1 HANSON BRIDGETT LLP

RAFFI V. ZEROUNIAN, SBN 236388

2 rzerounian@hansonbridgett.com 777 S. Figueroa Street, Suite 4200 3 Los Angeles, California 90017 Telephone: (213) 395-7620 4 Facsimile: (213) 395-7615

5 HANSON BRIDGETT LLP

GARNER K. WENG, SBN 191462

6 gweng@hansonbridgett.com

ROSANNA W. GAN, SBN 325145

7 rgan@hansonbridgett.com 425 Market Street, 26th Floor 8 San Francisco, California 94105 Telephone: (415) 777-3200 9 Facsimile: (415) 541-9366

10 Attorneys for Defendants

THE FRAGRANCE OUTLET, INC.,

11 PERF OPCO, LLC and OBSESSION

HOLDINGS, INC.

12 [Additional Counsel Listed on Next Page] 13

14

UNITED STATES DISTRICT COURT

15

CENTRAL DISTRICT OF CALIFORNIA

16 ABERCROMBIE & FITCH Case No. 2:23-cv-2051-SVW-PD 17 TRADING, CO., an Ohio Corporation,

STIPULATED PROTECTIVE

18 Plaintiff, ORDER1

19 v.

20 THE FRAGRANCE OUTLET, INC., a [DISCOVERY MATTER: Referred To Florida Corporation; PERF OPCO, Magistrate Judge Patricia Donahue] 21 LLC, a Delaware Limited Liability Company; and OBSESSION 22 HOLDINGS, INC., a Delaware Corporation; and DOES 1-10, inclusive, 23 Defendant. 24

25

26 1 This Stipulated Protective Order is substantially based on the model protective 27 order provided under Magistrate Judge Patricia Donahue’s Procedures. 1 HONIGMAN LLP DEBORAH J. SWEDLOW (Admitted pro hac vice) 2 bswedlow@honigman.com 315 East Eisenhower Parkway, Suite 100 3 Ann Arbor, MI 48103 Telephone: (734) 418-4200 4 Facsimile: (734) 418-4201

5 Mary A. Hyde (Admitted pro hac vice) mhyde@honigman.com 6 Jenna E. Saunders (Admitted pro hac vice) jsaunders@honigman.com 7 155 N. Wacker Drive Suite 3100 Chicago, IL 60606-1734 8 Telephone: (312) 701-9360 Facsimile: (312) 701-9335 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 A. PURPOSES AND LIMITATIONS 2 Disclosure and discovery activity in this action are likely to involve 3 production of confidential, proprietary, or private information for which special 4 protection from public disclosure and from use for any purpose other than 5 prosecuting this litigation may be warranted. Accordingly, the parties hereby 6 stipulate to and petition the court to enter the following Stipulated Protective 7 Order. The parties acknowledge that this Order does not confer blanket protections 8 on all disclosures or responses to discovery and that the protection it affords from 9 public disclosure and use extends only to the limited information or items that are 10 entitled to confidential treatment under the applicable legal principles. The parties 11 further acknowledge, as set forth in Section 11.3, below, that this Stipulated 12 Protective Order does not entitle them to file confidential information under seal; 13 Civil Local Rule 79-5 sets forth the procedures that must be followed and the 14 standards that will be applied when a party seeks permission from the court to file 15 material under seal. 16 B. GOOD CAUSE STATEMENT 17 In its Complaint, Plaintiff asserts causes of action against Defendant for 1) 18 trademark infringement and false designation of origin and false advertising under 19 the Lanham Act; 2) unfair competition; and 3) related claims under state statutory 20 and common law. Defendant denies all of Plaintiff’s claims and all liability in this 21 action. Accordingly, this action is likely to involve trade secrets, customer and 22 pricing lists and other valuable research, development, commercial, financial, 23 technical and/or proprietary information for which special protection from public 24 disclosure and from use for any purpose other than prosecution of this action is 25 warranted. Such confidential and proprietary materials and information consist of, 26 among other things, confidential business or financial information, information 27 regarding confidential business practices, or other confidential research, 1 development, or commercial information (including information implicating 2 privacy rights of third parties), information otherwise generally unavailable to the 3 public, or which may be privileged or otherwise protected from disclosure under 4 state or federal statutes, court rules, case decisions, or common law. Accordingly, 5 to expedite the flow of information, to facilitate the prompt resolution of disputes 6 over confidentiality of discovery materials, to adequately protect information the 7 parties are entitled to keep confidential, to ensure that the parties are permitted 8 reasonable necessary uses of such material in preparation for and in the conduct of 9 trial, to address their handling at the end of the litigation, and serve the ends of 10 justice, a protective order for such information is justified in this matter. It is the 11 intent of the parties that information will not be designated as CONFIDENTIAL 12 for tactical reasons and that nothing be so designated without a good faith belief 13 that it has been maintained in a confidential, non-public manner, and there is good 14 cause why it should not be part of the public record of this case. 15 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER 16 SEAL 17 The parties further acknowledge, as set forth in Section 11.3, below, that this 18 Stipulated Protective Order does not entitle them to file confidential information 19 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 20 and the standards that will be applied when a party seeks permission from the court 21 to file material under seal. 22 There is a strong presumption that the public has a right of access to judicial 23 proceedings and records in civil cases. In connection with non-dispositive motions, 24 good cause must be shown to support a filing under seal. See Kamakana v. City and 25 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 26 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, 27 Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders 1 require good cause showing), and a specific showing of good cause or compelling 2 reasons with proper evidentiary support and legal justification, must be made with 3 respect to Protected Material that a party seeks to file under seal. The parties’ mere 4 designation of Disclosure or Discovery Material as CONFIDENTIAL does not— 5 without the submission of competent evidence by declaration, establishing that the 6 material sought to be filed under seal qualifies as confidential, privileged, or 7 otherwise protectable—constitute good cause. 8 Further, if a party requests sealing related to a dispositive motion or trial, 9 then compelling reasons, not only good cause, for the sealing must be shown, and 10 the relief sought shall be narrowly tailored to serve the specific interest to be 11 protected. See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677-79 (9th Cir. 12 2010). For each item or type of information, document, or thing sought to be filed 13 or introduced under seal in connection with a dispositive motion or trial, the party 14 seeking protection must articulate compelling reasons, supported by specific facts 15 and legal justification, for the requested sealing order. Again, competent evidence 16 supporting the application to file documents under seal must be provided by 17 declaration. 18 Any document that is not confidential, privileged, or otherwise protectable 19 in its entirety will not be filed under seal if the confidential portions can be 20 redacted. If documents can be redacted, then a redacted version for public viewing, 21 omitting only the confidential, privileged, or otherwise protectable portions of the 22 document, shall be filed. Any application that seeks to file documents under seal in 23 their entirety should include an explanation of why redaction is not feasible. 24 1. DEFINITIONS 25 1.1 Action: this pending lawsuit Abercrombie and Fitch Trading, Co. v. 26 The Fragrance Outlet; et al.; C.D. Cal. 2:23-cv-2051-SVW-PD. 27 1.2 Challenging Party: a Party or Non-Party that challenges the 1 designation of information or items under this Order. 2 1.3 “CONFIDENTIAL” Information or Items: information (regardless of 3 how it is generated, stored or maintained) or tangible things that qualify for 4 protection under Federal Rule of Civil Procedure 26(c). 5 1.4 Counsel (without qualifier): Outside Counsel of Record and House 6 Counsel (as well as their support staff). 7 1.5 Designated House Counsel: House Counsel who seek access to 8 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” information in this 9 matter. 10 1.6 Designating Party: a Party or Non-Party that designates information or 11 items that it produces in disclosures or in responses to discovery as 12 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 13 ONLY.” 14 1.7 Disclosure or Discovery Material: all items or information, regardless 15 of the medium or manner in which it is generated, stored, or maintained (including, 16 among other things, testimony, transcripts, and tangible things), that are produced 17 or generated in disclosures or responses to discovery in this matter. 18 1.8 Expert: a person with specialized knowledge or experience in a matter 19 pertinent to the litigation who (1) has been retained by a Party or its counsel to 20 serve as an expert witness or as a consultant in this action, (2) is not a past or 21 current employee of a Party or of a Party’s competitor, and (3) at the time of 22 retention, is not anticipated to become an employee of a Party or of a Party’s 23 competitor. 24 1.9 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 25 Information or Items: extremely sensitive “Confidential Information or Items,” 26 disclosure of which to another Party or Non-Party would create a substantial risk of 27 serious harm that could not be avoided by less restrictive means. 1 1.10 House Counsel: attorneys who are employees of a party to this Action. 2 House Counsel does not include Outside Counsel of Record or any other outside 3 counsel. 4 1.11 Non-Party: any natural person, partnership, corporation, association, 5 or other legal entity not named as a Party to this Action. 6 1.12 Outside Counsel of Record: attorneys who are not employees of a 7 party to this Action but are retained to represent or advise a party to this action and 8 have appeared in this Action on behalf of that party or are affiliated with a law firm 9 which has appeared on behalf of that party, and includes support staff. 10 1.13 Party: any party to this Action, including all of its officers, directors, 11 employees, consultants, retained experts, and Outside Counsel of Record (and their 12 support staffs). 13 1.14 Producing Party: a Party or Non-Party that produces Disclosure or 14 Discovery Material in this Action. 15 1.15 Professional Vendors: persons or entities that provide litigation 16 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 17 demonstrations, and organizing, storing, or retrieving data in any form or medium) 18 and their employees and subcontractors. 19 1.16 Protected Material: any Disclosure or Discovery Material that is 20 designated as “CONFIDENTIAL,” or as “HIGHLY CONFIDENTIAL – 21 ATTORNEYS’ EYES ONLY.” 22 1.17 Receiving Party: a Party that receives Disclosure or Discovery 23 Material from a Producing Party. 24 2. SCOPE 25 The protections conferred by this Stipulation and Order cover not only 26 Protected Material (as defined above), but also (1) any information copied or 27 extracted from Protected Material; (2) all copies, excerpts, summaries, or 1 compilations of Protected Material; and (3) any testimony, conversations, or 2 presentations by Parties or their Counsel that might reveal Protected Material. 3 However, the protections conferred by this Stipulation and Order do not cover the 4 following information: (a) any information that is in the public domain at the time 5 of disclosure to a Receiving Party or becomes part of the public domain after its 6 disclosure to a Receiving Party as a result of publication not involving a violation 7 of this Order, including becoming part of the public record through trial or 8 otherwise; and (b) any information known to the Receiving Party prior to the 9 disclosure or obtained by the Receiving Party after the disclosure from a source 10 who obtained the information lawfully and under no obligation of confidentiality to 11 the Designating Party. Any use of Protected Material at trial shall be governed by a 12 separate agreement or order. 13 3. DURATION 14 Even after final disposition of this litigation, the confidentiality obligations 15 imposed by this Order shall remain in effect until a Designating Party agrees 16 otherwise in writing or a court order otherwise directs. Final disposition shall be 17 deemed to be the later of (1) dismissal of all claims and defenses in this Action, 18 with or without prejudice; and (2) final judgment herein after the completion and 19 exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action, 20 including the time limits for filing any motions or applications for extension of 21 time pursuant to applicable law. 22 4. DESIGNATING PROTECTED MATERIAL 23 4.1 Exercise of Restraint and Care in Designating Material for Protection. 24 Each Party or Non-Party that designates information or items for protection under 25 this Order must take care to limit any such designation to specific material that 26 qualifies under the appropriate standards. To the extent it is practical to do so, the 27 Designating Party must designate for protection only those parts of material, 1 documents, items, or oral or written communications that qualify – so that other 2 portions of the material, documents, items, or communications for which 3 protection is not warranted are not swept unjustifiably within the ambit of this 4 Order. 5 Mass, indiscriminate, or routinized designations are prohibited. Designations 6 that are shown to be clearly unjustified or that have been made for an improper 7 purpose (e.g., to unnecessarily encumber the case development process or to 8 impose unnecessary expenses and burdens on other parties) expose the Designating 9 Party to sanctions. 10 If it comes to a Designating Party’s attention that information or items that it 11 designated for protection do not qualify for protection at all or do not qualify for 12 the level of protection initially asserted, that Designating Party must promptly 13 notify all other parties that it is withdrawing the mistaken designation. 14 4.2 Manner and Timing of Designations. Except as otherwise provided in 15 this Order (see, e.g., second paragraph of section 4.2(a) below), or as otherwise 16 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 17 under this Order must be clearly so designated before the material is disclosed or 18 produced. 19 Designation in conformity with this Order requires: 20 (a) for information in documentary form (e.g., paper or electronic 21 documents, but excluding transcripts of depositions or other pretrial or trial 22 proceedings), that the Producing Party affix the legend “CONFIDENTIAL” or 23 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” to each page that 24 contains protected material. If only a portion or portions of the material on a page 25 qualifies for protection, the Producing Party also must clearly identify the 26 protected portion(s) (e.g., by making appropriate markings in the margins) and 27 must specify, for each portion, the level of protection being asserted. 1 A Party or Non-Party that makes original documents or materials available 2 for inspection need not designate them for protection until after the inspecting 3 Party has indicated which material it would like copied and produced. During the 4 inspection and before the designation, all of the material made available for 5 inspection shall be deemed “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 6 ONLY.” After the inspecting Party has identified the documents it wants copied 7 and produced, the Producing Party must determine which documents, or portions 8 thereof, qualify for protection under this Order. Then, before producing the 9 specified documents, the Producing Party must affix the appropriate legend 10 (“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 11 ONLY”) to each page that contains Protected Material. If only a portion or 12 portions of the material on a page qualifies for protection, the Producing Party also 13 must clearly identify the protected portion(s) (e.g., by making appropriate 14 markings in the margins) and must specify, for each portion, the level of protection 15 being asserted. 16 (b) for testimony given in deposition or in other pretrial or trial 17 proceedings, that the Designating Party identify on the record, before the close of 18 the deposition, hearing, or other proceeding, all protected testimony and specify 19 the level of protection being asserted. When it is impractical to identify separately 20 each portion of testimony that is entitled to protection and it appears that 21 substantial portions of the testimony may qualify for protection, the Designating 22 Party may invoke on the record (before the deposition, hearing, or other 23 proceeding is concluded) a right to have up to 21 days to identify the specific 24 portions of the testimony as to which protection is sought and to specify the level 25 of protection being asserted. Only those portions of the testimony that are 26 appropriately designated for protection within the 21 days shall be covered by the 27 provisions of this Stipulated Protective Order. Alternatively, a Designating Party 1 may specify, at the deposition or up to 21 days afterwards if that period is properly 2 invoked, that the entire transcript shall be treated as “CONFIDENTIAL” or 3 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” 4 Parties shall give the other parties notice if they reasonably expect a 5 deposition, hearing or other proceeding to include Protected Material so that the 6 other parties can ensure that only Parties bound to this Order and authorized 7 individuals who have signed the “Acknowledgment and Agreement to Be Bound” 8 (Exhibit A) are present at those proceedings. The use of a document as an exhibit 9 at a deposition shall not in any way affect its designation as “CONFIDENTIAL” or 10 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” 11 Transcripts containing Protected Material shall have an obvious legend on 12 the title page that the transcript contains Protected Material, and the title page shall 13 be followed by a list of all pages (including line numbers as appropriate) that have 14 been designated as Protected Material and the level of protection being asserted by 15 the Designating Party. The Designating Party shall inform the court reporter of 16 these requirements. Any transcript that is prepared before the expiration of a 21- 17 day period for designation shall be treated during that period as if it had been 18 designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” in its 19 entirety unless otherwise agreed. After the expiration of that period, the transcript 20 shall be treated only as actually designated. 21 (c) for information produced in some form other than documentary and 22 for any other tangible items, that the Producing Party affix in a prominent place on 23 the exterior of the container or containers in which the information or item is 24 stored the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 25 ATTORNEYS’ EYES ONLY”. If only a portion or portions of the information or 26 item warrant protection, the Producing Party, to the extent practicable, shall 27 identify the protected portion(s) and specify the level of protection being asserted. 1 4.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 2 failure to designate qualified information or items does not, standing alone, waive 3 the Designating Party’s right to secure protection under this Order for such 4 material. Upon timely correction of a designation, the Receiving Party must make 5 reasonable efforts to assure that the material is treated in accordance with the 6 provisions of this Order. 7 5. CHALLENGING CONFIDENTIALITY DESIGNATIONS 8 5.1 Timing of Challenges. Any Party or Non-Party may challenge a 9 designation of confidentiality at any time that is consistent with the Court’s 10 Scheduling Order. Unless a prompt challenge to a Designating Party’s 11 confidentiality designation is necessary to avoid foreseeable, substantial 12 unfairness, unnecessary economic burdens, or a significant disruption or delay of 13 the litigation, a Party does not waive its right to challenge a confidentiality 14 designation by electing not to mount a challenge promptly after the original 15 designation is disclosed. 16 5.2 Meet and Confer. The Challenging Party shall initiate the dispute 17 resolution process under Local Rule 37.1 et seq, by providing written notice of 18 each designation it is challenging and describing the basis for each challenge. To 19 avoid ambiguity as to whether a challenge has been made, the written notice must 20 recite that the challenge to confidentiality is being made in accordance with this 21 specific paragraph of the Protective Order. The parties shall attempt to resolve each 22 challenge in good faith and must begin the process by conferring directly (in voice 23 to voice dialogue; other forms of communication are not sufficient) within 10 days 24 of the date of service of notice. In conferring, the Challenging Party must explain 25 the basis for its belief that the confidentiality designation was not proper and must 26 give the Designating Party an opportunity to review the designated material, to 27 reconsider the circumstances, and, if no change in designation is offered, to explain 1 the basis for the chosen designation. A Challenging Party may proceed to the next 2 stage of the challenge process only if it has engaged in this meet and confer 3 process first or establishes that the Designating Party is unwilling to participate in 4 the meet and confer process in a timely manner. 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 9 waived the confidentiality designation by failing to file a motion to retain 10 confidentiality as described above, all parties shall continue to afford the material 11 in question the level of protection to which it is entitled under the Producing 12 Party’s designation until the court rules on the challenge. 13 6. ACCESS TO AND USE OF PROTECTED MATERIAL 14 6.1 Basic Principles. A Receiving Party may use Protected Material that is 15 disclosed or produced by another Party or by a Non-Party in connection with this 16 Action only for prosecuting, defending, or attempting to settle this Action. Such 17 Protected Material may be disclosed only to the categories of persons and under 18 the conditions described in this Order. When the litigation has been terminated, a 19 Receiving Party must comply with the provisions of section 12 below (FINAL 20 DISPOSITION). 21 Protected Material must be stored and maintained by a Receiving Party at a 22 location and in a secure manner that ensures that access is limited to the persons 23 authorized under this Order. 24 6.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 25 otherwise ordered by the court or permitted in writing by the Designating Party, a 26 Receiving Party may disclose any information or item designated 27 “CONFIDENTIAL” only to: 1 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 2 well as employees of said Outside Counsel of Record to whom it is reasonably 3 necessary to disclose the information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) of 5 the Receiving Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to whom 7 disclosure is reasonably necessary for this Action and who have signed the 8 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (d) the court and its personnel; 10 (e) court reporters and their staff, professional jury or trial consultants, 11 and Professional Vendors to whom disclosure is reasonably necessary for this 12 Action and who have signed the “Acknowledgment and Agreement to Be Bound” 13 (Exhibit A); 14 (f) during their depositions, witnesses in the Action to whom disclosure 15 is reasonably necessary and who have signed the “Acknowledgment and 16 Agreement to Be Bound” (Exhibit A), unless otherwise agreed by the Designating 17 Party or ordered by the court. Pages of transcribed deposition testimony or exhibits 18 to depositions that reveal Protected Material must be separately bound by the court 19 reporter and may not be disclosed to anyone except as permitted under this 20 Stipulated Protective Order; 21 (g) the author or recipient of a document containing the information or a 22 custodian or other person who otherwise possessed or knew the information; and 23 (h) any mediator or settlement officer, and their supporting personnel, 24 mutually agreed upon by any of the parties engaged in settlement discussions. 25 6.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 26 ONLY” Information or Items. Unless otherwise ordered by the court or permitted 27 in writing by the Designating Party, a Receiving Party may disclose any 1 information or item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ 2 EYES ONLY” only to: 3 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 4 well as employees of said Outside Counsel of Record to whom it is reasonably 5 necessary to disclose the information for this Action; 6 (b) Designated House Counsel of the Receiving Party (1) who has no 7 involvement in competitive decision-making, (2) to whom disclosure is reasonably 8 necessary for this l Action, and (3) as to whom the procedures set forth in 9 paragraph 7.4(a)(1), below, have been followed; 10 (c) Experts of the Receiving Party (1) to whom disclosure is reasonably 11 necessary for this Action, (2) who have signed the “Acknowledgment and 12 Agreement to Be Bound” (Exhibit A), and (3) as to whom the procedures set forth 13 in paragraph 7.4(a)(2), below, have been followed; 14 (d) the court and its personnel and any other mediator, settlement officer, 15 or dispute resolution officer duly appointed or assigned in connection with this 16 Action; 17 (e) court reporters and their staff, professional jury or trial consultants, 18 and Professional Vendors to whom disclosure is reasonably necessary for this 19 Action and who have signed the “Acknowledgment and Agreement to Be Bound” 20 (Exhibit A); and 21 (f) the author or recipient of a document containing the information or a 22 custodian or other person who otherwise possessed or knew the information. 23 6.4 Procedures for Approving or Objecting to Disclosure of “HIGHLY 24 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” Information or Items to 25 Designated House Counsel or Experts. 26 (a)(1) Unless otherwise ordered by the court or agreed to in writing by the 27 Designating Party, a Party that seeks to disclose to Designated House Counsel any 1 information or item that has been designated “HIGHLY CONFIDENTIAL – 2 ATTORNEYS’ EYES ONLY” pursuant to paragraph 7.3(b) first must make a 3 written request to the Designating Party that (1) sets forth the full name of the 4 Designated House Counsel and the city and state of his or her residence, and (2) 5 describes the Designated House Counsel’s current and reasonably foreseeable 6 future primary job duties and responsibilities in sufficient detail to determine if 7 House Counsel is involved, or may become involved, in any competitive decision- 8 making. 9 (a)(2) Unless otherwise ordered by the court or agreed to in writing by the 10 Designating Party, a Party that seeks to disclose to an Expert (as defined in this 11 Order) any information or item that has been designated “HIGHLY 12 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” pursuant to paragraph 7.3(c) 13 first must make a written request to the Designating Party that (1) identifies the 14 general categories of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 15 ONLY” information that the Receiving Party seeks permission to disclose to the 16 Expert, (2) sets forth the full name of the Expert and the city and state of his or her 17 primary residence, (3) attaches a copy of the Expert’s current resume, (4) identifies 18 the Expert’s current employer(s), (5) identifies each person or entity from whom 19 the Expert has received compensation or funding for work in his or her areas of 20 expertise or to whom the expert has provided professional services, including in 21 connection with a litigation, at any time during the preceding five years,2 and (6) 22 identifies (by name and number of the case, filing date, and location of court) any 23 litigation in connection with which the Expert has offered expert testimony, 24 25 26 2 If the Expert believes any of this information is subject to a confidentiality obligation to a third-party, then the Expert should provide whatever information the Expert believes can be disclosed without 27 violating any confidentiality agreements, and the Party seeking to disclose to the Expert shall be available to meet and confer with the Designating Party regarding any such engagement. 1 including through a declaration, report, or testimony at a deposition or trial, during 2 the preceding five years. 3 (b) A Party that makes a request and provides the information specified in 4 the preceding respective paragraphs may disclose the subject Protected Material to 5 the identified Designated House Counsel or Expert unless, within 14 days of 6 delivering the request, the Party receives a written objection from the Designating 7 Party. Any such objection must set forth in detail the grounds on which it is based. 8 (c) A Party that receives a timely written objection must meet and confer 9 with the Designating Party (through direct voice to voice dialogue) to try to resolve 10 the matter by agreement within seven days of the written objection. If no 11 agreement is reached, the Party seeking to make the disclosure to Designated 12 House Counsel or the Expert may file a motion as provided in Civil Local Rule 7 13 (and in compliance with Civil Local Rule 79-5, if applicable) seeking permission 14 from the court to do so. Any such motion must describe the circumstances with 15 specificity, set forth in detail the reasons why the disclosure to Designated House 16 Counsel or the Expert is reasonably necessary, assess the risk of harm that the 17 disclosure would entail, and suggest any additional means that could be used to 18 reduce that risk. In addition, any such motion must be accompanied by a competent 19 declaration describing the parties’ efforts to resolve the matter by agreement (i.e., 20 the extent and the content of the meet and confer discussions) and setting forth the 21 reasons advanced by the Designating Party for its refusal to approve the disclosure. 22 In any such proceeding, the Party opposing disclosure to Designated House 23 Counsel or the Expert shall bear the burden of proving that the risk of harm that the 24 disclosure would entail (under the safeguards proposed) outweighs the Receiving 25 Party’s need to disclose the Protected Material to its Designated House Counsel or 26 Expert. 27 1 7. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED

IN OTHER LITIGATION

2 If a Party is served with a subpoena or a court order issued in other litigation 3 that compels disclosure of any information or items designated in this Action as 4 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 5 ONLY” that Party must: 6 (a) promptly notify in writing the Designating Party. Such notification 7 shall include a copy of the subpoena or court order; 8 (b) promptly notify in writing the party who caused the subpoena or order 9 to issue in the other litigation that some or all of the material covered by the 10 subpoena or order is subject to this Protective Order. Such notification shall 11 include a copy of this Stipulated Protective Order; and 12 (c) cooperate with respect to all reasonable procedures sought to be 13 pursued by the Designating Party whose Protected Material may be affected. 14 If the Designating Party timely seeks a protective order, the Party served 15 with the subpoena or court order shall not produce any information designated in 16 this Action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 17 ATTORNEYS’ EYES ONLY” before a determination by the court from which the 18 subpoena or order issued, unless the Party has obtained the Designating Party’s 19 permission. The Designating Party shall bear the burden and expense of seeking 20 protection in that court of its confidential material – and nothing in these 21 provisions should be construed as authorizing or encouraging a Receiving Party in 22 this Action to disobey a lawful directive from another court. 23 8. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 24 PRODUCED IN THIS LITIGATION 25 (a) The terms of this Order are applicable to information produced by a 26 Non-Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 27 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information produced 1 by Non-Parties in connection with this litigation is protected by the remedies and 2 relief provided by this Order. Nothing in these provisions should be construed as 3 prohibiting a Non-Party from seeking additional protections. 4 (b) In the event that a Party is required, by a valid discovery request, to 5 produce a Non-Party’s confidential information in its possession, and the Party is 6 subject to an agreement with the Non-Party not to produce the Non-Party’s 7 confidential information, then the Party shall: 8 1. promptly notify in writing the Requesting Party and the Non- 9 Party that some or all of the information requested is subject to a confidentiality 10 agreement with a Non-Party; 11 2. promptly provide the Non-Party with a copy of the Stipulated 12 Protective Order in this litigation, the relevant discovery request(s), and a 13 reasonably specific description of the information requested; and 14 3. make the information requested available for inspection by the 15 Non-Party. 16 (c) If the Non-Party fails to object or seek a protective order from this 17 court within 14 days of receiving the notice and accompanying information, the 18 Receiving Party may produce the Non-Party’s confidential information responsive 19 to the discovery request. If the Non-Party timely seeks a protective order, the 20 Receiving Party shall not produce any information in its possession or control that 21 is subject to the confidentiality agreement with the Non-Party before a 22 determination by the court. Absent a court order to the contrary, the Non-Party 23 shall bear the burden and expense of seeking protection in this court of its 24 Protected Material. 25 9. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 26 If a Receiving Party learns that, by inadvertence or otherwise, it has 27 disclosed Protected Material to any person or in any circumstance not authorized 1 under this Stipulated Protective Order, the Receiving Party must immediately (a) 2 notify in writing the Designating Party of the unauthorized disclosures, (b) use its 3 best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform 4 the person or persons to whom unauthorized disclosures were made of all the terms 5 of this Order, and (d) request such person or persons to execute the 6 “Acknowledgment and Agreement to Be Bound” that is attached hereto as Exhibit 7 A. 8 10. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE

PROTECTED MATERIAL

9 When a Producing Party gives notice to Receiving Parties that certain 10 inadvertently produced material is subject to a claim of privilege or other 11 protection, the obligations of the Receiving Parties are those set forth in Federal 12 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 13 whatever procedure may be established in an e-discovery order that provides for 14 production without prior privilege review. Pursuant to Federal Rule of Evidence 15 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 16 of a communication or information covered by the attorney-client privilege or 17 work product protection, the parties may incorporate their agreement in the 18 stipulated protective order submitted to the court. 19 11. MISCELLANEOUS 20 11.1 Right to Further Relief. Nothing in this Order abridges the right of any 21 person to seek its modification by the court in the future. 22 11.2 Right to Assert Other Objections. By stipulating to the entry of this 23 Protective Order no Party waives any right it otherwise would have to object to 24 disclosing or producing any information or item on any ground not addressed in 25 this Stipulated Protective Order. Similarly, no Party waives any right to object on 26 any ground to use in evidence of any of the material covered by this Protective 27 1 Order. 2 11.3 Filing Protected Material. Without written permission from the 3 Designating Party or a court order secured after appropriate notice to all interested 4 persons, a Party may not file in the public record in this Action any Protected 5 Material. A Party that seeks to file under seal any Protected Material must comply 6 with Civil Local Rule 79-5. Protected Material may only be filed under seal 7 pursuant to a court order authorizing the sealing of the specific Protected Material 8 at issue. Pursuant to Civil Local Rule 79-5, a sealing order will issue only upon a 9 request establishing that the Protected Material at issue is privileged, protectable as 10 a trade secret, or otherwise entitled to protection under the law. If a Receiving 11 Party's request to file Protected Material under seal pursuant to Civil Local Rule 12 79-5 is denied by the court, then the Receiving Party may file the Protected 13 Material in the public record pursuant to Civil Local Rule 79-5 unless otherwise 14 instructed by the court. 15 12. FINAL DISPOSITION 16 Within 60 days after the final disposition of this Action, as defined in 17 paragraph 4, each Receiving Party must return all Protected Material to the 18 Producing Party or destroy such material. As used in this subdivision, “all 19 Protected Material” includes all copies, abstracts, compilations, summaries, and 20 any other format reproducing or capturing any of the Protected Material. 21 Notwithstanding this provision, Counsel are entitled to retain an archival copy of 22 all pleadings, motion papers, trial, deposition, and hearing transcripts, legal 23 memoranda, correspondence, deposition and trial exhibits, expert reports, attorney 24 work product, and consultant and expert work product, even if such materials 25 contain Protected Material. Any such archival copies that contain or constitute 26 Protected Material remain subject to this Protective Order as set forth in Section 4 27 (DURATION). 1 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD 2 3 DATED: June 15, 2023 HANSON BRIDGETT LLP

4

5 By: /s/ Deborah J. Swedlow 7 GARNER K. WENG 8 ROSANNA W. GAN

9 HONIGMAN LLP

DEBORAH J. SWEDLOW

10 MARY A. HYDE 11 JENNA E. SAUNDERS

12 Attorneys for Defendants 13 THE FRAGRANCE OUTLET, INC., PERF OPCO, LLC, and OBSESSION 14 HOLDINGS, INC. 15

16 DATED: June 16, 2023 BLAKELY LAW GROUP

17

18 By: /s/ Jamie Fountain 19

BRENT H. BLAKELY

20 JAMIE FOUNTAIN

21 Attorneys for Plaintiff 22 ABERCROMBIE & FITCH TRADING,

CO.

23

24

25

26

27 1 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. *|| DATED: June 16, 2023 Fatises Donatoe_ 3 Hon. Patricia Donahue 4 United States Magistrate Judge 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -23- Case No. 2:23-cv-2051-SVW-PD

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 6 was issued by the United States District Court for the Central District of California 7 on [date] in the case of Abercrombie & Fitch Trading Co. v. The Fragrance Outlet, 8 Inc., et al.; Case No. 2:23-cv-2051-SVW-PD. I agree to comply with and to be 9 bound by all the terms of this Stipulated Protective Order and I understand and 10 acknowledge that failure to so comply could expose me to sanctions and 11 punishment in the nature of contempt. I solemnly promise that I will not disclose in 12 any manner any information or item that is subject to this Stipulated Protective 13 Order to any person or entity except in strict compliance with the provisions of this 14 Order. 15 I further agree to submit to the jurisdiction of the United States District 16 Court for the Central District of California for the purpose of enforcing the terms 17 of this Stipulated Protective Order, even if such enforcement proceedings occur 18 after termination of this action. 19 I hereby appoint __________________________ [print or type full name] of 20 _______________________________________ [print or type full address and 21 telephone number] as my California agent for service of process in connection with 22 this action or any proceedings related to enforcement of this Stipulated Protective 23 Order. 24 Date: 25 City and State where sworn and signed: 26 Printed name: 27 Signature: