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7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 TEAMLAB INC., a Japanese 11 corporation, Case No. 2:19-cv-06906-VAP-GJS

12 Plaintiff, [PROPOSED] STIPULATED 13 vs. PROTECTIVE ORDER

14 MUSEUM OF DREAM SPACE, LLC, a California limited liability 15 company, and DAHOOO AMERICAN CORPORATION, an 16 Illinois corporation,

17 Defendants.

18 19 Upon consideration of the Stipulated Protective Order, dated May 21, 2020, 20 between plaintiff teamLab Inc. and defendants Museum of Dream Space, LLC and 21 Dahooo American Corporation, and finding good cause thereon, 22 IT IS HEREBY ORDERED that the terms of the Stipulated Protective Order 23 shall govern the handling and disclosure of documents, things, and information 24 produced in this action as follows: 25 26 1. A. PURPOSES AND LIMITATIONS 27 Discovery in this action is likely to involve production of confidential, 1 disclosure and from use for any purpose other than prosecuting this litigation may 2 be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 3 enter the following Stipulated Protective Order. The parties acknowledge that this 4 Order does not confer blanket protections on all disclosures or responses to 5 discovery and that the protection it affords from public disclosure and use extends 6 only to the limited information or items that are entitled to confidential treatment 7 under the applicable legal principles. 8 B. GOOD CAUSE STATEMENT 9 This action is likely to involve trade secrets, customer data, and other 10 valuable research, development, commercial, financial, technical and/or proprietary 11 information for which special protection from public disclosure and from use for 12 any purpose other than prosecution of this action is warranted. Such confidential 13 and proprietary materials and information may consist of, among other things, 14 confidential business or financial information, information regarding confidential 15 business practices, or other confidential research, development, or commercial 16 information (including information implicating privacy rights of third parties), 17 information otherwise generally unavailable to the public, or which may be 18 privileged or otherwise protected from disclosure under state or federal statutes, 19 court rules, case decisions, or common law. Accordingly, to expedite the flow of 20 information, to facilitate the prompt resolution of disputes over confidentiality of 21 discovery materials, to adequately protect information the parties are entitled to keep 22 confidential, to ensure that the parties are permitted reasonable necessary uses of 23 such material in preparation for and in the conduct of trial, to address their handling 24 at the end of the litigation, and serve the ends of justice, a protective order for such 25 information is justified in this matter. It is the intent of the parties that information 26 will not be designated as confidential for tactical reasons and that nothing be so 27 designated without a good faith belief that it has been maintained in a confidential, 1 non-public manner, and there is good cause why it should not be part of the public 2 record of this case. 3 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL 4 The parties further acknowledge, as set forth in Section 12.3, below, that this 5 Stipulated Protective Order does not entitle them to file confidential information 6 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 7 and the standards that will be applied when a party seeks permission from the court 8 to file material under seal. 9 There is a strong presumption that the public has a right of access to judicial 10 proceedings and records in civil cases. In connection with non-dispositive motions, 11 good cause must be shown to support a filing under seal. See Kamakana v. City and 12 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 13 Corp., 307 F.3d 1206, 1210–11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, 14 Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders 15 require good cause showing), and a specific showing of good cause or compelling 16 reasons with proper evidentiary support and legal justification, must be made with 17 respect to Protected Material that a party seeks to file under seal. The parties’ mere 18 designation of Disclosure or Discovery Material as CONFIDENTIAL does not— 19 without the submission of competent evidence by declaration, establishing that the 20 material sought to be filed under seal qualifies as confidential, privileged, or 21 otherwise protectable—constitute good cause. 22 Further, if a party requests sealing related to a dispositive motion or trial, then 23 compelling reasons, not only good cause, for the sealing must be shown, and the 24 relief sought shall be narrowly tailored to serve the specific interest to be protected. 25 See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677–79 (9th Cir. 2010). For 26 each item or type of information, document, or thing sought to be filed or introduced 27 under seal in connection with a dispositive motion or trial, the party seeking 1 justification, for the requested sealing order. Again, competent evidence supporting 2 the application to file documents under seal must be provided by declaration. 3 Any document that is not confidential, privileged, or otherwise protectable in 4 its entirety will not be filed under seal if the confidential portions can be redacted. 5 If documents can be redacted, then a redacted version for public viewing, omitting 6 only the confidential, privileged, or otherwise protectable portions of the document, 7 shall be filed. Any application that seeks to file documents under seal in their 8 entirety should include an explanation of why redaction is not feasible. 9 2. DEFINITIONS 10 2.1 Action: the case captioned Teamlab Inc. v. Museum of Dream Space, 11 LLC et al, 19-cv-06906-VAP-GJS (C.D. Cal. 2019). 12 2.2 Challenging Party: a Party or Non-Party that challenges the 13 designation of information or items under this Order. 14 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 15 how it is generated, stored or maintained) or tangible things that qualify for 16 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 17 the Good Cause Statement. 18 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 19 their support staff). 20 2.5 Designating Party: a Party or Non-Party that designates information or 21 items that it produces in disclosures or in responses to discovery as 22 “CONFIDENTIAL.” 23 2.6 Disclosure or Discovery Material: all items or information, regardless 24 of the medium or manner in which it is generated, stored, or maintained (including, 25 among other things, testimony, transcripts, and tangible things), that are produced or 26 generated in disclosures or responses to discovery in this matter. 27 2.7 Expert: a person with specialized knowledge or experience in a matter 1 an expert witness or as a consultant in this Action. 2 2.8 House Counsel: attorneys who are employees of a party to this Action. 3 House Counsel does not include Outside Counsel of Record or any other outside 4 counsel. 5 2.9 Non-Party: any natural person, partnership, corporation, association or 6 other legal entity not named as a Party to this action. 7 2.10 Outside Counsel of Record: attorneys who are not employees of a 8 party to this Action but are retained to represent or advise a party to this Action and 9 have appeared in this Action on behalf of that party or are affiliated with a law firm 10 that has appeared on behalf of that party, and includes support staff. 11 2.11 Party: any party to this Action, including all of its officers, directors, 12 employees, consultants, retained experts, and Outside Counsel of Record (and their 13 support staffs). 14 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 15 Discovery Material in this Action. 16 2.13 Professional Vendors: persons or entities that provide litigation 17 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 18 demonstrations, and organizing, storing, or retrieving data in any form or medium) 19 and their employees and subcontractors. 20 2.14 Protected Material: any Disclosure or Discovery Material that is 21 designated as “CONFIDENTIAL.” 22 2.15 Receiving Party: a Party that receives Disclosure or Discovery 23 Material from a Producing Party. 3. SCOPE 24 The protections conferred by this Stipulation and Order cover not only 25 Protected Material (as defined above), but also (1) any information copied or 26 extracted from Protected Material; (2) all copies, excerpts, summaries, or 27 1 compilations of Protected Material; and (3) any testimony, conversations, or 2 presentations by Parties or their Counsel that might reveal Protected Material. 3 Any use of Protected Material at trial shall be governed by the orders of the 4 trial judge. This Order does not govern the use of Protected Material at trial. 5 4. DURATION 6 FINAL DISPOSITION of the action is defined as the conclusion of any 7 appellate proceedings, or, if no appeal is taken, when the time for filing of an appeal 8 has run. Except as set forth below, the terms of this protective order apply through 9 FINAL DISPOSITION of the action. The parties may stipulate that the they will be 10 contractually bound by the terms of this agreement beyond FINAL DISPOSITION, 11 but will have to file a separate action for enforcement of the agreement once all 12 proceedings in this case are complete. 13 Once a case proceeds to trial, information that was designated as 14 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 15 as an exhibit at trial becomes public and will be presumptively available to all 16 members of the public, including the press, unless compelling reasons supported by 17 specific factual findings to proceed otherwise are made to the trial judge in advance 18 of the trial. See Kamakana, 447 F.3d at 1180–81 (distinguishing “good cause” 19 showing for sealing documents produced in discovery from “compelling reasons” 20 standard when merits-related documents are part of court record). Accordingly, for 21 such materials, the terms of this protective order do not extend beyond the 22 commencement of the trial. 23 5. DESIGNATING PROTECTED MATERIAL 24 5.1 Exercise of Restraint and Care in Designating Material for Protection. 25 Each Party or Non-Party that designates information or items for protection under 26 this Order must take care to limit any such designation to specific material that 27 qualifies under the appropriate standards. The Designating Party must designate for 1 communications that qualify so that other portions of the material, documents, items 2 or communications for which protection is not warranted are not swept unjustifiably 3 within the ambit of this Order. 4 Mass, indiscriminate or routinized designations are prohibited. Designations 5 that are shown to be clearly unjustified or that have been made for an improper 6 purpose (e.g., to unnecessarily encumber the case development process or to impose 7 unnecessary expenses and burdens on other parties) may expose the Designating 8 Party to sanctions. 9 If it comes to a Designating Party’s attention that information or items that it 10 designated for protection do not qualify for protection, that Designating Party must 11 promptly notify all other Parties that it is withdrawing the inapplicable designation. 12 5.2 Manner and Timing of Designations. Except as otherwise provided in 13 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 14 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 15 under this Order must be clearly so designated before the material is disclosed or 16 produced. 17 Designation in conformity with this Order requires: 18 (a) for information in documentary form (e.g., paper or electronic 19 documents, but excluding transcripts of depositions or other pretrial or trial 20 proceedings), that the Producing Party affix at a minimum, the legend 21 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 22 contains protected material. If only a portion of the material on a page qualifies for 23 protection, the Producing Party also must clearly identify the protected portion(s) 24 (e.g., by making appropriate markings in the margins). 25 A Party or Non-Party that makes original documents available for inspection 26 need not designate them for protection until after the inspecting Party has indicated 27 which documents it would like copied and produced. During the inspection and 1 deemed “CONFIDENTIAL.” After the inspecting Party has identified the 2 documents it wants copied and produced, the Producing Party must determine which 3 documents, or portions thereof, qualify for protection under this Order. Then, 4 before producing the specified documents, the Producing Party must affix the 5 “CONFIDENTIAL legend” to each page that contains Protected Material. If only a 6 portion of the material on a page qualifies for protection, the Producing Party also 7 must clearly identify the protected portion(s) (e.g., by making appropriate markings 8 in the margins). 9 (b) for testimony given in depositions, that the Designating Party identify 10 the protected material on the record, before the close of the deposition. 11 (c) for information produced in some form other than documentary and 12 for any other tangible items, that the Producing Party affix in a prominent place on 13 the exterior of the container or containers in which the information is stored the 14 legend “CONFIDENTIAL.” If only a portion or portions of the information 15 warrants protection, the Producing Party, to the extent practicable, shall identify the 16 protected portion(s). 17 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 18 failure to designate qualified information or items does not, standing alone, waive 19 the Designating Party’s right to secure protection under this Order for such material. 20 Upon timely correction of a designation, the Receiving Party must make reasonable 21 efforts to assure that the material is treated in accordance with the provisions of this 22 Order. 23 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 24 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 25 designation of confidentiality at any time that is consistent with the Court’s 26 Scheduling Order. 27 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 1 6.3 The burden of persuasion in any such challenge proceeding shall be on 2 the Designating Party. Frivolous challenges, and those made for an improper 3 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 4 parties) may expose the Challenging Party to sanctions. Unless the Designating 5 Party has waived or withdrawn the confidentiality designation, all parties shall 6 continue to afford the material in question the level of protection to which it is 7 entitled under the Producing Party’s designation until the Court rules on the 8 challenge. 9 7. ACCESS TO AND USE OF PROTECTED MATERIAL 10 7.1 Basic Principles. A Receiving Party may use Protected Material that is 11 disclosed or produced by another Party or by a Non-Party in connection with this 12 Action only for prosecuting, defending or attempting to settle this Action. Such 13 Protected Material may be disclosed only to the categories of persons and under the 14 conditions described in this Order. When the Action has been terminated, a 15 Receiving Party must comply with the provisions of section 13 below (FINAL 16 DISPOSITION). 17 Protected Material must be stored and maintained by a Receiving Party at a 18 location and in a secure manner that ensures that access is limited to the persons 19 authorized under this Order. 20 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 21 otherwise ordered by the court or permitted in writing by the Designating Party, a 22 Receiving Party may disclose any information or item designated 23 “CONFIDENTIAL” only to: 24 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 25 well as employees of said Outside Counsel of Record to whom it is reasonably 26 necessary to disclose the information for this Action; 27 (b) the officers, directors, and employees (including House Counsel) of 1 (c) Experts (as defined in this Order) of the Receiving Party to whom 2 disclosure is reasonably necessary for this Action and who have signed the 3 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 4 (d) the court and its personnel; 5 (e) court reporters and their staff; 6 (f) professional jury or trial consultants, mock jurors, and Professional 7 Vendors to whom disclosure is reasonably necessary for this Action and who have 8 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (g) the author or recipient of a document containing the information or a 10 custodian or other person who otherwise possessed or knew the information; 11 (h) during their depositions, witnesses, and attorneys for witnesses, in the 12 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 13 requests that the witness sign the “Acknowledgment and Agreement to Be Bound” 14 (Exhibit A); and (2) they will not be permitted to keep any confidential information 15 unless they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), 16 unless otherwise agreed by the Designating Party or ordered by the court. Pages of 17 transcribed deposition testimony or exhibits to depositions that reveal Protected 18 Material may be separately bound by the court reporter and may not be disclosed to 19 anyone except as permitted under this Stipulated Protective Order; and 20 (i) any mediator or settlement officer, and their supporting personnel, 21 mutually agreed upon by any of the parties engaged in settlement discussions. 22 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 23 IN OTHER LITIGATION 24 If a Party is served with a subpoena or a court order issued in other litigation 25 that compels disclosure of any information or items designated in this Action as 26 “CONFIDENTIAL,” that Party must: 27 (a) promptly notify in writing the Designating Party. Such notification 1 (b) promptly notify in writing the party who caused the subpoena or order 2 to issue in the other litigation that some or all of the material covered by the 3 subpoena or order is subject to this Stipulated Protective Order. Such notification 4 shall include a copy of this Stipulated Protective Order; and 5 (c) cooperate with respect to all reasonable procedures sought to be 6 pursued by the Designating Party whose Protected Material may be affected. 7 If the Designating Party timely seeks a protective order, the Party served with 8 the subpoena or court order shall not produce any information designated in this 9 action as “CONFIDENTIAL” before a determination by the court from which the 10 subpoena or order issued, unless the Party has obtained the Designating Party’s 11 permission. The Designating Party shall bear the burden and expense of seeking 12 protection in that court of its confidential material and nothing in these provisions 13 should be construed as authorizing or encouraging a Receiving Party in this Action 14 to disobey a lawful directive from another court. 15 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 16 PRODUCED IN THIS LITIGATION 17 (a) The terms of this Stipulated Protective Order are applicable to 18 information produced by a Non-Party in this Action and designated as 19 “CONFIDENTIAL.” Such information produced by Non-Parties in connection with 20 this litigation is protected by the remedies and relief provided by this Stipulated 21 Protective Order. Nothing in these provisions should be construed as prohibiting a 22 Non-Party from seeking additional protections. 23 (b) In the event that a Party is required, by a valid discovery request, to 24 produce a Non-Party’s confidential information in its possession, and the Party is 25 subject to an agreement with the Non-Party not to produce the Non-Party’s 26 confidential information, then the Party shall: 27 (1) promptly notify in writing the Requesting Party and the Non-Party 1 agreement with a Non-Party; 2 (2) promptly provide the Non-Party with a copy of the Stipulated 3 Protective Order in this Action, the relevant discovery request(s), and a reasonably 4 specific description of the information requested; and 5 (3) make the information requested available for inspection by the 6 Non-Party, if requested. 7 (c) If the Non-Party fails to seek a protective order from this court within 8 14 days of receiving the notice and accompanying information, the Receiving Party 9 may produce the Non-Party’s confidential information responsive to the discovery 10 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 11 not produce any information in its possession or control that is subject to the 12 confidentiality agreement with the Non-Party before a determination by the court. 13 Absent a court order to the contrary, the Non-Party shall bear the burden and 14 expense of seeking protection in this court of its Protected Material. 15 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 16 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 17 Protected Material to any person or in any circumstance not authorized under this 18 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 19 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 20 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 21 persons to whom unauthorized disclosures were made of all the terms of this Order, 22 and (d) request such person or persons to execute the “Acknowledgment and 23 Agreement to Be Bound” that is attached hereto as Exhibit A. 24 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 25 PROTECTED MATERIAL 26 When a Producing Party gives notice to Receiving Parties that certain 27 inadvertently produced material is subject to a claim of privilege or other protection, 1 Procedure 26(b)(5)(B). This provision is not intended to modify whatever 2 procedure may be established in an e-discovery order that provides for production 3 without prior privilege review. Pursuant to Federal Rule of Evidence 502(d) and 4 (e), insofar as the parties reach an agreement on the effect of disclosure of a 5 communication or information covered by the attorney-client privilege or work 6 product protection, the parties may incorporate their agreement in the stipulated 7 protective order submitted to the court. 8 12. MISCELLANEOUS 9 12.1 Right to Further Relief. Nothing in this Stipulated Protective Order 10 abridges the right of any person to seek its modification by the Court in the future. 11 12.2 Right to Assert Other Objections. By stipulating to the entry of this 12 Stipulated Protective Order, no Party waives any right it otherwise would have to 13 object to disclosing or producing any information or item on any ground not 14 addressed in this Stipulated Protective Order. Similarly, no Party waives any right 15 to object on any ground to use in evidence of any of the material covered by this 16 Stipulated Protective Order. 17 12.3 Filing Protected Material. A Party that seeks to file under seal any 18 Protected Material must comply with Local Civil Rule 79-5. Protected Material 19 may only be filed under seal pursuant to a court order authorizing the sealing of the 20 specific Protected Material at issue. If a Party’s request to file Protected Material 21 under seal is denied by the court, then the Receiving Party may file the information 22 in the public record unless otherwise instructed by the court. 23 13. FINAL DISPOSITION 24 After the final disposition of this Action, as defined in paragraph 4, within 60 25 days of a written request by the Designating Party, each Receiving Party must return 26 all Protected Material to the Producing Party or destroy such material. As used in 27 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 1 Material. Whether the Protected Material is returned or destroyed, the Receiving 2 Party must submit a written certification to the Producing Party (and, if not the same 3 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 4 (by category, where appropriate) all the Protected Material that was returned or 5 destroyed and (2) affirms that the Receiving Party has not retained any copies, 6 abstracts, compilations, summaries or any other format reproducing or capturing any 7 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 8 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 9 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 10 reports, attorney work product, and consultant and expert work product, even if such 11 materials contain Protected Material. Any such archival copies that contain or 12 constitute Protected Material remain subject to this Stipulated Protective Order as 13 set forth in Section 4 (DURATION). 14 [CONTINUED ON NEXT PAGE]

15 16 17 18 19 20 21 22 23 24 25 26 27 1 || 14. VIOLATION 2 |} Any violation of this Order may be punished by appropriate measures including, 3 || without limitation, contempt proceedings and/or monetary sanctions. 4 5 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 6 || DATED: May 21, 2020 7 /s/Scott J. Shoulder 8 || /s/Nancy E. Wolff 9 Attorneys for Plaintiff 10 11 || DATED: May 21, 2020 12 || /s/John M. Griem, Jr. 13 Attorneys for Defendants 14 15 6 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

7 DATED: May 22, 2020

18 Uva 19 20 || GAILJ.STANDISH > UNITED STATES MAGISTRATE JUDGE 22 23 24 25 26 27 28

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 Teamlab Inc. v. Museum of Dream Space, LLC et al, 19-cv- 8 06906-VAP-GJS (C.D. Cal. 2019). I agree to comply with and to be bound by all 9 the terms of this Stipulated Protective Order and I understand and acknowledge that 10 failure to so comply could expose me to sanctions and punishment in the nature of 11 contempt. I solemnly promise that I will not disclose in any manner any 12 information or item that is subject to this Stipulated Protective Order to any person 13 or entity except in strict compliance with the provisions of this Order. 14 I further agree to submit to the jurisdiction of the United States District Court for the 15 Central District of California for enforcing the terms of this Stipulated Protective 16 Order, even if such enforcement proceedings occur after termination of this action. 17 I hereby appoint __________________________ [print or type full name] of 18 _______________________________________ [print or type full address and 19 telephone number] as my California agent for service of process in connection with 20 this action or any proceedings related to enforcement of this Stipulated Protective 21 Order. 22 23 Date: ______________________________________ 24 City and State where sworn and signed: _________________________________ 25 26 Printed name: _______________________________ 27 Signature: __________________________________