Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 1 of 16 Page ID #:1262

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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

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10 Case No. 2:20-cv-08008-FLA 11 MDR HOTELS, LLC, (JPRx) 12 Plaintiff, The Honorable Fernando L. Aenlle- 13 v. Rocha

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STIPULATED PROTECTIVE

MARATHON OIL COMPANY; THE

15 ORDER DOW CHEMICAL COMPANY; and 16 DOES 1 through 10, inclusive, Action Filed: July 31, 2020 Trial Date: January 17, 2023 17 Defendants. 18

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1 1. INTRODUCTION1 2 1.1 PURPOSES AND LIMITATIONS 3 Discovery in this action may involve production of confidential, proprietary, 4 or private information for which special protection from public disclosure and from 5 use for any purpose other than prosecuting this litigation may be warranted. 6 Accordingly, the Parties hereby stipulate to and petition the Court to enter the 7 following Stipulated Protective Order. The Parties acknowledge that this Order 8 does not confer blanket protections on all disclosures or responses to discovery and 9 that the protection it affords from public disclosure and use extends only to the 10 limited information or items that are entitled to confidential treatment under the 11 applicable legal principles. The Parties further acknowledge, as set forth in Section 12 12.3 below, that this Order does not entitle them to file Confidential Information 13 under seal; Civil Local Rule 79-5 sets forth the procedures that must be followed 14 and the standards that will be applied when a Party seeks permission from the Court 15 to file material under seal. 16 1.2 GOOD CAUSE STATEMENT 17 In this action for nuisance and trespass, Plaintiff MDR Hotels, LLC alleges 18 that Defendants Marathon Oil Company and The Dow Chemical Company engaged 19 in acts or omissions in the construction, operation, and abandonment of an oil well 20 which proximately caused or contributed to the contamination of soils, the 21 uncontrolled release of natural gases, and the conditions that caused the well to 22 blow-out in December 2018 and January 2019. Defendants Marathon Oil Company 23 and The Dow Chemical Company deny the allegations of Plaintiff MDR Hotels, and 24 allege the actions of MDR Hotels, its contractors, and other third parties caused or 25 contributed to the blowout, any resulting contamination, and any damages suffered 26 by MDR Hotels. This action is likely to involve proprietary documents that contain 27

28 1 This Stipulated Protective Order is based substantially on the model protective order provided under Magistrate Judge Jean P. Rosenbluth’s Procedures. 2 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 3 of 16 Page ID #:1264

1 confidential information concerning Plaintiff, Defendant, and/or Nonparties. Such 2 confidential and proprietary materials are otherwise generally unavailable to the 3 public or may be privileged or otherwise protected from disclosure under state or 4 federal statutes, 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 or Nonparties are entitled to keep confidential, to 8 ensure that the Parties are permitted reasonable necessary uses of such material in 9 preparation for and in the conduct of trial, to address their handling at the end of the 10 litigation, and serve the ends of justice, a protective order for such information is 11 justified in this matter. It is the intent of the Parties that information will not be 12 designated as confidential for tactical reasons and that nothing be so designated 13 without a good faith belief that it has been maintained in a confidential, non-public 14 manner, and there is good cause why it should not be part of the public record of this 15 case. For these reasons, good cause exists for the Court to enter this pretrial 16 protective order. Cf. Oliner v. Kontrabecki, 745 F.3d 1024, 1026 (9th Cir. 2014) 17 2. DEFINITIONS 18 2.1 Action: This pending federal lawsuit. 19 2.2 Challenging Party: a Party or Nonparty that challenges the designation 20 of information or items under this Order. 21 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 22 how it is generated, stored, or maintained) or tangible things that qualify for 23 protection under Federal Rule of Civil Procedure 26(c) and as specified above in the 24 Good Cause Statement. 25 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 26 their support staff). 27 28 3 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 4 of 16 Page ID #:1265

1 2.5 Designating Party: a Party or Nonparty that designates information or 2 items that it produces in disclosures or in responses to discovery as 3 “CONFIDENTIAL.” 4 2.6 Disclosure or Discovery Material: all items or information, regardless 5 of the medium or manner in which it is generated, stored, or maintained (including, 6 among other things, testimony, transcripts, and tangible things), that are produced or 7 generated in disclosures or responses to discovery in this matter. 8 2.7 Expert: a person with specialized knowledge or experience in a matter 9 pertinent to the litigation who has been retained by a Party or its counsel to serve as 10 an expert witness or as a consultant in this action. 11 2.8 House Counsel: attorneys who are employees of a Party to this Action. 12 House Counsel does not include Outside Counsel of Record or any other outside 13 counsel. 14 2.9 Nonparty: any natural person, partnership, corporation, association, or 15 other legal entity not named as a Party to this action. 16 2.10 Outside Counsel of Record: attorneys who are not employees of a 17 Party to this Action but are retained to represent or advise a Party and have appeared 18 in this Action on behalf of that Party or are affiliated with a law firm that has 19 appeared on behalf of that Party, including support staff. 20 2.11 Party: any Party to this Action, including all of its officers, directors, 21 employees, consultants, retained experts, and Outside Counsel of Record (and their 22 support staffs). 23 2.12 Producing Party: a Party or Nonparty that produces Disclosure or 24 Discovery Material in this Action. 25 2.13 Professional Vendors: persons or entities that provide litigation 26 support services (for example, photocopying, videotaping, translating, preparing 27 exhibits or demonstrations, and organizing, storing, or retrieving data in any form or 28 medium) and their employees and subcontractors. 4 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 5 of 16 Page ID #:1266

1 2.14 Protected Material: any Disclosure or Discovery Material that is 2 designated as “CONFIDENTIAL.” 3 2.15 Receiving Party: a Party that receives Disclosure or Discovery 4 Material from a Producing Party. 5 3. SCOPE 6 The protections conferred by this Stipulation and Order cover not only 7 Protected Material (as defined above) but also any information copied or extracted 8 from Protected Material; all copies, excerpts, summaries, or compilations of 9 Protected Material; and any testimony, conversations, or presentations by Parties or 10 their Counsel that might reveal Protected Material. 11 Any use of Protected Material at trial will be governed by the orders of the 12 trial judge. This Order does not govern the use of Protected Material at trial. 13 4. DURATION 14 Once a case proceeds to trial, all the information that was designated as 15 confidential or maintained under this Order becomes public and will be 16 presumptively available to all members of the public, including the press, unless the 17 trial judge finds compelling reasons to proceed otherwise. See Kamakana v. City & 18 Cnty. of Honolulu, 447 F.3d 1172, 1180-81 (9th Cir. 2006) (distinguishing “good 19 cause” showing for sealing documents produced in discovery from “compelling 20 reasons” needed for merits-related documents). Accordingly, the terms of this 21 Order do not extend beyond the beginning of trial. 22 5. DESIGNATING PROTECTED MATERIAL 23 5.1 Each Party or Nonparty that designates information or items for 24 protection under this Order must take care to limit any such designation to specific 25 material that qualifies under the appropriate standards. The Designating Party must 26 designate for protection only those parts of material, documents, items, or oral or 27 written communications that qualify so that other portions of the material, 28 5 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 6 of 16 Page ID #:1267

1 documents, items, or communications for which protection is not warranted are not 2 swept unjustifiably 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 (for example, to unnecessarily encumber the case-development process or 6 to impose unnecessary expenses and burdens on other parties) may expose the 7 Designating Party to sanctions. 8 If it comes to a Designating Party’s attention that information or items it 9 designated for protection do not qualify for that level of protection, that Designating 10 Party must promptly notify all other Parties that it is withdrawing the inapplicable 11 designation. 12 5.2 Except as otherwise provided in this Order, Disclosure or Discovery 13 Material that qualifies for protection under this Order must be clearly so designated 14 before the material is disclosed or produced. 15 Designation in conformity with this Order requires the following: 16 (a) for information in documentary form (for example, paper or electronic 17 documents but excluding transcripts of depositions or other pretrial or trial 18 proceedings), the Producing Party must affix at a minimum the legend 19 “CONFIDENTIAL” to each page that contains Protected Material. If only a portion 20 or portions of the material on a page qualify for protection, the Producing Party 21 must clearly identify the protected portion(s) (for example, by making appropriate 22 markings in the margins). 23 A Party or Nonparty that makes original documents available for 24 inspection need not designate them for protection until after the inspecting Party has 25 indicated which documents it would like copied and produced. During the 26 inspection and before the designation, all material made available for inspection 27 must be treated as “CONFIDENTIAL.” After the inspecting Party has identified the 28 documents it wants copied and produced, the Producing Party must determine which 6 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 7 of 16 Page ID #:1268

1 documents, or portions thereof, qualify for protection under this Order. Then, 2 before producing the specified documents, the Producing Party must affix the 3 “CONFIDENTIAL” legend to each page that contains Protected Material. If only a 4 portion or portions of the material on a page qualify for protection, the Producing 5 Party also must clearly identify the protected portion(s) (for example, by making 6 appropriate markings in the margins). 7 (b) for testimony given in depositions, the Designating Party must identify 8 the Disclosure or Discovery Material that is protected on the record, before the close 9 of the deposition. 10 (c) for information produced in some form other than documentary and for 11 any other tangible items, the Producing Party must affix in a prominent place on the 12 exterior of the container or containers in which the information is stored the legend 13 “CONFIDENTIAL.” If only a portion or portions of the information warrant 14 protection, the Producing Party, to the extent practicable, must identify the protected 15 portion(s). 16 5.3 If timely corrected, an inadvertent failure to designate qualified 17 information or items does not, standing alone, waive the Designating Party’s right to 18 secure protection under this Order for that material. On timely correction of a 19 designation, the Receiving Party must make reasonable efforts to assure that the 20 material is treated in accordance with the provisions of this Order. 21 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 22 6.1 Any Party or Nonparty may challenge a designation of confidentiality 23 at any time consistent with the Court’s scheduling order. 24 6.2 The Challenging Party must initiate the dispute-resolution process (and, 25 if necessary, file a discovery motion) under Local Rule 37. 26 6.3 The burden of persuasion in any such proceeding is on the Designating 27 Party. Frivolous challenges, and those made for an improper purpose (for example, 28 to harass or impose unnecessary expenses and burdens on other parties), may expose 7 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 8 of 16 Page ID #:1269

1 the Challenging Party to sanctions. Unless the Designating Party has waived or 2 withdrawn the confidentiality designation, all parties must continue to afford the 3 material in question the level of protection to which it is entitled under the 4 Producing Party’s designation until the Court rules on the challenge. 5 7. ACCESS TO AND USE OF PROTECTED MATERIAL 6 7.1 A Receiving Party may use Protected Material that is disclosed or 7 produced by another Party or by a Nonparty in connection with this Action only for 8 prosecuting, defending, or attempting to settle this Action. Such Protected Material 9 may be disclosed only to the categories of people and under the conditions described 10 in this Order. When the Action has been terminated, a Receiving Party must comply 11 with the provisions of Section 13 below (FINAL DISPOSITION). 12 Protected Material must be stored and maintained by a Receiving Party at a 13 location and in a manner sufficiently secure to ensure that access is limited to the 14 people authorized under this Order. 15 7.2 Unless otherwise ordered by the Court or permitted in writing by the 16 Designating Party, a Receiving Party may disclose any information or item 17 designated “CONFIDENTIAL” only to the following people: 18 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 19 well as employees of that Outside Counsel of Record to whom it is reasonably 20 necessary to disclose the information for this Action; 21 (b) the officers, directors, and employees (including House Counsel) of 22 the Receiving Party to whom disclosure is 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 8 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 9 of 16 Page ID #:1270

1 (f) professional jury or trial consultants, mock jurors, and Professional 2 Vendors to whom disclosure is reasonably necessary for this Action and who have 3 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 4 (g) the author or recipient of a document containing the information or a 5 custodian or other person who otherwise possessed or knew the information; 6 (h) during their depositions, witnesses and attorneys for witnesses to 7 whom disclosure is reasonably necessary, provided that the deposing party requests 8 that the witness sign the form attached as Exhibit A hereto and the witnesses will 9 not be permitted to keep any confidential information unless they sign the form, 10 unless otherwise agreed by the Designating Party or ordered by the Court. Pages of 11 transcribed deposition testimony or exhibits to depositions that reveal Protected 12 Material may be separately bound by the court reporter and may not be disclosed to 13 anyone except as permitted under this Order; and 14 (i) any mediator or settlement officer, and their supporting personnel, 15 mutually agreed on by any of the Parties engaged in settlement discussions or 16 appointed by the Court. 17 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 18 IN OTHER LITIGATION 19 If a Party is served with a subpoena or a court order issued in other litigation 20 that compels disclosure of any information or items designated in this Action as 21 “CONFIDENTIAL,” that Party must 22 (a) promptly notify in writing the Designating Party. Such notification 23 must include a copy of the subpoena or court order unless prohibited by law; 24 (b) promptly notify in writing the party who caused the subpoena or order 25 to issue in the other litigation that some or all of the material covered by the 26 subpoena or order is subject to this Protective Order. Such notification must include 27 a copy of this Order; and 28 9 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 10 of 16 Page ID #:1271

1 (c) cooperate with respect to all reasonable procedures sought to be 2 pursued by the Designating Party whose Protected Material may be affected. 3 If the Designating Party timely seeks a protective order, the Party served with 4 the subpoena or court order should not produce any information designated in this 5 action as “CONFIDENTIAL” before a determination on the protective-order request 6 by the relevant court unless the Party has obtained the Designating Party’s 7 permission. The Designating Party bears the burden and expense of seeking 8 protection of its Confidential Material, and nothing in these provisions should be 9 construed as authorizing or encouraging a Receiving Party in this Action to disobey 10 a lawful directive from another court. 11 9. A NONPARTY’S PROTECTED MATERIAL SOUGHT TO BE 12 PRODUCED IN THIS LITIGATION 13 (a) The terms of this Order are applicable to information produced by a 14 Nonparty in this Action and designated as “CONFIDENTIAL.” Such information is 15 protected by the remedies and relief provided by this Order. Nothing in these 16 provisions should be construed as prohibiting a Nonparty from seeking additional 17 protections. 18 (b) In the event that a Party is required by a valid discovery request to 19 produce a Nonparty’s Confidential Information in its possession and the Party is 20 subject to an agreement with the Nonparty not to produce the Nonparty’s 21 Confidential Information, then the Party must 22 (1) promptly notify in writing the Requesting Party and the Nonparty 23 that some or all of the information requested is subject to a confidentiality 24 agreement with a Nonparty; 25 (2) promptly provide the Nonparty with a copy of this Order, the 26 relevant discovery request(s), and a reasonably specific description of the 27 information requested; and 28 10 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 11 of 16 Page ID #:1272

1 (3) make the information requested available for inspection by the 2 Nonparty, if requested. 3 (c) If the Nonparty fails to seek a protective order within 21 days of 4 receiving the notice and accompanying information, the Receiving Party may 5 produce the Nonparty’s Confidential Information responsive to the discovery 6 request. If the Nonparty timely seeks a protective order, the Receiving Party must 7 not produce any information in its possession or control that is subject to the 8 confidentiality agreement with the Nonparty before a ruling on the protective-order 9 request. Absent a court order to the contrary, the Nonparty must bear the burden 10 and expense of seeking protection of its Protected Material. 11 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 12 If a Receiving Party learns that by inadvertence or otherwise, it has disclosed 13 Protected Material to any person or in any circumstance not authorized under this 14 Order, the Receiving Party must immediately notify the Designating Party in writing 15 of the unauthorized disclosures, use its best efforts to retrieve all unauthorized 16 copies of the Protected Material, inform the person or people to whom unauthorized 17 disclosures were made of the terms of this Order, and ask that person or people to 18 execute the “Acknowledgment and Agreement to Be Bound” that is attached hereto 19 as Exhibit A. 20 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 21 PROTECTED MATERIAL 22 When a Producing Party gives notice to Receiving Parties that certain 23 inadvertently produced material is subject to a claim of privilege or other protection, 24 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 25 Procedure 26(b)(5)(B). 26 12. MISCELLANEOUS 27 12.1 Nothing in this Order abridges the right of any person to seek its 28 modification by the Court. 11 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 12 of 16 Page ID #:1273

1 12.2 By stipulating to the entry of this Order, no Party waives any right it 2 otherwise would have to object to disclosing or producing any information or item 3 on any ground not addressed in this Order. Similarly, no Party waives any right to 4 object on any ground to use in evidence of any of the material covered by this 5 Order. 6 12.3 A Party that seeks to file under seal any Protected Material must 7 comply with Civil Local Rule 79-5. Protected Material may be filed under seal only 8 pursuant to a court order authorizing the sealing of the specific Protected Material at 9 issue. If a Party's request to file Protected Material under seal is denied, then the 10 Receiving Party may file the information in the public record unless otherwise 11 instructed by the Court. 12 13. FINAL DISPOSITION 13 After the final disposition of this Action, as defined in paragraph 4, within 60 14 days of a written request by the Designating Party, each Receiving Party must return 15 all Protected Material to the Producing Party or destroy such material. As used in 16 this subdivision, “all Protected Material” includes all copies and any other format 17 reproducing or capturing any of the Protected Material. Whether the Protected 18 Material is returned or destroyed, the Receiving Party must submit a written 19 certification to the Producing Party (and, if not the same person or entity, to the 20 Designating Party) by the 60-day deadline that identifies (by category, when 21 appropriate) all the Protected Material that was returned or destroyed and affirms 22 that the Receiving Party has not retained any copies, abstracts, compilations, 23 summaries, or any other format reproducing or capturing any of the Protected 24 Material. Notwithstanding this provision, Counsel are entitled to retain an archival 25 copy of all pleadings; motion papers; trial, deposition, and hearing transcripts; legal 26 memoranda; correspondence; deposition and trial exhibits; expert reports; attorney 27 work product; and consultant and expert work product even if such materials contain 28 12 Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 13 of 16 Page ID #:1274

1 Protected Material. Any such archival copies that contain or constitute Protected 2 Material remain subject to this Order as set forth in Section 4 (DURATION). 3 14. SANCTIONS 4 Any willful violation of this Order may be punished by civil or criminal 5 contempt, financial or evidentiary sanctions, reference to disciplinary authorities, or 6 other appropriate action at the discretion of the Court. 7 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

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LATHAM & WATKINS LLP

9 DATED: April 11, 2022

10 By: /s/ Shannon D. Lankenau 11 MARY ROSE ALEXANDER

SHANNON D. LANKENAU

12 MICHAEL A. HALE Attorneys for Defendant Marathon Oil Company 13 14 KING & SPALDING LLP DATED: April 11, 2022 15 By: /s/ Michael R. Leslie 16 PETER HSIAO

MICHAEL R. LESLIE

17 SAMUEL C. CORTINA Attorneys for Defendant The Dow Chemical 18 Company 19

PHILLIPS LYTLE LLP

20 DATED: April 11, 2022

21 By: /s/ Myles K. Bartley JOEL A. BLANCHET (Pro Hac Vice) 22 CHRISTOPHER BARRAZA (Pro Hac Vice) MYLES K. BARTLEY (Pro Hac Vice) 23 Attorneys for Defendant The Dow Chemical Company 24

25 26 27 28 13 Case □□□□□□□□□□□□□□□□□□□□□ Document 76 Filed 04/13/22 Page 14o0f16 Page ID#:1275

| || DATED: April 11, 2022 COX, CASTLE & NICHOLSON LLP

2 By: /s/Perry S. Hughes 3 PERRY S. HUGHES

KEVIN M. HANNIFAN

4 Attorneys for Plaintiff MDR Hotels, LLC 6 || DATED: April 13, 2022 | fe Bete

g || JEAN P. ROSENBLUTH 10 U.S. MAGISTRATE JUDGE

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Case 2:20-cv-08008-FLA-JPR Document 76 Filed 04/13/22 Page 15 of 16 Page ID #:1276

ATTESTATION

1 Pursuant to Local Rule 5-4.3.4(a)(2)(I), I, Shannon D. Lankenau, attest under 2 penalty of perjury that I have obtained concurrence and authorization from the other 3 signatories to affix their electronic signatures to this filing. 4

5 Dated: April 11, 2022 LATHAM & WATKINS LLP 6 By /s/ Shannon D. Lankenau 7 Shannon D. Lankenau

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EXHIBIT A

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ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

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3 I, _____________________________ [full name], of _________________ 4 [full address], declare under penalty of perjury that I have read in its entirety and 5 understand the Stipulated Protective Order that was issued by the U.S. District Court 6 for the Central District of California on [date] in the case of ___________ [insert 7 case name and number]. I agree to comply with and to be bound by all terms of 8 this Stipulated Protective Order, and I understand and acknowledge that failure to so 9 comply could expose me to sanctions and punishment, including contempt. I 10 solemnly promise that I will not disclose in any manner any information or item that 11 is subject to this Stipulated Protective Order to any person or entity except in strict 12 compliance with the provisions of this Order. 13 I further agree to submit to the jurisdiction of the U.S. District Court for the 14 Central District of California for the purpose of enforcing the terms of this 15 Stipulated Protective Order, even if such enforcement proceedings occur after 16 termination of this action. I hereby appoint __________________________ [full 17 name] of _______________________________________ [full address and 18 telephone number] as my California agent for service of process in connection with 19 this action or any proceedings related to enforcement of this Stipulated Protective 20 Order. 21 Date: ______________________________________ 22 City and State where signed: _________________________________ 23

24 Printed name: _______________________________ 25

26 Signature: __________________________________ 27 28 16