability and Accountability 23 Act of 1996, the applicable requirements of the Standards for Privacy of Individually 24 Identifiable Health Information and its implementing regulations issued by the U.S. 25 Department of Health and Human Services (45 C.F.R. Parts 160-64; HIPAA Privacy 26 Regulations), and California Civil Code §§ 56 et seq., and 1798.82 et seq., which 27 protect the confidentiality of individually-identifiable personal and health 28 information. Discovery may also involve trade secrets, customer and pricing lists and

1 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 3 of 12 Page ID #:77

1 other valuable research, development, commercial, financial, technical and/or 2 proprietary information for which special protection from public disclosure and from 3 use for any purpose other than prosecution of this action is warranted. 4 Accordingly, to expedite the flow of information, to facilitate the prompt 5 resolution of disputes over confidentiality of discovery materials, to adequately 6 protect information the parties are entitled or required to keep confidential, to ensure 7 that the parties are permitted reasonably necessary uses of such material in 8 preparation for and in the conduct of trial, to address their handling at the end of the 9 litigation, and to serve the ends of justice, a protective order for such information is 10 justified in this matter. It is the intent of the parties that information will not be 11 designated as confidential for tactical reasons and that nothing be so designated 12 without a good faith belief that it has been maintained in a confidential, non-public 13 manner, and there is good cause why it should not be part of the public record of this 14 case. 15 2. A document constitutes or contains “Confidential Material” when it has 16 been given that designation by the party or nonparty producing it or by the party to 17 whom the information relates (“the Designating Party”). A party or nonparty may 18 designate documents or information as “Confidential Material” as follows: 19 a. In the case of documents and information contained in 20 documents, designation must be made by placing the following legend on each page 21 of the document before production: 22 “CONFIDENTIAL SUBJECT TO PROTECTIVE ORDER.” 23 b. In the case of discovery responses and information contained in 24 discovery responses, designation must be made by (i) placing a statement at the start 25 or end of the responses specifying that the responses, or part of the responses, are 26 designated Confidential Material, and (ii) placing the following legend on each page 27 (including the caption page) of any discovery response containing designated 28 Confidential Material:

2 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 4 of 12 Page ID #:78

1 “CONFIDENTIAL SUBJECT TO PROTECTIVE ORDER.” 2 c. In the case of depositions and hearings, designation of the 3 portions of the transcript (including exhibits) that contain Confidential Material must 4 be made by the Designating Party by: (i) making a statement to that effect on the 5 record in the course of the deposition or hearing; or (ii) sending a letter to all counsel 6 within the time permitted for the review and signing of the deposition by the witness 7 (in the event of a deposition) or within 45 days of receipt of the transcript of the 8 hearing (in the event of a hearing). Once designated, the original and each copy of 9 the transcript that contains Confidential Material must bear (or must be modified by 10 counsel to bear) the following legend on its cover: 11 “CONFIDENTIAL SUBJECT TO PROTECTIVE ORDER.” 12 3. For purposes of this Stipulated Protective Order, “Confidential 13 Material” includes the following types of documents and information: 14 a. information that is proprietary or constitutes a trade secret, 15 including, without limitation, information, materials, and other documents reflecting 16 non-public business or financial strategies and confidential competitive information 17 that, if disclosed, could result in prejudice or harm to the disclosing party; 18 b. non-public financial or business information; 19 c. information that is otherwise generally unavailable to the public; 20 d. policyholder-specific information, including private medical 21 information. 22 3.1 Any copies or reproductions, excerpts, summaries, or other documents 23 or media that contain or incorporate Confidential Material as defined above will also 24 be treated as Confidential Material under this Order. 25 3.2 Nothing in this Stipulated Protective Order will be construed as 26 requiring Defendant to produce any personal or identifying information regarding 27 any individual or any other policyholder, nor policyholder information that is 28 protected from disclosure under applicable state or federal law.

3 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 5 of 12 Page ID #:79

1 4. Confidential Material may be used solely for the purpose of conducting 2 this litigation and not for any other purpose whatsoever. For the purpose of 3 conducting this litigation, Confidential Material may be used by, copied by, 4 exhibited to, or disclosed to the following persons or entities only: 5 a. The parties to this action; 6 b. The parties’ attorneys and their respective employees; 7 c. Any witness from whom testimony is taken or will be taken in 8 this action, except that the witness may be shown copies of Confidential Material 9 only during his or her testimony and in preparation for the testimony, and only to the 10 extent relevant to the testimony. The witness may not retain any Confidential 11 Material; 12 d. Consultants, experts, and investigators employed by the parties 13 or their attorneys in the prosecution or defense of any aspect of this litigation; 14 e. Court reporters used in connection with this action and their 15 employees; 16 f. The jury, if any, in the trial of this case; and 17 g. The Court and its staff. 18 5. No disclosure may be made to any person under Paragraphs 4(c), (d) or 19 (e) until that person has executed an “Understanding and Agreement” in the form 20 attached as Exhibit A. With respect to consultants, experts, and investigators 21 employed by the parties to this litigation, Exhibit A must be fully executed by the 22 consultant, expert, or investigator and retained by counsel for the party employing 23 the consultant, expert, or investigator. In the event that any consultant, expert, or 24 investigator employed by the parties to this litigation ceases to be engaged in the 25 preparation of this Action, access by such person to discovery material designated as 26 Confidential shall be terminated. Any such material in the possession of any such 27 person shall be returned or destroyed. The provisions of this Order and the 28

4 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 6 of 12 Page ID #:80

1 obligations not to disclose any portions of such material shall remain in full force and 2 effect as to all such persons. 3 6. All persons described in Paragraphs 4(a) through (f) above are 4 prohibited from disclosing any portion of Confidential Material to any other person, 5 or from using any information obtained from the Confidential Material, except as 6 permitted by this stipulation. 7 7. Nothing in this Stipulated Protective Order prevents the use of 8 information that is publicly available. 9 8. Any motion papers, briefs, memoranda, affidavits, declaration, exhibits, 10 transcripts, or other papers filed with the Clerk of the Court that contain any 11 Confidential Material must be accompanied by an application to file the papers – or 12 the confidential portion thereof – under seal in compliance with Local Rule 79-5. 13 The application shall be directed to the judge to whom the papers are directed. 14 Pending the ruling on the application, the papers or portions thereof subject to the 15 sealing application shall be lodged under seal. 16 9. If any party or nonparty bound by this Stipulated Protective Order 17 intends to disclose, discuss, or otherwise refer to any Confidential Material in open 18 court at any hearing or trial, that person must notify the Court, the Designating Party, 19 and all other parties to this action of its intention to do so, and must not disclose, 20 discuss, or otherwise refer to the Confidential Material until permitted by the Court. 21 10. A party’s inadvertent failure to designate disclosed materials as 22 Confidential Material does not waive its right to do so and may be remedied by 23 prompt written notice upon discovery of the error, in which case the material in 24 question will be subject to the protections of this Order. 25 11. The inadvertent, unintentional, or in camera disclosure of Confidential 26 Material shall not be deemed a waiver in whole or in part of any party’s claims of 27 confidentiality. Moreover, where a Designating Party has inadvertently produced a 28 document which the Designating Party later claims should not have been produced

5 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 7 of 12 Page ID #:81

1 because of privilege, the Designating Party may at any time require the return of any 2 such document. A request for the return of any document shall identify the 3 document by Bates number and the basis for asserting that the specific document (or 4 portions thereof) is subject to the attorney-client privilege, the work product doctrine, 5 or any other applicable privilege or immunity from discovery, the basis for asserting 6 that the production was inadvertent, and the date of discovery that there had been an 7 inadvertent production. The inadvertent production of any document which a 8 Designating Party later claims should not have been produced because of a privilege 9 will not be deemed to be a waiver of any privilege to which the Designating Party 10 would have been entitled had the privileged document not inadvertently been 11 produced. If a Designating Party requests the return, pursuant to this Paragraph, of 12 any such document from another party, the party to whom the request is made shall 13 within THIRTY (30) days return to the Designating Party all copies of the document 14 within its possession, custody, or control, including all copies in the possession of 15 experts, consultants, or others to whom the document was provided. In the event that 16 only portions of the document contain privileged subject matter, the Designating 17 Party shall substitute a redacted version of the document at the time of making the 18 request for the return of the requested document. 19 12. Nothing herein shall be deemed to waive any applicable privilege or 20 work product protection, nor shall an inadvertent disclosure of material protected by 21 privilege or work product protection constitute a waiver of such privilege or 22 protection. 23 13. Notwithstanding anything to the contrary in this Stipulated Protective 24 Order, any party may use the following documents or information without restriction, 25 regardless of whether they have been designated as Confidential Material: 26 a. its own documents or information; 27 b. documents that the party has previously received or sent, including 28 final versions of letters and emails listing the party as a recipient or sender; and

6 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 8 of 12 Page ID #:82

1 c. documents or information developed or obtained independently of 2 discovery, including party and non-party discovery, in this action. 3 14. This Stipulated Protective Order applies with equal force to any and all 4 copies, extracts, compilations, summaries, and oral recitation of Confidential 5 Material. 6 15. Within sixty days of final termination of this action, or sooner if so 7 ordered by this Court, counsel for the party receiving any Confidential Material must 8 transmit all Confidential Material (including all copies) to counsel for the 9 Designating Party or destroy such material, and in either case must submit a written 10 certification to the Designating Party by the sixty day deadline that (a) identifies (by 11 category, where appropriate) all the Confidential Material that was transmitted or 12 destroyed and (b) affirms that the party receiving the Confidential Material has not 13 retained any copies, abstracts, compilations, summaries or any other format 14 reproducing or capturing any of the Protected Material. 15 16. A party is not obligated to challenge the propriety of a confidentiality 16 designation at the time it is made. Failure to do so does not preclude a subsequent 17 challenge to the designation; however, any challenge to the designation or disclosure 18 of confidential information must occur within the discovery period established by the 19 Court. In the event of a dispute regarding the designation of confidential 20 information, the procedure for obtaining a decision from the Court is that set forth in 21 Local Rule 37. The party challenging the designation (the “Challenging Party”) shall 22 initiate the dispute resolution process under Local Rule 37-1, et seq. Any discovery 23 motion must strictly comply with the procedures set forth in Local Rules 37-1, 37-2, 24 and 37-3. The burden of persuasion in any such challenge proceeding shall be on the 25 Designating Party. Frivolous challenges, and those made for an improper purpose 26 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 27 expose the Challenging Party to sanctions. Unless the Designating Party has waived 28 or withdrawn the confidentiality designation, all parties shall continue to afford the

7 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 9 of 12 Page ID #:83

1 material in question the level of protection to which it is entitled under the 2 designation until the Court rules on the challenge. 3 17. Once a case proceeds to trial, all of the court-filed information that is to 4 be introduced and was previously designated as confidential and/or kept and 5 maintained pursuant to the terms of a protective order becomes public and will be 6 presumptively available to all members of the public, including the press, unless 7 compelling reasons supported by specific factual findings to proceed otherwise are 8 made to the district judge in advance of the trial. See, e.g., Hagestad v. Tragesser, 49 9 F.3d 1430, 1434 (9th Cir. 1995); San Jose Mercury News, Inc. v. U.S. District Court 10 - Northern District, 187 F.3d 1096, 1102 (9th Cir. 1999); Kamakana v. City and 11 County of Honolulu, 447 F.3d 1172, 1180-81 (9th Cir. 2006) (distinguishing “good 12 cause” showing for sealing documents produced in discovery and attached to non- 13 dispositive motions from “compelling reasons” standard when merits-related 14 documents are part of the judicial record). Accordingly, the terms of this protective 15 order do not extend beyond the commencement of trial. 16 18. If any Party has obtained Confidential Material under the terms of this 17 Stipulated Protective Order and receives a request to produce such Confidential 18 Material by subpoena or other compulsory process commanding the production of 19 such Confidential Material, the Party must promptly (within 2 business days) notify 20 the Designating Party via electronic mail and U.S. mail. The notice shall identify the 21 Confidential Material sought, the date set for the production of such subpoenaed 22 information, and unless prohibited by applicable law, a copy of the subpoena or other 23 compulsory process so that the Designating Party, at its sole expense, may take such 24 action as it deems fit to control dissemination of the Confidential Material. If an 25 application for a protective order is made promptly and before the return date, the 26 part shall not produce such Confidential Material prior to receiving the court order or 27 the consent of the Designating Party. In the event that Confidential Material is 28

8 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 10 of 12 Page ID #:84

1 produced to a non-party to this Order, that material shall still be treated as 2 Confidential Material by the parties to this Order. 3 19. Nothing in this Stipulated Protective Order shall prevent a party from 4 seeking modification of this Order. 5 20. The terms of this Stipulated Protective Order shall survive and remain 6 in effect after termination of this action. 7 IT IS SO STIPULATED. 8 9 DATED: February 3, 2022 GIANELLI & MORRIS

10 By: /s/ Joshua S. Davis 11 ROBERT S. GIANELLI

JOSHUA S. DAVIS

12

ADRIAN J. BARRIO

13 Attorneys for Plaintiff,

CHERI POE

14

15 DATED: February 3, 2022 FAEGRE DRINKER BIDDLE & REATH

LLP

16

17 By: /s/ ZOE K. WILHELM

ZOE K. WILHELM

18 Attorneys for Defendant, 19 THE NORTHWESTERN MUTUAL LIFE

INSURANCE COMPANY

20

21 Attestation 22

23 I, Joshua S. Davis, attest that all other signatories listed, and on whose behalf 24 this document is submitted, concur in the filing’s content and have authorized the 25 filing. 26

27 /s/ Joshua S. Davis 28 JOSHUA S. DAVIS

9 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 11 of 12 Page ID #:85 1 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 2 3 DATED: 2/4/22 ______/_S_/_ C_H__A_R__L_E_S_ _F_. _E_I_C_K___________ 4 Honorable Charles F. Eick 5 United States Magistrate Judge 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10 Case 8:21-cv-02065-PA-E Document 15 Filed 02/04/22 Page 12 of 12 Page ID #:86

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, _____________________________ [full name], of _________________ 5 [full address], declare under penalty of perjury that I have read in its entirety and understand the Stipulated Protective Order that was issued by the United States 6 District Court for the Central District of California on [date] in the case of Poe v. 7 Northwestern Mutual Life Insurance Company, U.S. District Court Case No. 8:21-cv- 8 2065-PA-Ex. I agree to comply with and to be bound by all the terms of this 9 Stipulated Protective Order and I understand and acknowledge that failure to so 10 comply could expose me to sanctions and punishment in the nature of contempt. I 11 solemnly promise that I will not disclose in any manner any information or item that 12 is subject to this Stipulated Protective Order to any person or entity except in strict 13 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 __________________________ [full 18 name] of _______________________________________ [full address and 19 telephone number] as my California agent for service of process in connection with 20 this action or any proceedings related to enforcement of this Stipulated Protective 21 Order. 22 Date: ______________________________________ 23 City and State where signed: _________________________________ Printed name: _______________________________ 24

25 Signature: __________________________________ 26

27 28

1