1 FRANK FALZETTA, Cal. Bar No. 125146 SCOTT SVESLOSKY, Cal. Bar No. 217660 2 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 333 South Hope Street, 43rd Floor 3 Los Angeles, California 90071-1422 Telephone: 213.620.1780 4 Facsimile: 213.620.1398 Email ffalzetta@sheppardmullin.com 5 ssveslosky@sheppardmullin.com

6 JEFFREY N. GESELL, Cal. Bar No. 200174 WILLIAM S. HOANG, Cal. Bar No. 269791 7 JONES TURNER, LLP 2 Venture, Suite 220 8 Irvine, California 92618 Telephone: 949-435-4100 NOTE: CHANGES MADE BY THE COURT 9 Facsimile: 949-435-4105 Email: jgesell@jonesturner.com 10 whoang@jonesturner.com

11 Attorneys for Plaintiff and Counter-Defendant,

WEST AMERICAN INSURANCE COMPANY

12

13 UNITED STATES DISTRICT COURT 14 CENTRAL DISTRICT OF CALIFORNIA 15 16 WEST AMERICAN INSURANCE Case No. 2:19-cv-08413 RGK-JPRx

COMPANY,

17 Plaintiff, STIPULATION FOR ENTRY OF 18 PROTECTIVE ORDER v. 19

U.S.P. FURNITURE CORP.,

20 PTC: October 19, 2020 Defendant. Trial Date: November 3, 2020 21

22 AND RELATED COUNTERCLAIM

AND THIRD-PARTY CLAIM

23 24 Plaintiff and counter-defendant (West American Insurance Company), 25 defendant, counterclaimant and third-party plaintiff (U.S.P. Furniture Corp.), and 26 third-party defendant (Heights Insurance Group, Inc. d/b/a KCAL Insurance 27 Agency), by and through their counsel of record, and pursuant to Rules 26(c) and 1 29(b) of the Federal Rules of Civil Procedure and Local Rule 7-1, hereby agree and 2 stipulate, as follows: 3 4 I. 5 GOOD CAUSE EXISTS TO ENTER THIS PROTECTIVE ORDER 6 A. Brief Statement of Facts 7 On September 30, 2019, West American Insurance Company (“West 8 American”) filed a Complaint for Declaratory Relief against U.S.P. Furniture Corp. 9 (“U.S.P.”). West American seeks a declaratory judgment from the Court that West 10 American properly rescinded a commercial general liability policy issued to U.S.P. 11 On November 15, 2019, U.S.P. filed an Answer and Counterclaim against West 12 American. U.S.P. contends that West American breached the policy and acted in 13 bad faith during its claims handling and investigative process, and when it rescinded 14 the policy and denied U.S.P.’s insurance claim. On December 6, 2019, U.S.P. filed 15 a Third-Party Complaint against third-party defendant Heights Insurance Group, 16 Inc. d/b/a KCAL Insurance Agency (“KCAL”). U.S.P. contends that KCAL 17 breached an oral contract and acted negligently when it purportedly failed to include 18 all material information in the insurance application submitted on U.S.P.’s behalf. 19 KCAL denies that it did anything wrong and contends that it provided all 20 information acquired from U.S.P. to West American. 21 The parties have recently commenced discovery and believe there is now a 22 need for a protective order in the case, as described in detail below. 23 On February 10, 2020, counsel for the parties spoke telephonically pursuant 24 to Federal Rule of Civil Procedure 26(f) and this Court's Scheduling Order. 25 (Declaration of Scott Sveslosky "Sveslosky Decl." ¶ 2). The purpose of the 26 discussions was to, among other things, plan for discovery and prepare the Joint 27 Case Management Statement required by Rule 26(f) and the Scheduling Order. 1 number of documents in discovery from West American, including West 2 American’s underwriting files, guidelines and related materials. (Id.). West 3 American’s counsel responded that such materials contain confidential and 4 proprietary business information, and offered to prepare a proposed protective order 5 that the parties could submit to the Court in an effort to preserve the confidential 6 nature of the documents and other materials that may be exchanged in discovery 7 between the parties. (Id.). 8 On March 12, 2020, U.S.P. propounded its First Demand for Production of 9 Documents to West American (“Demand”). (Sveslosky Decl. ¶3). The Demand 10 requests that West American produce, among other things, its (1) underwriting file 11 for U.S.P., and (2) the guidelines provided to its agent, KCAL. 12 The parties agree that the requested documents contain confidential and 13 proprietary information that should be protected from disclosure outside this 14 litigation. 15 THEREFORE, in order to facilitate any future production of internal 16 documents deemed confidential, proprietary or trade secrets, the parties submit this 17 proposed Protective Order. 18 19 B. Good Cause Exists for the Court to Issue a Protective Order to Protect 20 Proprietary, Confidential, Business-Sensitive Information 21 The parties seek only to limit, but not prevent, the disclosure of proprietary 22 and competitively-sensitive business information. Federal Rule of Civil Procedure 23 26(c)(1)(G) specifically authorizes issuance of a protective order concerning the 24 disclosure of trade secrets or other confidential information. Fed. R. Civ. Proc. 25 26(c)(1)(G). A protective order may be issued upon a showing of good cause. 26 Nutratech, Inc. v. Syntech (SSPF) Int'l, Inc., 242 FRD 552, 555, fn. 4 (C.D. Cal. 27 2007). Courts generally require parties seeking a protective order to show a 1 to business or non-business interests. Id.; see also In re Coordinated Pretrial 2 Proceedings in Petroleum Products Antitrust Litigation, 101 F.R.D. 34, 41 n.7 (C.D. 3 Cal. 1984) (holding that “Rule [26(c)(1)(G)] provides that upon a showing of good 4 cause, a court may order that trade secrets, confidential research or other 5 commercial information produced during discovery be protected from public 6 disclosure” and that the “good cause requirement is met by a showing that 7 disclosure will work a clearly defined, specific and serious injury”). 8 During discovery, U.S.P. has asked for West American’s underwriting file 9 documents relating to the U.S.P. account. (Sveslosky Decl. ¶¶ 2-3). West 10 American’s underwriting file for the U.S.P. account contains confidential and 11 proprietary information pertaining. (Declaration of Matthew Paulsen “Paulsen 12 Decl.”¶ ¶ 2-3). For example, the underwriting file contains a wide variety of 13 confidential business information pertaining to West American’s pricing models and 14 calculations, account strategy, and other confidential and proprietary materials that 15 reflect how West American priced and underwrote the U.S.P. account. (Id.). If 16 West American’s pricing models and other proprietary information contained in its 17 underwriting file was produced in this litigation without a Protective Order, West 18 American believes that it will be put at a serious competitive disadvantage. (Id.). 19 West American’s competitors could attempt to use its pricing models and other 20 proprietary business information to lure away current and potential future 21 customers. (Id.). 22 In an effort to resolve any potential discovery dispute and to accommodate 23 each party’s competing needs, i.e., U.S.P.’s need for information versus West 24 American’s need to keep its competitively-sensitive information confidential, the 25 parties agreed to seek a protective order. 26 27 1 II. 2 STIPULATED PROTECTIVE ORDER 3 The Parties, by and through their respective counsel, hereby stipulate and 4 agree that, in order to facilitate the discovery process, any underwriting file 5 materials, guidelines, and related information (“Confidential Information”), if 6 produced, shall be protected according to the following terms and conditions: 7 1. West American will mark or stamp Confidential Information 8 with an appropriate designation indicating its determination that the document(s) or 9 information should be subject to this Stipulated Protective Order or, in the case of 10 deposition testimony, indicate on the record that such testimony contains 11 Confidential Information and direct the court reporter to mark or stamp the cover of 12 such transcript with an appropriate designation indicating that it is subject to this 13 Stipulated Protective Order. If any Confidential Information is used or given during 14 the course of a deposition, that portion of the deposition transcript shall be sealed 15 and stamped confidential, and access thereto shall be limited pursuant to the other 16 terms of this Stipulated Protective Order. 17 18 2. Any Confidential Information or deposition transcript, or any 19 part thereof, so designated shall not be used by any party or their counsel, or given 20 by any party or their counsel to any third party for use in any business or 21 commercial purpose or any other administrative or judicial proceeding, and the use 22 of such documents and information shall be limited to the preparation and trial of 23 the above-entitled action, including discovery, and any and all appeals and/or 24 retrials. 25 26 3. All documents, discovery responses or deposition transcripts 27 designated as containing Confidential Information may be disclosed only to: 1 a. Counsel for the parties hereto, and clerks, legal assistants, 2 secretaries, paralegals, investigators, and other persons or entities retained by 3 counsel to provide litigation-related services and the employees of said persons or 4 entities; 5 6 b. Experts, consultants and other independent contractors 7 retained or employed by counsel to consult with, advise or assist counsel in the 8 preparation or trial of this case; 9 10 c. Representatives of the parties hereto who are responsible 11 for assisting counsel in the preparation or trial of this case; 12 13 d. Persons who are being prepared by counsel to give 14 testimony at a deposition or at trial, or who are being examined by counsel at a 15 deposition and/or 16 17 e. Court personnel, including the judge, court reporters and 18 clerks engaged in proceedings necessary to the preparation for trial or the actual trial 19 of this matter. 20 21 4. If, at any time during the pendency of this action consistent with 22 the Court’s scheduling order, counsel for any party wishes to challenge another 23 party’s designation of documents or discovery responses as containing Confidential 24 Information, and exclude such documents and discovery responses from the 25 provisions of this Stipulated Protective Order, the party may proceed in compliance 26 with Local Rule 37. The parties shall first meet and confer to resolve informally any 27 disputes concerning this Stipulated Protective Order before bringing any such 1 may examine the designated material or hear the designated testimony in camera. 2 The parties are not obligated to challenge the propriety of the confidential 3 designation, and a failure to do so shall not preclude a subsequent attack on the 4 propriety of such designation. 5 6 5. With the exception of the persons identified in paragraph 3(a) 7 and (e) above, the parties shall take appropriate measures to ensure that all persons 8 permitted access to such documents under paragraph 3 of this Stipulated Protective 9 Order shall agree, prior to reviewing such documents, to be bound by the terms and 10 conditions hereof with respect to the use of such documents, and such persons shall 11 sign the agreement attached hereto as Exhibit “A.” 12 13 6. All documents designated as containing Confidential Information 14 shall be kept in secure facilities. Access to those facilities shall be permitted only to 15 those designated persons set forth in paragraph 3 of this Stipulated Protective Order 16 as properly having access thereto. 17 18 7. All documents, including deposition transcripts, containing 19 Confidential Information which are filed or lodged with the Court, shall be filed or 20 lodged in accordance with Local Rule 79-5, in a sealed envelope or other 21 appropriate sealed container on which shall be endorsed the title to the action to 22 which it pertains, an indication of the nature of the contents of such sealed envelope 23 or other container, the notation “DOCUMENT[S] SUBMITTED UNDER SEAL,” 24 and a statement substantially in the following form: 25 26 “This envelope is sealed and contains confidential 27 information filed [or lodged] in this case by [name of 1 displayed or revealed except by order of the court or 2 pursuant to stipulation of the parties to this action.” 3 The envelope or container shall not be opened without order of the 4 Court except by officers of the Court and counsel of record who, after reviewing the 5 contents, shall return them to the clerk in a sealed envelope or container. 6 8. If a party files any documents or deposition testimony containing 7 Confidential Information with the Court, it shall indicate to the Court on filing what 8 portion(s) thereof are subject to this Stipulated Protective Order, and that the pretrial 9 presentation of such Confidential Information shall be filed under seal. 10 11 9. The parties shall not offer Confidential Information as evidence 12 for any discovery-related proceeding in this action unless under appropriate court 13 order protecting its confidentiality. If either party submits Confidential Information 14 to the Court, the submission must be made in accordance and compliance with the 15 other provisions contained in this Stipulated Protective Order. 16 17 10. Nothing in this order shall prevent counsel for the parties from 18 referencing in support of oral or written legal arguments documents, deposition 19 testimony or other information designated as containing Confidential Information 20 pursuant to this Stipulated Protective Order, provided that such references do not 21 contain quoted material from such confidential materials and, if such confidential 22 materials are submitted to the court, such submission is made in accordance and 23 compliance with the other provisions contained in this Stipulated Protective Order. 24 25 11. Prior to the trial of this action, counsel for the parties shall meet 26 and confer, and attempt to agree on an appropriate form of order to submit to the 27 Court regarding the confidential status, if any, to be afforded any Confidential 1 Information which may be disclosed during the course of trial. This order does not 2 cover the use of confidential information at trial. 3 4 12. Upon the final termination of this litigation, counsel for each 5 party shall return to the other party all materials which have been designated as 6 containing Confidential Information, and shall destroy all copies which have been 7 made of, or documents prepared from such Confidential Information, and shall 8 provide counsel (upon request) with a written statement that such documents were 9 destroyed pursuant to this Stipulated Protective Order. Attorney-client 10 communications, and internal memoranda subject to the attorney work product 11 doctrine, which contain Confidential Information do not need to be destroyed, but 12 shall be secured in a manner so as to protect against inadvertent disclosure, shall be 13 kept strictly confidential, and shall remain subject to this Stipulated Protective 14 Order. 15 16 17 18 19 20 21 22 23 24 25 26 27 1 DATED: April 17, 2020 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

2

3 4 By: /s/ Scott Sveslosky

FRANK FALZETTA

5 SCOTT SVESLOSKY 6 Attorneys for Plaintiff and Counter-Defendant

WEST AMERICAN INSURANCE COMPANY

7 DATED: April 17, 2020 JONES TURNER LLP 8

9

10 By: /s/ Jeff Gesell 11 JEFF N. GESELL

WILLIAM S. HOANG

12 Attorneys for Plaintiff and Counter-Defendant 13 WEST AMERICAN INSURANCE COMPANY DATED: April 17, 2020 CASTLETON LAW GROUP 14 15

16 17 By: /s/ James B. Green

JAMES B. GREEN

18 Attorneys for Defendant, Counterclaimant and 19 Third-Party Plaintiff

U.S.P. FURNITURE CORP.

20 DATED: April 17, 2020 MULCAHY LLP 21

22

23 By: /s/ Martin Deniston 24 MARTIN K. DENISTON Attorneys for Third-Party Defendant 25

HEIGHTS INSURANCE GROUP INC.

26 D/B/A KCAL INSURANCE AGENCY

27 l The Court, having read the foregoing Stipulation and good cause appearing 2 || therefore, enters a Protective Order according to the above-terms. 3 4|/IT IS SO ORDERED: fo brnbatt~ 6 || Date: 4/24/2020 7 || | U.S. Magistrate Judge Jean P. Rosenbluth 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

1 ATTESTATION 2 Pursuant to Local Rule 5-4.3.4(a)(2)(i), I hereby attest that all signatories 3 listed above, and on whose behalf this filing is submitted, concur in the filing’s 4 content and have authorized the filing. 5 Executed this 17th day of April, 2020 at Los Angeles, California. 6

7 /s/ Scott Sveslosky 8 SCOTT SVESLOSKY 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 EXHIBIT A 2 3 UNITED STATES DISTRICT COURT 4 CENTRAL DISTRICT OF CALIFORNIA 5 6 WEST AMERICAN INSURANCE Case No. 2:19-cv-08413 RGK-JPRx

COMPANY,

7 Plaintiff, 8 DECLARATION OF ____ v. CONFIRMING COMPLIANCE WITH 9 PROTECTIVE ORDER

U.S.P. FURNITURE CORP.,

10 Defendant. 11 12 13

AND RELATED COUNTERCLAIM

14 AND THIRD-PARTY CLAIM

15 I, ____________________, declare the following: 16 1. I have read and I understand the Stipulated Protective Order 17 entered in West American Insurance Company v. U.S.P. Furniture Corp., United 18 States District Court, Central District of California, Case No. 2:19-cv-08413 RGK- 19 JPRx, and I agree to be bound by its terms. 20 21 2. In addition, I consent to the jurisdiction of the Central District 22 Court of California with respect to any actions of any kind whatsoever relative to the 23 enforcement of the Stipulated Protective Order, recognizing that in doing so I 24 subject myself to the full powers of that Court, including the power of imposing 25 sanctions for contempt. 26 27 1 3. My address is : ___________________________ 2 ___________________________ 3 ___________________________ 4 5 4. My telephone number is: __________________. 6 7 I declare under penalty of perjury under the laws of the United States of 8 America that the foregoing is true and correct. 9 Executed on _______, 2020, at ______________, State of _________. 10 _______________________________ __ 11 By:

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