1 See paragraph added at end of Section VIII. 2 3 4 5 6 7 8 9 10 UNITED STATES DISTRICT COURT 11 CENTRAL DISTRICT OF CALIFORNIA 12 13 WILLIAM MORRIS ENDEAVOR CASE NO. 2:19-cv-05465-AB-AFM ENTERTAINMENT, LLC, et al., 14 Plaintiffs and Counterclaim-Defendants, [REVISED PROPOSED] 15 PROTECTIVE ORDER v. SUBMITTED PURSUANT TO 16 COURT’S ORDER, ECF NO. 125

WRITERS GUILD OF AMERICA,

17 WEST, INC., et al., 18 Defendants and Counterclaimants, 19 and PATRICIA CARR, et al., 20 Counterclaimants. 21 22 23 24 25 26 27 28 1 The Court having reviewed Plaintiffs and Counterclaim-Defendants’ United 2 Talent Agency, LLC, Creative Artist Agency, LLC, and William Morris Endeavor 3 Entertainment, LLC’s Motion for Entry of Protective Order in the above-titled 4 action, and good cause appearing, IT IS HEREBY ORDERED as follows: 5 6 I. A. PURPOSES AND LIMITATIONS 7 Discovery in this action is likely to involve production of confidential, 8 proprietary or private information for which special protection from public 9 disclosure and from use for any purpose other than prosecuting this litigation may 10 be warranted. Additionally, because several parties in this case either (i) are direct 11 industry competitors; (ii) are direct negotiating adversaries in the dispute giving 12 rise to the subject matter of this lawsuit; (iii) directly negotiate with direct industry 13 non-party competitors of parties to this lawsuit; or (iv) directly negotiate with 14 direct industry non-party entities who contract with parties to this lawsuit, 15 discovery is likely to yield material that stands to cause substantial economic harm 16 to producing parties or to non-parties if disclosed beyond the limitations set forth 17 here. Accordingly, the parties hereby stipulate to and petition the Court to enter 18 the following Stipulated Protective Order. The parties acknowledge that this Order 19 does not confer blanket protections on all disclosures or responses to discovery and 20 that the protection it affords from public disclosure and use extends only to the 21 limited information or items that are entitled to confidential treatment under the 22 applicable legal principles. 23 A. GOOD CAUSE STATEMENT 24 This action is likely to involve trade secrets, client lists and other valuable 25 commercial, financial, and/or proprietary information for which special protection 26 from public, and, in some cases, inter-party, disclosure and from use for any 27 purpose other than prosecution of this action is warranted. Such confidential and 28 proprietary materials and information consist of, among other things, confidential 1 business or financial information, information regarding confidential business 2 practices, or other confidential information (including information implicating 3 privacy rights of third parties), information otherwise generally unavailable to the 4 public, or which may be privileged or otherwise protected from disclosure under 5 state or federal statutes, court rules, case decisions, or common law. 6 Accordingly, to expedite the flow of information, to facilitate the prompt 7 resolution of disputes over confidentiality of discovery materials, to adequately 8 protect information the parties are entitled to keep confidential, to ensure that the 9 parties are permitted reasonable necessary uses of such material in preparation for 10 and in the conduct of trial, to address their handling at the end of the litigation, and 11 serve the ends of justice, a protective order for such information is justified in this 12 matter. It is the intent of the parties that information will not be designated as 13 confidential or for attorneys’ eyes only or for outside counsel’s eyes only for 14 tactical reasons and that nothing be so designated without a good faith belief that it 15 has been maintained in a confidential, non-public manner, and there is good cause 16 why it should not be part of the public record of this case. 17 B. ACKNOWLEDGMENT OF PROCEDURE FOR FILING 18 UNDER SEAL 19 The parties further acknowledge, as set forth in Section 12.3, below, that this 20 Stipulated Protective Order does not entitle them to file confidential information 21 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 22 and the standards that will be applied when a party seeks permission from the court 23 to file material under seal. 24 There is a strong presumption that the public has a right of access to judicial 25 proceedings and records in civil cases. In connection with non-dispositive motions, 26 good cause must be shown to support a filing under seal. See Kamakana v. City 27 and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 28 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 1 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective 2 orders require good cause showing), and a specific showing of good cause or 3 compelling reasons with proper evidentiary support and legal justification, must be 4 made with respect to Protected Material that a party seeks to file under seal. The 5 parties’ mere designation of Disclosure or Discovery Material as 6 CONFIDENTIAL or ATTORNEYS’ EYES ONLY or OUTSIDE COUNSEL’S 7 EYES ONLY does not—without the submission of competent evidence by 8 declaration, establishing that the material sought to be filed under seal qualifies as 9 confidential, privileged, for attorneys’ eyes only, for outside counsel’s eyes only, 10 or otherwise protectable—constitute good cause. 11 Further, if a party requests sealing related to a dispositive motion or trial, 12 then compelling reasons, not only good cause, for the sealing must be shown, and 13 the relief sought shall be narrowly tailored to serve the specific interest to be 14 protected. See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 15 2010). For each item or type of information, document, or thing sought to be filed 16 or introduced under seal in connection with a dispositive motion or trial, the party 17 seeking protection must articulate compelling reasons, supported by specific facts 18 and legal justification, for the requested sealing order. Again, competent evidence 19 supporting the application to file documents under seal must be provided by 20 declaration. 21 Any document that is not confidential, privileged, for attorneys’ eyes only, 22 for outside counsel’s eyes only, or otherwise protectable in its entirety will not be 23 filed under seal if the confidential portions can be redacted. If documents can be 24 redacted, then a redacted version for public viewing, omitting only the 25 confidential, privileged, for attorneys’ eyes only, for outside counsel’s eyes only, 26 or otherwise protectable portions of the document, shall be filed. Any application 27 that seeks to file documents under seal in their entirety should include an 28 explanation of why redaction is not feasible. 1 II. DEFINITIONS 2 A. “Action”: William Morris Endeavor Entertainment, LLC, et al. 3 v. Writers Guild of America, West, Inc. et al., 2:19-cv-05465-AB-AFM 4 (C.D. Cal.). 5 B. “Agencies”: the Plaintiffs and Counterclaim Defendants. 6 C. “Attorneys’ Eyes Only” or “AEO” Information or Items: 7 information (regardless of how it is generated, stored or maintained) or 8 tangible things that qualify as “Confidential Information” as defined below 9 and whose disclosure additionally meets criteria set forth infra. 10 D. “Outside Counsel’s Eyes Only” or “OCEO” Information or 11 Items: information (regardless of how it is generated, stored or maintained) 12 or tangible things that qualify as “Confidential Information” as defined 13 below and whose disclosure additionally meets criteria set forth infra. 14 E. “Challenging Party”: a Party or Non-Party that challenges the 15 designation of information or items under this Order. 16 F. “CONFIDENTIAL” Information or Items: information 17 (regardless of how it is generated, stored or maintained) or tangible things 18 that qualify for protection under Federal Rule of Civil Procedure 26(c), and 19 as specified above in the Good Cause Statement. 20 G. “Counsel”: Outside Counsel of Record and House Counsel (as 21 well as their support staff). 22 H. [DELETED] 23 I. “Designating Party”: a Party or Non-Party that designates 24 information or items that it produces in disclosures or in responses to 25 discovery as “CONFIDENTIAL” and/or “AEO” and/or “OCEO.” 26 J. “Disclosure or Discovery Material”: all items or information, 27 regardless of the medium or manner in which it is generated, stored, or 28 maintained (including, among other things, testimony, transcripts, and 1 tangible things), that are produced or generated in disclosures or responses 2 to discovery in this matter. 3 K. “Expert”: a person with specialized knowledge or experience 4 in a matter pertinent to the litigation who has been retained by a Party or its 5 counsel to serve as an expert witness or as a consultant in this Action. 6 Expert is further deemed to include all employees of Expert’s firm who are 7 assisting the Expert in this Action. 8 L. “Guilds”: Writers Guild of America, West and Writers Guild 9 of America, East. 10 M. “House Counsel: attorneys who are employees of a party to 11 this Action or who serve (or have served) as General Counsel to a party to 12 this Action. House Counsel does not include Outside Counsel of Record or 13 any other outside counsel, so long as such counsel has not, or does not, serve 14 as General Counsel to a party to this Action. 15 N. “Non-Party”: any natural person, partnership, corporation, 16 association or other legal entity not named as a Party to this action. 17 O. “Outside Counsel of Record”: attorneys who are not 18 employees of a party to this Action but are retained to represent or advise a 19 party to this Action and have appeared in this Action on behalf of that party 20 or are affiliated with a law firm that has appeared on behalf of that party, and 21 includes support staff with the exception of anyone who qualifies as House 22 Counsel. 23 P. “Party”: any party to this Action, including all of its officers, 24 directors, employees, consultants, retained experts, and Outside Counsel of 25 Record (and their support staffs). 26 Q. “Producing Party”: a Party or Non-Party that produces 27 Disclosure or Discovery Material in this Action. 28 1 R. “Professional Vendors”: persons or entities that provide 2 litigation support services (e.g., photocopying, videotaping, translating, 3 preparing exhibits or demonstrations, and organizing, storing, or retrieving 4 data in any form or medium) and their employees and subcontractors. 5 S. “Protected Material”: any Disclosure or Discovery Material 6 that is designated as “CONFIDENTIAL” and/or “AEO” and/or “OCEO.” 7 T. “Receiving Party”: a Party that receives Disclosure or 8 Discovery Material from a Producing Party. 9 III. DEFINITION OF AEO INFORMATION AND OCEO 10 INFORMATION 11 AEO Information. AEO Information is information (regardless of how it is 12 generated, stored or maintained) or tangible things that qualify as “Confidential 13 Information” as defined above and whose disclosure to anyone other than Counsel 14 has a substantial possibility of compromising and/or jeopardizing any of the 15 following: (i) the Producing Party’s competitive business interests; (ii) Producing 16 Party’s negotiating position or ability to formulate and implement a future 17 negotiation strategy with respect to any of the Receiving Parties in this case, any 18 non-party competitors, or any non-party Studios; or (iii) the competitive or privacy 19 interests of the clients or members of any Party in this case. 20 For the avoidance of doubt, any information designated as AEO must meet 21 the threshold “substantial possibility” standard above. 22 OCEO Information. OCEO Information is information (regardless of how 23 it is generated, stored or maintained) or tangible things that qualify as 24 “Confidential Information” as defined above and which is particularly sensitive 25 and whose disclosure to anyone other than Outside Counsel is highly likely to 26 compromise and/or jeopardize any of the following: (i) the Producing Party’s 27 competitive business interests; (ii) the Producing Party’s negotiating position or 28 ability to formulate and implement a future negotiation strategy with respect to any 1 of the Receiving Parties in this case, any non-party competitors, or any non-party 2 Studios; or (iii) the competitive or privacy interests of the clients or members of 3 any Party in this case.. 4 For the avoidance of doubt, any information designated as OCEO must meet 5 the threshold “high likelihood” standard above. 6 In addition, as to the Agencies, and subject to the threshold “high 7 likelihood” standard, the material to be designated as OCEO may include but is not 8 limited to the categories below. For the avoidance of doubt, by enumerating the 9 categories below, the Agencies do not take the position that each document that 10 falls within one of the categories below would warrant an OCEO designation: 11 1. Documents reflecting an Agency’s negotiating strategy or positions 12 with respect to the Guilds in the subject matter of this lawsuit; 13 2. Business or proprietary information that is not publicly known and 14 that, if disclosed to anyone other than Outside Counsel, would either 15 confer a competitive advantage or cause substantial harm to an 16 Agency’s clients. 17 3. Catchall Provision: Should any Agency seek to classify as OCEO 18 greater than 25 documents that do not fit in the categories above, the 19 Agency will notify the Guilds at least 1 week in advance of 20 production with a good-faith description of the nature of the 21 documents and the basis for OCEO designation. 22 In addition, as to the Guilds, and subject to the threshold “high likelihood” 23 standard, the material to be designated as OCEO may include but is not limited to: 24 1. Documents reflecting a Guild’s negotiating strategy or positions with 25 respect to the Agencies in the subject matter of this lawsuit; 26 2. Catchall Provision: Should a Guild seek to classify as OCEO greater 27 than 25 documents that do not fit in the categories above, to the extent 28 practicable, the Guild will notify the Agencies at least 1 week in 1 advance of production with a good-faith description of the nature of 2 the documents and the basis for OCEO designation. 3 IV. SCOPE 4 The protections conferred by this Stipulation and Order cover not only 5 Protected Material (as defined above), but also (1) any information copied or 6 extracted from Protected Material; (2) all copies, excerpts, summaries, or 7 compilations of Protected Material; and (3) any testimony, conversations, or 8 presentations by Parties or their Counsel that might reveal Protected Material. 9 Any use of Protected Material at trial shall be governed by the orders of the 10 trial judge. This Order does not govern the use of Protected Material at trial. 11 V. DURATION 12 Even after final disposition of this litigation, the confidentiality and non- 13 disclosure obligations imposed by this Order shall remain in effect until a 14 Designating Party agrees otherwise in writing or a court order otherwise directs. 15 Final disposition shall be deemed to be the later of (1) dismissal of all claims and 16 defenses in this Action, with or without prejudice; and (2) final judgment herein 17 after the completion and exhaustion of all appeals, rehearings, remands, trials, or 18 reviews of this Action, including the time limits for filing any motions or 19 applications for extension of time pursuant to applicable law. 20 VI. DESIGNATING PROTECTED MATERIAL 21 A. Exercise of Restraint and Care in Designating Material for 22 Protection. Each Party or Non-Party that designates information or items 23 for protection under this Order must take care to limit any such designation 24 to specific material that qualifies under the appropriate standards. The 25 Designating Party must designate for protection only those parts of material, 26 documents, items or oral or written communications that qualify so that 27 other portions of the material, documents, items or communications for 28 1 which protection is not warranted are not swept unjustifiably within the 2 ambit of this Order. 3 Mass, indiscriminate or routinized designations are prohibited. Designations 4 that are shown to be clearly unjustified or that have been made for an improper 5 purpose (e.g., to unnecessarily encumber the case development process or to 6 impose unnecessary expenses and burdens on other parties) may expose the 7 Designating Party to sanctions. The Parties further agree to the redaction protocol 8 set forth infra. 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 B. Manner and Timing of Designations. Except as otherwise 13 provided in this Order (see, e.g., second paragraph of section 5.2(a) below), 14 or as otherwise stipulated or ordered, Disclosure or Discovery Material that 15 qualifies for protection under this Order must be clearly so designated before 16 the material is disclosed or produced. 17 Designation in conformity with this Order requires: 18 1. for information in documentary form (e.g., paper or 19 electronic documents, including written discovery responses such as 20 interrogatory responses or requests for admissions, but excluding transcripts 21 of depositions or other pretrial or trial proceedings), that the Producing Party 22 affix at a minimum, the legend “CONFIDENTIAL” and/or “AEO” and/or 23 “OCEO” (hereinafter “CONFIDENTIAL legend” and “AEO Legend” and 24 “OCEO Legend”), to each page that contains protected material. If only a 25 portion of the material on a page qualifies for protection, the Producing 26 Party also must clearly identify the protected portion(s) (e.g., by making 27 appropriate markings in the margins). 28 1 A Party or Non-Party that makes original documents available for inspection 2 need not designate them for protection until after the inspecting Party has indicated 3 which documents it would like copied and produced. During the inspection and 4 before the designation, all of the material made available for inspection shall be 5 deemed “CONFIDENTIAL” and/or “AEO” and/or “OCEO” as necessary. After 6 the inspecting Party has identified the documents it wants copied and produced, the 7 Producing Party must determine which documents, or portions thereof, qualify for 8 protection under this Order. Then, before producing the specified documents, the 9 Producing Party must affix the “CONFIDENTIAL legend” and/or the “AEO 10 Legend” and/or the “OCEO Legend” to each page that contains Protected Material. 11 If only a portion of the material on a page qualifies for protection, the Producing 12 Party also must clearly identify the protected portion(s) (e.g., by making 13 appropriate markings in the margins). 14 2. for testimony given in depositions, that the Designating 15 Party identify the Disclosure or Discovery Material on the record or in 16 writing, before the end of the applicable time period for the deponent to 17 review the transcript and make any changes. Before the close of a 18 deposition, a Party may provisionally designate particular Disclosure or 19 Discovery Material CONFIDENTIAL and/or AEO and/or OCEO, and the 20 Disclosure or Discovery Material shall provisionally be so deemed, pending 21 the Designating Party’s review of the deposition transcript within any 22 applicable time period for review. 23 3. for information produced in some form other than 24 documentary and for any other tangible items, that the Producing Party affix 25 in a prominent place on the exterior of the container or containers in which 26 the information is stored the legend “CONFIDENTIAL” and/or “AEO” 27 and/or “OCEO.” If only a portion or portions of the information warrants 28 1 protection, the Producing Party, to the extent practicable, shall identify the 2 protected portion(s). 3 C. Inadvertent Failures to Designate. If timely corrected, an 4 inadvertent failure to designate qualified information or items does not, 5 standing alone, waive the Designating Party’s right to secure protection 6 under this Order for such material. Any correction and notice of such 7 correction shall be made in writing, accompanied by substitute copies of 8 each item of Disclosure or Discovery Material, appropriately designated. 9 Upon timely correction of a designation, the Receiving Party must make 10 reasonable efforts to assure that the material is treated in accordance with the 11 provisions of this Order. 12 VII. CHALLENGING CONFIDENTIALITY DESIGNATIONS 13 A. Timing of Challenges. Any Party may challenge a designation 14 of confidentiality or AEO or OCEO at any time that is consistent with the 15 Court’s Scheduling Order. 16 B. Meet and Confer. The Challenging Party shall initiate the 17 dispute resolution process under Local Rule 37-1 et seq. 18 C. Joint Stipulation. Any challenge submitted to the Court shall 19 be via a joint stipulation pursuant to Local Rule 37-2. 20 D. The burden of persuasion in any such challenge proceeding 21 shall be on the Designating Party. Frivolous challenges, and those made for 22 an improper purpose (e.g., to harass or impose unnecessary expenses and 23 burdens on other parties) may expose the Challenging Party to sanctions. 24 Unless the Designating Party has waived or withdrawn the confidentiality or 25 AEO or OCEO designation, all parties shall continue to afford the material 26 in question the level of protection to which it is entitled under the Producing 27 Party’s designation until the Court rules on the challenge. 28 1 VIII. ACCESS TO AND USE OF PROTECTED MATERIAL 2 A. Basic Principles. A Receiving Party may use Protected 3 Material that is disclosed or produced by another Party or by a Non-Party in 4 connection with this Action only for prosecuting, defending or attempting to 5 settle this Action. Such Protected Material may be disclosed only to the 6 categories of persons and under the conditions described in this Order. When 7 the Action has been terminated, a Receiving Party must comply with the 8 provisions of section 13 below (FINAL DISPOSITION). 9 Protected Material must be stored and maintained by a Receiving Party at a 10 location and in a secure manner that ensures that access is limited to the persons 11 authorized under this Order. 12 B. Disclosure of “CONFIDENTIAL” Information or Items. 13 Unless otherwise ordered by the court or permitted in writing by the 14 Designating Party, a Receiving Party may disclose any information or item 15 designated “CONFIDENTIAL” only to: 16 1. the Receiving Party’s Outside Counsel of Record in this 17 Action, as well as employees of said Outside Counsel of Record to whom it 18 is reasonably necessary to disclose the information for this Action; 19 2. the officers, directors, and employees (including House 20 Counsel) of the Receiving Party to whom disclosure is reasonably necessary 21 for this Action; 22 3. Experts (as defined in this Order) of the Receiving Party 23 to whom disclosure is reasonably necessary for this Action and who have 24 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 25 4. the court and its personnel; 26 5. court reporters and their staff; 27 6. professional jury or trial consultants, mock jurors, and 28 Professional Vendors to whom disclosure is reasonably necessary for this 1 Action and who have signed the “Acknowledgment and Agreement to Be 2 Bound” (Exhibit A); 3 7. the author or recipient of a document containing the 4 information or a custodian or other person who otherwise possessed or knew 5 the information; 6 8. during their depositions, witnesses, and attorneys for 7 witnesses, in the Action to whom disclosure is reasonably necessary 8 provided: (1) the deposing party requests that the witness sign the form 9 attached as Exhibit 1 hereto; and (2) they will not be permitted to keep any 10 confidential or AEO or OCEO information unless they sign the 11 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless 12 otherwise agreed by the Designating Party or ordered by the court. Pages of 13 transcribed deposition testimony or exhibits to depositions that reveal 14 Protected Material may be separately bound by the court reporter and may 15 not be disclosed to anyone except as permitted under this Stipulated 16 Protective Order; and 17 9. any mediator or settlement officer, and their supporting 18 personnel, mutually agreed upon by any of the parties engaged in settlement 19 discussions. 20 C. Disclosure of “AEO” Information or Items. Unless otherwise 21 ordered by the court or permitted in writing by the Designating Party, a 22 Receiving Party shall treat AEO Information or Items as CONFIDENTIAL 23 Information or Items subject to the restrictions set forth in Paragraph 8.2. 24 Receiving Agency (through its Outside Counsel of Record ONLY) may 25 disclose any information or item designated “AEO” only to: 26 1. the Receiving Party’s Outside Counsel of Record in this 27 Action, as well as employees of said Outside Counsel of Record to whom it 28 is reasonably necessary to disclose the information for this Action; 1 2. the Receiving Party’s House Counsel to whom disclosure 2 is reasonably necessary for this Action; 3 3. Experts (as defined in this Order) of the Receiving Party 4 to whom disclosure is reasonably necessary for this Action and who have 5 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 6 4. the court and its personnel; 7 5. court reporters and their staff; 8 6. professional jury or trial consultants, mock jurors, and 9 Professional Vendors to whom disclosure is reasonably necessary for this 10 Action and who have signed the “Acknowledgment and Agreement to Be 11 Bound” (Exhibit A); 12 7. the author or recipient of a document containing the 13 information or a custodian or other person who otherwise possessed or knew 14 the information; 15 8. during their depositions, witnesses, and attorneys for 16 witnesses, in the Action to whom disclosure is necessary provided: (1) the 17 deposing party informs the Designating Party that the AEO Information or 18 Items will be disclosed to the witness, and the deposing party requests that 19 the witness sign the form attached as Exhibit 1 hereto; and (2) witnesses, and 20 attorneys for witnesses, will not be permitted to keep any confidential or 21 AEO or OCEO information unless they sign the “Acknowledgment and 22 Agreement to Be Bound” (Exhibit A), unless otherwise agreed by the 23 Designating Party or ordered by the court. Pages of transcribed deposition 24 testimony or exhibits to depositions that reveal Protected Material may be 25 separately bound by the court reporter and may not be disclosed to anyone 26 except as permitted under this Stipulated Protective Order; and 27 28 1 9. any mediator or settlement officer, and their supporting 2 personnel, mutually agreed upon by any of the parties engaged in settlement 3 discussions. 4 D. Disclosure of “OCEO” Information or Items. Unless 5 otherwise ordered by the court or permitted in writing by the Designating 6 Party, a Receiving Party (through its Outside Counsel of Record only) may 7 disclose any information or item designated “OCEO” only to: 8 1. the Receiving Party’s Outside Counsel of Record in this 9 Action, as well as employees of said Outside Counsel of Record to whom it 10 is reasonably necessary to disclose the information for this Action; 11 2. Experts (as defined in this Order) of the Receiving Party 12 to whom disclosure is reasonably necessary for this Action and who have 13 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 3. the court and its personnel; 15 4. court reporters and their staff; 16 5. professional jury or trial consultants, mock jurors, and 17 Professional Vendors to whom disclosure is reasonably necessary for this 18 Action and who have signed the “Acknowledgment and Agreement to Be 19 Bound” (Exhibit A); 20 6. the author or recipient of a document containing the 21 information or a custodian or other person who otherwise possessed or knew 22 the information; 23 7. during their depositions, witnesses, and attorneys for 24 witnesses, in the Action to whom disclosure is necessary provided: (1) the 25 deposing party informs the Designating Party that the OCEO Information or 26 Items will be disclosed to the witness, and the deposing party requests that 27 the witness sign the form attached as Exhibit 1 hereto; and (2) they will not 28 be permitted to keep any confidential, AEO or OCEO information unless 1 they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), 2 unless otherwise agreed by the Designating Party or ordered by the court. 3 Pages of transcribed deposition testimony or exhibits to depositions that 4 reveal Protected Material may be separately bound by the court reporter and 5 may not be disclosed to anyone except as permitted under this Stipulated 6 Protective Order; and 7 8. any mediator or settlement officer, and their supporting 8 personnel, mutually agreed upon by any of the parties engaged in settlement 9 discussions. 10 11 Provided, however, that notwithstanding any language or provision in this 12 Protective Order, the Court has not yet resolved the issue whether Anthony Segal 13 and Ann Burdick can have access to OCEO documents, information or items. That 14 issue may be addressed by the Court in the future as set out in the Court’s June 24, 15 2020 order (ECF No. 125). Until that issue is resolved either by agreement 16 between the parties or by further order of the Court, Mr. Segal and Ms. Burdick 17 shall not have access to OCEO documents, information or items produced by 18 Plaintiffs. 19 20 IX. PROCEDURES REGARDING PRODUCTION OF REDACTED 21 VERSIONS OF PROTECTED MATERIAL 22 Personally Identifiable Information (“PII”). The Parties are permitted to 23 redact personally identifiable information from any document produced. PII 24 includes, but is not limited to, Social Security numbers, driver’s license numbers, 25 bank account numbers, passport numbers, phone numbers, email addresses, and 26 other highly sensitive personal information. 27 Procedure Regarding Production of Alternate Versions of AEO/OCEO 28 Material. Following production of Protected Material, and at the request of the 1 Receiving Party, the Parties agree to meet and confer in good faith to determine if 2 the Producing Party shall produce additional versions of the Protected Material 3 with AEO or OCEO portions redacted, so as to facilitate review of the nonredacted 4 portions by (as appropriate) additional personnel of the Receiving Party otherwise 5 not permitted to review such material under the AEO or OCEO restrictions set 6 forth above. 7 In requesting production of redacted versions, mass, indiscriminate or 8 routinized requests are prohibited. Frivolous requests that are shown to be clearly 9 unjustified or that have been made for an improper purpose (e.g., to unnecessarily 10 encumber the case development process or to impose unnecessary expenses and 11 burdens on other parties) may expose the requesting Party to sanctions. 12 X. PROTECTED MATERIAL SUBPOENAED OR ORDERED 13 PRODUCED IN OTHER LITIGATION 14 If a Party is served with a subpoena or a court order issued in other litigation 15 that compels disclosure of any information or items designated in this Action as 16 “CONFIDENTIAL” and/or “AEO” and/or “OCEO,” that Party must: 17 1. promptly notify in writing the Designating Party. Such 18 notification shall include a copy of the subpoena or court order; 19 2. promptly notify in writing the party who caused the 20 subpoena or order to issue in the other litigation that some or all of the 21 material covered by the subpoena or order is subject to this Protective Order. 22 Such notification shall include a copy of this Stipulated Protective Order; 23 and 24 3. cooperate with respect to all reasonable procedures 25 sought to be pursued by the Designating Party whose Protected Material 26 may be affected. 27 If the Designating Party timely seeks a protective order, the Party served 28 with the subpoena or court order shall not produce any information designated in 1 this action as “CONFIDENTIAL” and/or “AEO” and/or “OCEO” before a 2 determination by the court from which the subpoena or order issued, unless the 3 Party has obtained the Designating Party’s permission. The Designating Party shall 4 bear the burden and expense of seeking protection in that court of its confidential 5 material and nothing in these provisions should be construed as authorizing or 6 encouraging a Receiving Party in this Action to disobey a lawful directive from 7 another court. 8 XI. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 9 PRODUCED IN THIS LITIGATION 10 1. The terms of this Order are applicable to information 11 produced by a Non-Party in this Action and designated as 12 “CONFIDENTIAL” and/or “AEO” and/or “OCEO.” Such information 13 produced by Non-Parties in connection with this litigation is protected by the 14 remedies and relief provided by this Order. Nothing in these provisions 15 should be construed as prohibiting a Non-Party from seeking additional 16 protections. 17 2. In the event that a Party is required, by a valid discovery 18 request, to produce a Non-Party’s confidential information in its possession, 19 and the Party is subject to an agreement with the Non-Party not to produce 20 the Non-Party’s confidential information, then the Party shall: 21 a. promptly notify in writing the Requesting Party 22 and the Non-Party that some or all of the information requested is subject to 23 a confidentiality agreement with a Non-Party; 24 b. promptly provide the Non-Party with a copy of the 25 Stipulated Protective Order in this Action, the relevant discovery request(s), 26 and a reasonably specific description of the information requested; and 27 c. make the information requested available for 28 inspection by the Non-Party, if requested. 1 3. If the Non-Party fails to seek a protective order from this 2 court within 14 days of receiving the notice and accompanying information, 3 the Receiving Party may produce the Non-Party’s confidential information 4 responsive to the discovery request. If the Non-Party timely seeks a 5 protective order, the Receiving Party shall not produce any information in its 6 possession or control that is subject to the confidentiality agreement with the 7 Non-Party before a determination by the court. Absent a court order to the 8 contrary, the Non-Party shall bear the burden and expense of seeking 9 protection in this court of its Protected Material. 10 XII. UNAUTHORIZED DISCLOSURE OF PROTECTED 11 MATERIAL 12 If a Receiving Party learns that, by inadvertence or otherwise, it has 13 disclosed Protected Material to any person or in any circumstance not authorized 14 under this Stipulated Protective Order, the Receiving Party must immediately 15 (a) notify in writing the Designating Party of the unauthorized disclosures, (b) use 16 its best efforts to retrieve all unauthorized copies of the Protected Material, 17 (c) inform the person or persons to whom unauthorized disclosures were made of 18 all the terms of this Order, and (d) request such person or persons to execute the 19 “Acknowledgment and Agreement to Be Bound” that is attached hereto as 20 Exhibit A. 21 XIII. INADVERTENT PRODUCTION OF PRIVILEGED OR 22 OTHERWISE PROTECTED MATERIAL 23 When a Producing Party gives notice to Receiving Parties that certain 24 inadvertently produced material is subject to a claim of privilege or other 25 protection, the obligations of the Receiving Parties are those set forth in Federal 26 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 27 whatever procedure may be established in an e-discovery order that provides for 28 production without prior privilege review. Pursuant to Federal Rule of Evidence 1 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 2 of a communication or information covered by the attorney-client privilege or 3 work product protection, the parties may incorporate their agreement in the 4 stipulated protective order submitted to the court. 5 XIV. MISCELLANEOUS 6 A. Right to Further Relief. Nothing in this Order abridges the 7 right of any person to seek its modification by the Court in the future. 8 B. Right to Assert Other Objections. By stipulating to the entry 9 of this Protective Order, no Party waives any right it otherwise would have 10 to object to disclosing or producing any information or item on any ground 11 not addressed in this Stipulated Protective Order. Similarly, no Party waives 12 any right to object on any ground to use in evidence of any of the material 13 covered by this Protective Order. 14 C. Filing Protected Material. A Party that seeks to file under seal 15 any Protected Material must comply with Local Civil Rule 79-5. Protected 16 Material may only be filed under seal pursuant to a court order authorizing 17 the sealing of the specific Protected Material at issue. If a Party’s request to 18 file Protected Material under seal is denied by the court, then the Receiving 19 Party may file the information in the public record unless otherwise 20 instructed by the court. 21 XV. FINAL DISPOSITION 22 After the final disposition of this Action, as defined in paragraph 4, within 23 60 days of a written request by the Designating Party, each Receiving Party must 24 return all Protected Material to the Producing Party or destroy such material. As 25 used in this subdivision, “all Protected Material” includes all copies, abstracts, 26 compilations, summaries, and any other format reproducing or capturing any of the 27 Protected Material. Whether the Protected Material is returned or destroyed, the 28 Receiving Party must submit a written certification to the Producing Party (and, if 1 | not the same person or entity, to the Designating Party) by the 60 day deadline that 2 | (1) identifies (by category, where appropriate) all the Protected Material that was 3 | returned or destroyed and (2) affirms that the Receiving Party has not retained any 4 | copies, abstracts, compilations, summaries or any other format reproducing or 5 | capturing any of the Protected Material. Notwithstanding this provision, Counsel 6 | are entitled to retain an archival copy of all pleadings, motion papers, trial, 7 | deposition, and hearing transcripts, legal memoranda, correspondence, deposition 8 | and trial exhibits, expert reports, attorney work product, and consultant and expert 9 | work product, even if such materials contain Protected Material. Any such archival 10 | copies that contain or constitute Protected Material remain subject to this 11 | Protective Order as set forth in Section 4 (DURATION).

XVI. VIOLATION

13 Any violation of this Order may be punished by appropriate measures 14 | including, without limitation, contempt proceedings and/or monetary sanctions. 15 16 | FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 17 Woe . 18 | DATED: 6/26/2020 (dy f&—_ 19 HON. ALEXANDER F. MacKINNON 20 United States Magistrate Judge 21 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 that I have read in its 5 entirety and understand the Stipulated Protective Order that was issued by the 6 United States District Court for the Central District of California on [date] in the 7 case of ___________ [insert formal name of the case and the number and 8 initials assigned to it by the court]. I agree to comply with and to be bound by all 9 the terms of this Stipulated Protective Order and I understand and acknowledge 10 that failure to so comply could expose me to sanctions and punishment in the 11 nature of 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. I further 14 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 telephone number] 19 as my California agent for service of process in connection with this action or any 20 proceedings related to enforcement of this Stipulated Protective Order. 21 Date: ______________________________________ 22 23 City and State where sworn and signed: _________________________________ 24 25 Printed name: _______________________________ 26 27 Signature: _________________________________ 28