ScottCommerson@dwt.com 2 BRENDAN CHARNEY, (State Bar No. 293378) BrendanCharney@dwt.com 3 DAVIS WRIGHT TREMAINE LLP 865 South Figueroa Street, 24th Floor 4 Los Angeles, California 90017-2566 Telephone: (213) 633-6800 5 Fax: (213) 633-6899 6 Attorneys for Defendants SHUTTERSTOCK, INC. and 7 VOLLEYPOST

8 PETER R. AFRASIABI (Bar No. 193336) pafrasiabi@onellp.com 9 JENNY S. KIM (Bar. No. 282562) jkim@onellp.com 10 ONE LLP 4000 MacArthur Blvd. 11 East Tower, Suite 500 Newport Beach, CA 92660 12 Telephone: (949) 502-2870 Facsimile: (949) 258-5081 13 Attorneys for Plaintiff 14 MICHAEL GRECCO PRODUCTIONS, INC.

15

16

UNITED STATES DISTRICT COURT

17

CENTRAL DISTRICT OF CALIFORNIA

18

19 MICHAEL GRECCO PRODUCTIONS, INC., a Case No. 2:19-cv-01153 DMG AFM(x) 20 California corporation,

STIPULATED PROTECTIVE ORDER

21 Plaintiff,

22 vs. Assigned to the Hon. Dolly M. Gee

23 SHUTTERSTOCK, INC., a Delaware Action Filed: February 14, 2019 corporation; KOBERT MEDIA, an unknown 24 entity, dba VOLLEYPOST; and DOES 1-10, inclusive, 25 Defendants. 26 27 28 1. INTRODUCTION TO STIPULATED PROTECTIVE ORDER 1 2 1.1 Purposes and Limitations 3 Discovery in this action is likely to involve production of confidential, proprietary or 4 private information for which special protection from public disclosure and from use for any 5 purpose other than prosecuting this litigation may be warranted. Accordingly, the parties hereby 6 stipulate to and petition the Court to enter the following Stipulated Protective Order. The parties 7 acknowledge that this Order does not confer blanket protections on all disclosures or responses to 8 discovery and that the protection it affords from public disclosure and use extends only to the 9 limited information or items that are entitled to confidential treatment under the applicable legal 10 principles. 11 1.2 Good Cause Statement 12 This action is likely to involve trade secrets, customer and user information, unpublished 13 editorial information, and other valuable commercial, financial, editorial, technical and/or 14 proprietary information for which special protection from public disclosure and from use for any 15 purpose other than prosecution of this action is warranted. Such confidential and proprietary 16 materials and information consist of, among other things, the parties’ confidential business or 17 financial information, information regarding the parties’ confidential business practices, or other 18 confidential commercial information (including information implicating privacy rights of third 19 parties such as Shutterstock’s users and/or contributors of information to Shutterstock and 20 Volleypost), unpublished editorial and/or documentary information obtained by the parties, or 21 each of them, in the course of gathering information for dissemination to the public, information 22 otherwise generally unavailable to the public, or which may be privileged or otherwise protected 23 from disclosure under state or federal statutes, federal and state constitutions, court rules, case 24 decisions, or common law. Accordingly, to expedite the flow of information, to facilitate the 25 prompt resolution of disputes over confidentiality of discovery materials, to adequately protect 26 27 1 This Stipulated Protective Order is based substantially on the model protective order 28 provided under Magistrate Judge Alexander F. MacKinnon’s Procedures. 2 reasonable necessary uses of such material in preparation for and in the conduct of trial, to address 3 their handling at the end of the litigation, and serve the ends of justice, a protective order for such 4 information is justified in this matter. It is the intent of the parties that information will not be 5 designated as confidential for tactical reasons and that nothing be so designated without a good 6 faith belief that it has been maintained in a confidential, non-public manner, and there is good 7 cause why it should not be part of the public record of this case. 8 1.3 Acknowledgment of Procedure for Filing Under Seal 9 The parties further acknowledge, as set forth in Section 12.3, below, that this Stipulated 10 Protective Order does not entitle them to file confidential information under seal; Local Civil Rule 11 79-5 sets forth the procedures that must be followed and the standards that will be applied when a 12 party seeks permission from the court to file material under seal. 13 There is a strong presumption that the public has a right of access to judicial proceedings 14 and records in civil cases. In connection with non-dispositive motions, good cause must be shown 15 to support a filing under seal. See Kamakana v. City and County of Honolulu, 447 F.3d 1172, 16 1176 (9th Cir. 2006), Phillips v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), 17 Makar-Welbon v. Sony Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated 18 protective orders require good cause showing), and a specific showing of good cause or 19 compelling reasons with proper evidentiary support and legal justification, must be made with 20 respect to Protected Material that a party seeks to file under seal. The parties’ mere designation of 21 Disclosure or Discovery Material as CONFIDENTIAL does not—without the submission of 22 competent evidence by declaration, establishing that the material sought to be filed under seal 23 qualifies as confidential, privileged, or otherwise protectable—constitute good cause. 24 Further, if a party requests sealing related to a dispositive motion or trial, then compelling 25 reasons, not only good cause, for the sealing must be shown, and the relief sought shall be 26 narrowly tailored to serve the specific interest to be protected. See Pintos v. Pacific Creditors 27 Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each item or type of information, document, or 28 thing sought to be filed or introduced under seal in connection with a dispositive motion or trial, 2 legal justification, for the requested sealing order. Again, competent evidence supporting the 3 application to file documents under seal must be provided by declaration. 4 Any document that is not confidential, privileged, or otherwise protectable in its entirety 5 will not be filed under seal if the confidential portions can be redacted. If documents can be 6 redacted, then a redacted version for public viewing, omitting only the confidential, privileged, or 7 otherwise protectable portions of the document, shall be filed. Any application that seeks to file 8 documents under seal in their entirety should include an explanation of why redaction is not 9 feasible. 10 2. DEFINITIONS 11 2.1 Action: The instant pending federal action, i.e., Michael Grecco Productions, Inc., 12 v. Shutterstock, Inc, et. al., C.D. Cal. Case No. 2:19-cv-01153 DMG AFM(X) 13 2.2 Challenging Party: a Party or Non-Party that challenges the designation of 14 information or items under this Order. 15 2.3 “CONFIDENTIAL” Information or Items: information (regardless of how it is 16 generated, stored or maintained) or tangible things that qualify for protection under Federal Rule 17 of Civil Procedure 26(c), and as specified above in the Good Cause Statement. 18 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their support 19 staff). 20 2.5 Designating Party: a Party or Non-Party that designates information or items that 21 it produces in disclosures or in responses to discovery as “CONFIDENTIAL.” 22 2.6 Disclosure or Discovery Material: all items or information, regardless of the 23 medium or manner in which it is generated, stored, or maintained (including, among other things, 24 testimony, transcripts, and tangible things), that are produced or generated in disclosures or 25 responses to discovery in this matter. 26 2.7 Expert: a person with specialized knowledge or experience in a matter pertinent to 27 the litigation who has been retained by a Party or its counsel to serve as an expert witness or as a 28 consultant in this Action. 2 Counsel does not include Outside Counsel of Record or any other outside counsel. 3 2.9 Non-Party: any natural person, partnership, corporation, association or other legal 4 entity not named as a Party to this action. 5 2.10 Outside Counsel of Record: attorneys who are not employees of a party to this 6 Action but are retained to represent or advise a party to this Action and have appeared in this 7 Action on behalf of that party or are affiliated with a law firm that has appeared on behalf of that 8 party, and includes support staff. 9 2.11 Party: any party to this Action, including all of its officers, directors, employees, 10 consultants, retained experts, and Outside Counsel of Record (and their support staffs). 11 2.12 Producing Party: a Party or Non-Party that produces Disclosure or Discovery 12 Material in this Action. 13 2.13 Professional Vendors: persons or entities that provide litigation support services 14 (e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and 15 organizing, storing, or retrieving data in any form or medium) and their employees and 16 subcontractors. 17 2.14 Protected Material: any Disclosure or Discovery Material that is designated as 18 “CONFIDENTIAL.” 19 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material from a 20 Producing Party. 21 3. SCOPE 22 The protections conferred by this Stipulation and Order cover not only Protected Material 23 (as defined above), but also (1) any information copied or extracted from Protected Material; 24 (2) all copies, excerpts, summaries, or compilations of Protected Material; and (3) any testimony, 25 conversations, or presentations by Parties or their Counsel that might reveal Protected Material. 26 Any use of Protected Material at trial shall be governed by the orders of the trial judge. 27 This Order does not govern the use of Protected Material at trial. 28 2 Once a case proceeds to trial, information that was designated as CONFIDENTIAL or 3 maintained pursuant to this protective order used or introduced as an exhibit at trial becomes 4 public and will be presumptively available to all members of the public, including the press, 5 unless compelling reasons supported by specific factual findings to proceed otherwise are made to 6 the trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good 7 cause” showing for sealing documents produced in discovery from “compelling reasons” standard 8 when merits-related documents are part of court record). Accordingly, the terms of this protective 9 order do not extend beyond the commencement of the trial. 10 5. DESIGNATING PROTECTED MATERIAL 11 5.1 Exercise of Restraint and Care in Designating Material for Protection. Each Party 12 or Non-Party that designates information or items for protection under this Order must take care 13 to limit any such designation to specific material that qualifies under the appropriate standards. 14 The Designating Party must designate for protection only those parts of material, documents, 15 items or oral or written communications that qualify so that other portions of the material, 16 documents, items or communications for which protection is not warranted are not swept 17 unjustifiably within the ambit of this Order. 18 Mass, indiscriminate or routinized designations are prohibited. Designations that are 19 shown to be clearly unjustified or that have been made for an improper purpose (e.g., to 20 unnecessarily encumber the case development process or to impose unnecessary expenses and 21 burdens on other parties) may expose the Designating Party to sanctions. 22 If it comes to a Designating Party’s attention that information or items that it designated 23 for protection do not qualify for protection, that Designating Party must promptly notify all other 24 Parties that it is withdrawing the inapplicable designation. 25 5.2 Manner and Timing of Designations. Except as otherwise provided in this Order 26 (see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated or ordered, 27 Disclosure or Discovery Material that qualifies for protection under this Order must be clearly so 28 designated before the material is disclosed or produced. 2 (a) for information in documentary form (e.g., paper or electronic documents, but 3 excluding transcripts of depositions or other pretrial or trial proceedings), that the Producing Party 4 affix at a minimum, the legend “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to 5 each page that contains protected material. If only a portion of the material on a page qualifies for 6 protection, the Producing Party also must clearly identify the protected portion(s) (e.g., by making 7 appropriate markings in the margins). 8 A Party or Non-Party that makes original documents available for inspection need not 9 designate them for protection until after the inspecting Party has indicated which documents it 10 would like copied and produced. During the inspection and before the designation, all of the 11 material made available for inspection shall be deemed “CONFIDENTIAL.” After the inspecting 12 Party has identified the documents it wants copied and produced, the Producing Party must 13 determine which documents, or portions thereof, qualify for protection under this Order. Then, 14 before producing the specified documents, the Producing Party must affix the “CONFIDENTIAL 15 legend” to each page that contains Protected Material. If only a portion of the material on a page 16 qualifies for protection, the Producing Party also must clearly identify the protected portion(s) 17 (e.g., by making appropriate markings in the margins). 18 (b) for testimony given in depositions that the Designating Party identifies the 19 Disclosure or Discovery Material on the record, before the close of the deposition all protected 20 testimony. 21 (c) for information produced in some form other than documentary and for any other 22 tangible items, that the Producing Party affix in a prominent place on the exterior of the container 23 or containers in which the information is stored the legend “CONFIDENTIAL.” If only a portion 24 or portions of the information warrants protection, the Producing Party, to the extent practicable, 25 shall identify the protected portion(s). 26 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to 27 designate qualified information or items does not, standing alone, waive the Designating Party’s 28 right to secure protection under this Order for such material. Upon timely correction of a 2 in accordance with the provisions of this Order. 3 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 4 6.1 Timing of Challenges. Any Party or Non-Party may challenge a designation of 5 confidentiality at any time that is consistent with the Court’s Scheduling Order. 6 6.2 Meet and Confer. The Challenging Party shall initiate the dispute resolution 7 process under Local Rule 37-1 et seq. 8 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a joint 9 stipulation pursuant to Local Rule 37-2. 10 6.4 The burden of persuasion in any such challenge proceeding shall be on the 11 Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., to harass 12 or impose unnecessary expenses and burdens on other parties) may expose the Challenging Party 13 to sanctions. Unless the Designating Party has waived or withdrawn the confidentiality 14 designation, all parties shall continue to afford the material in question the level of protection to 15 which it is entitled under the Producing Party’s designation until the Court rules on the challenge. 16 7. ACCESS TO AND USE OF PROTECTED MATERIAL 17 7.1 Basic Principles. A Receiving Party may use Protected Material that is disclosed 18 or produced by another Party or by a Non-Party in connection with this Action only for 19 prosecuting, defending or attempting to settle this Action. Such Protected Material may be 20 disclosed only to the categories of persons and under the conditions described in this Order. When 21 the Action has been terminated, a Receiving Party must comply with the provisions of section 13 22 below (FINAL DISPOSITION). 23 Protected Material must be stored and maintained by a Receiving Party at a location and in 24 a secure manner that ensures that access is limited to the persons authorized under this Order. 25 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise ordered 26 by the court or permitted in writing by the Designating Party, a Receiving Party may disclose any 27 information or item designated “CONFIDENTIAL” only to: 28 2 employees of said Outside Counsel of Record to whom it is reasonably necessary to disclose the 3 information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) of the Receiving 5 Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to whom disclosure is 7 reasonably necessary for this Action and who have signed the “Acknowledgment and Agreement 8 to Be Bound” (Exhibit A); 9 (d) the court and its personnel; 10 (e) court reporters and their staff; 11 (f) professional jury or trial consultants, mock jurors, and Professional Vendors to 12 whom disclosure is reasonably necessary for this Action and who have signed the 13 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 (g) the author or recipient of a document containing the information or a custodian or 15 other person who otherwise possessed or knew the information; 16 (h) during their depositions, witnesses, and attorneys for witnesses, in the Action to 17 whom disclosure is reasonably necessary provided: (1) the deposing party requests that the 18 witness sign the form attached as Exhibit 1 hereto; and (2) they will not be permitted to keep any 19 confidential information unless they sign the “Acknowledgment and Agreement to Be Bound” 20 (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the court. Pages of 21 transcribed deposition testimony or exhibits to depositions that reveal Protected Material may be 22 separately bound by the court reporter and may not be disclosed to anyone except as permitted 23 under this Stipulated Protective Order; and 24 (i) any mediator or settlement officer, and their supporting personnel, mutually agreed 25 upon by any of the parties engaged in settlement discussions. 26 27 28

LITIGATION

2 If a Party is served with a subpoena or a court order issued in other litigation that compels 3 disclosure of any information or items designated in this Action as “CONFIDENTIAL,” that 4 Party must: 5 (a) promptly notify in writing the Designating Party. Such notification shall include a 6 copy of the subpoena or court order; 7 (b) promptly notify in writing the party who caused the subpoena or order to issue in 8 the other litigation that some or all of the material covered by the subpoena or order is subject to 9 this Protective Order. Such notification shall include a copy of this Stipulated Protective Order; 10 and 11 (c) cooperate with respect to all reasonable procedures sought to be pursued by the 12 Designating Party whose Protected Material may be affected. 13 If the Designating Party timely seeks a protective order, the Party served with the 14 subpoena or court order shall not produce any information designated in this action as 15 “CONFIDENTIAL” before a determination by the court from which the subpoena or order issued, 16 unless the Party has obtained the Designating Party’s permission. The Designating Party shall 17 bear the burden and expense of seeking protection in that court of its confidential material and 18 nothing in these provisions should be construed as authorizing or encouraging a Receiving Party 19 in this Action to disobey a lawful directive from another court. 20 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS 21 LITIGATION 22 (a) The terms of this Order are applicable to information produced by a Non-Party in 23 this Action and designated as “CONFIDENTIAL.” Such information produced by Non-Parties in 24 connection with this litigation is protected by the remedies and relief provided by this Order. 25 Nothing in these provisions should be construed as prohibiting a Non-Party from seeking 26 additional protections. 27 28 2 Non-Party’s confidential information in its possession, and the Party is subject to an agreement 3 with the Non-Party not to produce the Non-Party’s confidential information, then the Party shall: 4 (1) promptly notify in writing the Requesting Party and the Non-Party that 5 some or all of the information requested is subject to a confidentiality agreement with a Non- 6 Party; 7 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 8 Order in this Action, the relevant discovery request(s), and a reasonably specific description of the 9 information requested; and 10 (3) make the information requested available for inspection by the Non-Party, 11 if requested. 12 (c) If the Non-Party fails to seek a protective order from this court within 14 days of 13 receiving the notice and accompanying information, the Receiving Party may produce the Non- 14 Party’s confidential information responsive to the discovery request. If the Non-Party timely 15 seeks a protective order, the Receiving Party shall not produce any information in its possession 16 or control that is subject to the confidentiality agreement with the Non-Party before a 17 determination by the court. Absent a court order to the contrary, the Non-Party shall bear the 18 burden and expense of seeking protection in this court of its Protected Material. 19 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 20 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected 21 Material to any person or in any circumstance not authorized under this Stipulated Protective 22 Order, the Receiving Party must immediately (a) notify in writing the Designating Party of the 23 unauthorized disclosures, (b) use its best efforts to retrieve all unauthorized copies of the 24 Protected Material, (c) inform the person or persons to whom unauthorized disclosures were made 25 of all the terms of this Order, and (d) request such person or persons to execute the 26 “Acknowledgment and Agreement to Be Bound” that is attached hereto as Exhibit A. 27 28

MATERIAL

2 When a Producing Party gives notice to Receiving Parties that certain inadvertently 3 produced material is subject to a claim of privilege or other protection, the obligations of the 4 Receiving Parties are those set forth in Federal Rule of Civil Procedure 26(b)(5)(B). This 5 provision is not intended to modify whatever procedure may be established in an e-discovery 6 order that provides for production without prior privilege review. Pursuant to Federal Rule of 7 Evidence 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure of a 8 communication or information covered by the attorney-client privilege or work product 9 protection, the parties may incorporate their agreement in the stipulated protective order submitted 10 to the court. 11 12. MISCELLANEOUS 12 12.1 Right to Further Relief. Nothing in this Order abridges the right of any person to 13 seek its modification by the Court in the future. 14 12.2 Right to Assert Other Objections. By stipulating to the entry of this Protective 15 Order, no Party waives any right it otherwise would have to object to disclosing or producing any 16 information or item on any ground not addressed in this Stipulated Protective Order. Similarly, 17 no Party waives any right to object on any ground to use in evidence of any of the material 18 covered by this Protective Order. 19 12.3 Filing Protected Material. A Party that seeks to file under seal any Protected 20 Material must comply with Local Civil Rule 79-5. Protected Material may only be filed under 21 seal pursuant to a court order authorizing the sealing of the specific Protected Material at issue. If 22 a Party’s request to file Protected Material under seal is denied by the court, then the Receiving 23 Party may file the information in the public record unless otherwise instructed by the court. 24 13. FINAL DISPOSITION 25 After the final disposition of this Action, as defined in paragraph 4, within 60 days of a 26 written request by the Designating Party, each Receiving Party must return all Protected Material 27 to the Producing Party or destroy such material. As used in this subdivision, “all Protected 28 2 reproducing or capturing any of the Protected Material. Whether the Protected Material is 3 returned or destroyed, the Receiving Party must submit a written certification to the Producing 4 Party (and, if not the same person or entity, to the Designating Party) by the 60 day deadline that 5 (1) identifies (by category, where appropriate) all the Protected Material that was returned or 6 destroyed and (2) affirms that the Receiving Party has not retained any copies, abstracts, 7 compilations, summaries or any other format reproducing or capturing any of the Protected 8 Material. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all 9 pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, 10 correspondence, deposition and trial exhibits, expert reports, attorney work product, and 11 consultant and expert work product, even if such materials contain Protected Material. Any such 12 archival copies that contain or constitute Protected Material remain subject to this Protective 13 Order as set forth in Section 4 (DURATION). 14 14. VIOLATION 15 Any violation of this Order may be punished by appropriate measures including, without 16 limitation, contempt proceedings and/or monetary sanctions. 17 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 18

19 DATED: September 20, 2019

20 ONE LLP

PETER R. AFRASIABI

21 JENNY S. KIM 22 By:/s/Peter R. Afrasiabi 23 Attorneys for Plaintiff

MICHAEL GRECCO PRODUCTIONS, INC.

24

25 / / / 26 / / / 27 / / / 28 / / / 1|| DATED: September 20, 2019 2|| DAVIS WRIGHT TREMAINE LLP

SCOTT R. COMMERSON

3) BRENDAN CHARNEY 4 By:/s/Scott R. Commerson 5 Attorneys for Defendants 6 SHUTTERSTOCK, INC. and VOLLEYPOST 7 g FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

9 10 DATED: September 24, 2019 11 12 (iy Mix f{&—. HON. ALEXANDER F. MacKINNON 14 United States Magistrate Judge 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, ____________________ [print or type full name], of ____________________ [print or 4 type full address], declare under penalty of perjury that I have read in its entirety and understand 5 the Stipulated Protective Order that was issued by the United States District Court for the Central 6 District of California on _____________ [date] in the case of Michael Grecco Productions, Inc., 7 v. Shutterstock, Inc, et. al., C.D. Cal. Case No. 2:19-cv-01153 DMG AFM(X). I agree to comply 8 with and to be bound by all the terms of this Stipulated Protective Order and I understand and 9 acknowledge that failure to so comply could expose me to sanctions and punishment in the nature 10 of contempt. I solemnly promise that I will not disclose in any manner any information or item 11 that 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 United States District Court for the 14 Central District of California for enforcing the terms of this Stipulated Protective Order, even if 15 such enforcement proceedings occur after termination of this action. 16 I hereby appoint ____________________ [print or type full name] of 17 ____________________ [print or type full address and telephone number] as my California agent 18 for service of process in connection with this action or any proceedings related to enforcement of 19 this Stipulated Protective Order. 20 Date: 21 City and State where sworn and signed: 22 Printed name: 23 Signature: 24 25 26 27 28