2 4 6 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 || CHARLES CHURCHILL, Case No. CV 19-9883 MWF (AFMx) Plaintiff,

STIPULATION FOR PROTECTIVE

13 v. ORDER’ AND PROTECTIVE

ORDER

14||DOLGEN CALIFORNIA, LLC dba DOLLAR GENERAL, a private entity; | Action Filed: 9/6/2019 3 15 ||and DOES | through 20, inclusive, Trial Date: 9/2/2022 16 Defendants. Bl 17 18/11, A. PURPOSES AND LIMITATIONS 19 Discovery in this action is likely to involve production of confidential, 20 || proprietary, or private information for which special protection from public disclosure and from use for any purpose other than prosecuting this litigation may be warranted. || Accordingly, the parties hereby stipulate to and petition the Court to enter the 23 || following Stipulated Protective Order. The parties acknowledge that this Order does 24 || not confer blanket protections on all disclosures or responses to discovery and that 25 || the protection it affords from public disclosure and use extends only to the limited 26 ||information or items that are entitled to confidential treatment under the applicable 27 AAA 28 ! This Stipulated Protective Order is based substantially on the model protective order provided under Magistrate Judge Alexander F. MacKinnon’s Procedures.

1 || legal principles. 2||/B. GOOD CAUSE STATEMENT 3 This action is likely to involve requests for documents which contain trade secrets, and other valuable research, development, commercial, financial, technical 5 || and/or proprietary information for which special protection from public disclosure and 6|/from use for any purpose other than prosecution of this action is warranted. Such 7 || confidential and proprietary materials and information consist of, among other things, 8 |/confidential business or financial information, information regarding confidential business practices, or other confidential research, development, or commercial 10||information (including information implicating privacy rights of third parties), 11 || information otherwise generally unavailable to the public, or which may be privileged 12 || or otherwise protected from disclosure under state or federal statutes, court rules, case 13 □□ decisions, or common law. Accordingly, to expedite the flow of information, to 14 || facilitate the prompt resolution of disputes over confidentiality of discovery materials, 15 to adequately protect information the parties are entitled to keep confidential, to ensure 16 || that the parties are permitted reasonable necessary uses of such material in preparation = 17 || for and in the conduct of trial, to address their handling at the end of the litigation, and 18 || serve the ends of justice, a protective order for such information is justified in this 19}| matter. It is the intent of the parties that information will not be designated as 20 || confidential for tactical reasons and that nothing be so designated without a good faith belief that it has been maintained in a confidential, non-public manner, and there is 22 || good cause why it should not be part of the public record of this case.

C. ACKNOWLEDGEMENT OF PROCEDURE FOR FILING UNDER

SEAL

25 The parties further acknowledge, as set forth in Section 12.3 below, that this 26 || Stipulated Protective Order does not entitle them to file confidential information 27 || under seal; Local Rule 79-5 sets forth the procedures that must be followed and the 28 || standards that will be applied when a party seeks permission from the court to file

1 || material under seal. 2 There is a strong presumption that the public has a right of access to judicial 3 || proceedings and records in civil cases. In connection with non-dispositive motions, 4|| good cause must be shown to support a filing under seal. See Kamakana vy. City and || County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 6 || Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, Inc., 7\|187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require good 8 ||cause showing), and a specific showing of good cause or compelling reasons with 9|| proper evidentiary support and legal justification, must be made with respect to 10 || Protected Material that a party seeks to file under seal. The parties’ mere designation s| }lof Disclosure or Discovery Material as CONFIDENTIAL does not— without the

12 |)/submission of competent evidence by declaration, establishing that the material 13 ||sought to be filed under seal qualifies as confidential, privileged, or otherwise 14 || protectable—constitute good cause. 15 Further, if a party requests sealing related to a dispositive motion or trial, then 16 || compelling reasons, not only good cause, for the sealing must be shown, and the relief - 17 |)sought shall be narrowly tailored to serve the specific interest to be protected. See 18 || Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each 19 |! item or type of information, document, or thing sought to be filed or introduced under 20 || seal in connection with a dispositive motion or trial, the party seeking protection must articulate compelling reasons, supported by specific facts and legal justification, for 22 || the requested sealing order. Again, competent evidence supporting the application to 23 || file documents under seal must be provided by declaration. 24 Any document that is not confidential, privileged, or otherwise protectable in 25 entirety will not be filed under seal if the confidential portions can be redacted. If 26 || documents can be redacted, then a redacted version for public viewing, omitting only 27 || the confidential, privileged, or otherwise protectable portions of the document, shall 28

1|lbe filed. Any application that seeks to file documents under seal in their entirety 2 || should include an explanation of why redaction is not feasible. 2. DEFINITIONS 5 2.1. Action: Charles Churchill v. Dolgen California, LLC, et al. 6 2.2 Challenging Party: a Party or Non-Party that challenges the designation 7 || of information or items under this Order. 8 2.3 “CONFIDENTIAL” Information or Items: information (regardless of how 9||it is generated, stored or maintained) or tangible things that qualify for protection 10 ||under Federal Rule of Civil Procedure 26(c), and as specified above in the Good || Cause Statement.

12 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 13 || their support staff). 14 2.5 Designating Party: a Party or Non-Party that designates information or | 1S items that it produces in disclosures or in responses to discovery as 16||*CONFIDENTIAL.” 17 2.6 Disclosure or Discovery Material: all items or information, regardless 18 || of the medium or manner in which it is generated, stored, or maintained (including, 19 || among other things, testimony, transcripts, and tangible things), that are produced or 20 || generated in disclosures or responses to discovery in this matter. 21 2.7. Expert: a person with specialized knowledge or experience in a matter 22 || pertinent to the litigation who has been retained by a Party or its counsel to serve as 23 || an expert witness or as a consultant in this Action. 24 2.8 House Counsel: attorneys who are employees of a party to this Action. 25 || House Counsel does not include Outside Counsel of Record or any other outside 26 || counsel. 27 2.9 Non-Party: any natural person, partnership, corporation, association, or 28 || other legal entity not named as a Party to this action.

1 2.10 Outside Counsel of Record: attorneys who are not employees of a party to 2||this Action but are retained to represent or advise a party to this Action and have 3 || appeared in this Action on behalf of that party or are affiliated with a law firm which || has appeared on behalf of that party, and includes support staff. 5 2.11 Party: any party to this Action, including all of its officers, directors, 6 ||employees, consultants, retained experts, and Outside Counsel of Record (and their || support staffs). 8 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 9 || Discovery Material in this Action. 10 2.13 Professional Vendors: persons or entities that provide litigation support 11 |\services (e.g., photocopying, videotaping, translating, preparing exhibits or

12 || demonstrations, and organizing, storing, or retrieving data in any form or medium) 13 || and their employees and subcontractors. 14 2.14 Protected Material: any Disclosure or Discovery Material that is 15 designated as “CONFIDENTIAL.” 16 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material - 17 || from a Producing Party. 18 SCOPE 19 The protections conferred by this Stipulation and Order cover not only 20 || Protected Material (as defined above), but also (1) any information copied or extracted 21||from Protected Material; (2) all copies, excerpts, summaries, or compilations of 22 || Protected Material; and (3) any testimony, conversations, or presentations by Parties 23 || or their Counsel that might reveal Protected Material. 24 Any use of Protected Material at trial shall be governed by the orders of the 25 || trial judge. This Order does not govern the use of Protected Material at trial. 26 || 4. DURATION 27 Once a case proceeds to trial, information that was designated as 28 || CONFIDENTIAL or maintained pursuant to this protective order used or introduced

1|las an exhibit at trial becomes public and will be presumptively available to all 2 ||members of the public, including the press, unless compelling reasons supported by 3 || specific factual findings to proceed otherwise are made to the trial judge in advance 4\\of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” 5 ||showing for sealing documents produced in discovery from “compelling reasons” || standard when merits-related documents are part of court record). Accordingly, the 7 || terms of this protective order do not exceed beyond the commencement of the trial. 9||5, DESIGNATING PROTECTED MATERIAL 10 5.1 Exercise of Restraint and Care in Designating Material for Protection. Each 11|/Party or Non-Party that designates information or items for protection under this

12 || Order must take care to limit any such designation to specific material that qualifies 13 || under the appropriate standards. The Designating Party must designate for protection 14 || only those parts of material, documents, items, or oral or written communications that 15 qualify so that other portions of the material, documents, items, or communications 16 || for which protection is not warranted are not swept unjustifiably within the ambit of - 17 || this Order. 18 Mass, indiscriminate, or routinized designations are prohibited. Designations || that are shown to be clearly unjustified or that have been made for an improper 20 || purpose (e.g., to unnecessarily encumber the case development process or to impose 21 || unnecessary expenses and burdens on other parties) may expose the Designating Party 22 || to sanctions. 23 If it comes to a Designating Party’s attention that information or items that it 24 || designated for protection do not qualify for protection, that Designating Party must 25 || promptly notify all other Parties that it is withdrawing the inapplicable designation. 26 5.2 Manner and Timing of Designations. Except as otherwise provided in 27 ||this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 28 || stipulated or ordered, Disclosure or Discovery Material that qualifies for protection

1 ||under this Order must be clearly so designated before the material is disclosed or 2 || produced. 3 5.3 Designation in conformity with this Order requires: 4 (a) for information in documentary form (e.g., paper or electronic 5||documents, but excluding transcripts of depositions or other pretrial or trial 6||proceedings), that the Producing Party affix at a minimum, the legend 7\|“CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 8 ||contains protected material. If only a portion or portions of the material on a page || qualifies for protection, the Producing Party also must clearly identify the protected 10 || portion(s) (e.g., by making appropriate markings in the margins). 11 A Party or Non-Party that makes original documents available for inspection 12 |)need not designate them for protection until after the inspecting Party has indicated 13 || which documents it would like copied and produced. During the inspection and before 14|/the designation, all of the material made available for inspection shall be deemed | 1S “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants 16 ||copied and produced, the Producing Party must determine which documents, or - 17 || portions thereof, qualify for protection under this Order. Then, before producing the 18 || specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 19 ||to each page that contains Protected Material. If only a portion or portions of the material on a page qualifies for protection, the Producing Party also must clearly 21|}identify the protected portion(s) (e.g., by making appropriate markings in the 22 || margins). 23 (b) for testimony given in depositions that the Designating Party identifies 24 || the Disclosure or Discovery Material on the record, before the close of the deposition 25 || all protected testimony. 26 (c) for information produced in some form other than documentary and for 27 || any other tangible items, that the Producing Party affix in a prominent place on the 28 exterior of the container or containers in which the information is stored the legend

1||““CONFIDENTIAL.” If only a portion or portions of the information warrants 2 || protection, the Producing Party, to the extent practicable, shall identify the protected 3 || portion(s). 4 5.4 Inadvertent Failures to Designate. If timely corrected, an inadvertent 5 || failure to designate qualified information or items does not, standing alone, waive the 6 || Designating Party’s right to secure protection under this Order for such material. 7\| Upon timely correction of a designation, the Receiving Party must make reasonable 8 || efforts to assure that the material is treated in accordance with the provisions of this 9 || Order. 10 || 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 11 6.1 Timing of Challenges. Any Party or Non-Party may challenge a

12 || designation of confidentiality at any time that is consistent with the Court’s 13 || Scheduling Order. 14 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 15 resolution process under Local Rule 37.1 et seq. 16 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a - 17 || joint stipulation pursuant to Local Rule 37-2. 18 6.4 The burden of persuasion in any such challenge proceeding shall be on 19 ||the Designating Party. Frivolous challenges, and those made for an improper 20 || purpose (e.g., to harass or impose unnecessary expenses and burdens on other || parties) may expose the Challenging Party to sanctions. Unless the Designating 22\|Party has waived or withdrawn the confidentiality designation, all parties shall 23 ||continue to afford the material in question the level of protection to which it is 24 |lentitled under the Producing Party’s designation until the Court rules on the 25 || challenge. 26 7. ACCESS TO AND USE OF PROTECTED MATERIAL 27 7.1. Basic Principles. A Receiving Party may use Protected Material that is 28 || disclosed or produced by another Party or by a Non-Party in connection with this

Action only for prosecuting, defending, or attempting to settle this Action. Such 2 || Protected Material may be disclosed only to the categories of persons and under the 3 || conditions described in this Order. When the Action has been terminated, a Receiving || Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 5 Protected Material must be stored and maintained by a Receiving Party at a 6 || location and in a secure manner that ensures that access is limited to the persons 7 || authorized under this Order. 8 7.2 Disclosure _of “CONFIDENTIAL” Information or Items. Unless 9 || otherwise ordered by the court or permitted in writing by the Designating Party, a 10|/Receiving Party may disclose any information or item designated 11 “CONFIDENTIAL” only to:

12 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 13 ||employees of said Outside Counsel of Record to whom it is reasonably necessary to 14 || disclose the information for this Action; 15 (b) the officers, directors, and employees (including House Counsel) of the 16 || Receiving Party to whom disclosure is reasonably necessary for this Action; 17 (c) Experts (as defined in this Order) of the Receiving Party to whom || disclosure is reasonably necessary for this Action and who have signed the 19 || “Acknowledgment and Agreement to Be Bound” (Exhibit A); 20 (d) the court and its personnel; 21 (e) court reporters and their staff; 22 (f) professional jury or trial consultants, mock jurors, and Professional Vendors 23 ||to whom disclosure is reasonably necessary for this Action and who have signed the 24 || ‘“Acknowledgment and Agreement to Be Bound” (Exhibit A); 25 (g) the author or recipient of a document containing the information or a 26 || custodian or other person who otherwise possessed or knew the information; 27 (h) during their depositions, witnesses, and attorneys for witnesses, in the 28 || Action to whom disclosure is reasonably necessary provided: (1) the deposing party

1 || requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they will 2\|not be permitted to keep any confidential information unless they sign the 3 ||“Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 4\lagreed by the Designating Party or ordered by the court. Pages of transcribed 5 || deposition testimony or exhibits to depositions that reveal Protected Material may be 6 || separately bound by the court reporter and may not be disclosed to anyone except as 7 || permitted under this Stipulated Protective Order; and 8 (i) any mediator or settlement officer, and their supporting personnel, mutually 9 || agreed upon by any of the parties engaged in settlement discussions. 10 |/8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 11 || PRODUCED IN OTHER LITIGATION

12 If a Party is served with a subpoena or a court order issued in other litigation 13 ||that compels disclosure of any information or items designated in this Action as 2 14/|“CONFIDENTIAL,” that Party must: 15 (a) promptly notify in writing the Designating Party. Such notification shall include a copy of the subpoena or court order; - 17 (b) promptly notify in writing the party who caused the subpoena or order 18 || to issue in the other litigation that some or all of the material covered by the subpoena 19 || or order is subject to this Protective Order. Such notification shall include a copy of this Stipulated Protective Order; and 21 (c) cooperate with respect to all reasonable procedures sought to be 22 || pursued by the Designating Party whose Protected Material may be affected. 23 If the Designating Party timely seeks a protective order, the Party served with 24 || the subpoena or court order shall not produce any information designated in this action 25 ||as “CONFIDENTIAL” before a determination by the court from which the subpoena 26 || or order issued, unless the Party has obtained the Designating Party’s permission. The 27 || Designating Party shall bear the burden and expense of seeking protection in that court 28 || of its confidential material and nothing in these provisions should be construed as

1 || authorizing or encouraging a Receiving Party in this Action to disobey a lawful 2 || directive from another court. 31/9. A_NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 4 || PRODUCED IN THIS LITIGATION 5 (a) The terms of this Order are applicable to information produced by a || Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 7\| produced by Non-Parties in connection with this litigation is protected by the 8 || remedies and relief provided by this Order. Nothing in these provisions should be 9|| construed as prohibiting a Non-Party from seeking additional protections. 10 (b) In the event that a Party is required, by a valid discovery request, to 11 |) produce a Non-Party’s confidential information in its possession, and the Party is

12]| subject to an agreement with the Non-Party not to produce the Non-Party’s 13 || confidential information, then the Party shall: 14 (1) promptly notify in writing the Requesting Party and the Non-Party that 15 || some or all of the information requested is subject to a confidentiality agreement with 16 || a Non-Party; - 17 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 18 ||Order in this Action, the relevant discovery request(s), and a reasonably specific 19 || description of the information requested; and 20 (3) make the information requested available for inspection by the Non-Party, 21 |/if requested. 22 (c) If the Non-Party fails to seek a protective order from this court within 14 23 || days of receiving the notice and accompanying information, the Receiving Party may 24 || produce the Non-Party’s confidential information responsive to the discovery request. 25 || If the Non-Party timely seeks a protective order, the Receiving Party shall not produce 26|}any information in its possession or control that is subject to the confidentiality 27 || agreement with the Non-Party before a determination by the court. Absent a court 28 ||order to the contrary, the Non-Party shall bear the burden and expense of seeking

1 || protection in this court of its Protected Material. 2/110. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 3 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 4||Protected Material to any person or in any circumstance not authorized under this || Stipulated Protective Order, the Receiving Party must immediately (a) notify in || writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 7 || to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 8 |] persons to whom unauthorized disclosures were made of all the terms of this Order, 9\|and (d) request such person or persons to execute the “Acknowledgment and 10 || Agreement to Be Bound” that is attached hereto as Exhibit A. 11|}11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE

12 || PROTECTED MATERIAL 13 When a Producing Party gives notice to Receiving Parties that certain 14 || inadvertently produced material is subject to a claim of privilege or other protection, 15 obligations of the Receiving Parties are those set forth in Federal Rule of Civil 16 || Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure = 17 || may be established in an e-discovery order that provides for production without prior 18 || privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the □□ parties reach an agreement on the effect of disclosure of a communication or 20 information covered by the attorney-client privilege or work product protection, the || parties may incorporate their agreement in the stipulated protective order submitted 22 || to the court. |}12. MISCELLANEOUS 24 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 25 || person to seek its modification by the Court in the future. 26 12.2 Right to Assert Other Objections. By stipulating to the entry of this 27 || Protective Order no Party waives any right it otherwise would have to object to 28 || disclosing or producing any information or item on any ground not addressed in this

|| Stipulated Protective Order. Similarly, no Party waives any right to object on any 2 || ground to use in evidence of any of the material covered by this Protective Order. 3 12.3 Filing Protected Material. A Party that seeks to file under seal any 4|| Protected Material must comply with Civil Local Rule 79-5. Protected Material may 5 || only be filed under seal pursuant to a court order authorizing the sealing of the specific 6 || Protected Material at issue. If a Party's request to file Protected Material under seal is □□ denied by the court, then the Receiving Party may file the information in the public 8 □□ record unless otherwise instructed by the court. 9113. FINAL DISPOSITION 10 After the final disposition of this Action, as defined in paragraph 4, within 60 || days of a written request by the Designating Party, each Receiving Party must return

12 || all Protected Material to the Producing Party or destroy such material. As used in this 13 || subdivision, “all Protected Material” includes all copies, abstracts, compilations, 14)|summaries, and any other format reproducing or capturing any of the Protected 15 Material. Whether the Protected Material is returned or destroyed, the Receiving Party 16 || must submit a written certification to the Producing Party (and, if not the same person - 17 |lor entity, to the Designating Party) by the 60 day deadline that (1) identifies (by 18 || category, where appropriate) all the Protected Material that was returned or destroyed 19}|and (2) affirms that the Receiving Party has not retained any copies, abstracts, 20 || compilations, summaries or any other format reproducing or capturing any of the 21 || Protected Material. Notwithstanding this provision, Counsel are entitled to retain an 22\;archival copy of all pleadings, motion papers, trial, deposition, and hearing 23 || transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 24 || reports, attorney work product, and consultant and expert work product, even if such 25 ||materials contain Protected Material. Any such archival copies that contain or 26 || constitute Protected Material remain subject to this Protective Order as set forth in 27 || Section 4 (DURATION). 28

1\/14. VIOLATION 2 Any violation of this Order may be punished by appropriate measures 3 |/including, without limitation, contempt proceedings and/or monetary sanctions.

IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

6 || Dated: _9/4/20 T||_/s/ Mike Haddock g || Attorneys for Plaintiff(s) Dated: _9/4/20 10 i /s/ Jeffrey M. Lenkov 12 || Attorneys for Defendant

13

15

16 Al 47 18

ORDER

19

IT IS HEREBY ORDERED THAT THE PROTECTIVE ORDER IS

20

ENTERED PURSUANT TO THE FOLLOWING TERMS:

21 1. A. PURPOSES AND LIMITATIONS 22 Discovery in this action is likely to involve production of confidential, 23 proprietary, or private information for which special protection from public disclosure 24 and from use for any purpose other than prosecuting this litigation may be warranted. 25 Accordingly, the parties hereby stipulate to and petition the Court to enter the 26 following Stipulated Protective Order. The parties acknowledge that this Order does 27 not confer blanket protections on all disclosures or responses to discovery and that 28

1||the protection it affords from public disclosure and use extends only to the limited 2 ||information or items that are entitled to confidential treatment under the applicable 3 || legal principles. 4)/B. GOOD CAUSE STATEMENT 5 This action is likely to involve requests for documents which contain trade || secrets, and other valuable research, development, commercial, financial, technical 7 || and/or proprietary information for which special protection from public disclosure and 8 ||from use for any purpose other than prosecution of this action is warranted. Such 9 || confidential and proprietary materials and information consist of, among other things, || confidential business or financial information, information regarding confidential 11|| business practices, or other confidential research, development, or commercial

12 |/information (including information implicating privacy rights of third parties), 13 || information otherwise generally unavailable to the public, or which may be privileged 14 || or otherwise protected from disclosure under state or federal statutes, court rules, case 15 decisions, or common law. Accordingly, to expedite the flow of information, to 16 || facilitate the prompt resolution of disputes over confidentiality of discovery materials, - 17 || to adequately protect information the parties are entitled to keep confidential, to ensure 18 || that the parties are permitted reasonable necessary uses of such material in preparation 19 || for and in the conduct of trial, to address their handling at the end of the litigation, and 20 || serve the ends of justice, a protective order for such information is justified in this matter. It is the intent of the parties that information will not be designated as 22 || confidential for tactical reasons and that nothing be so designated without a good faith 23 || belief that it has been maintained in a confidential, non-public manner, and there is 24 || good cause why it should not be part of the public record of this case.

C. ACKNOWLEDGEMENT OF PROCEDURE FOR FILING UNDER

26)) SEAL 27 The parties further acknowledge, as set forth in Section 12.3 below, that this 28 || Stipulated Protective Order does not entitle them to file confidential information

1 \/under seal; Local Rule 79-5 sets forth the procedures that must be followed and the 2 || standards that will be applied when a party seeks permission from the court to file 3 || material under seal. 4 There is a strong presumption that the public has a right of access to judicial 5 || proceedings and records in civil cases. In connection with non-dispositive motions, 6 || good cause must be shown to support a filing under seal. See Kamakana vy. City and || County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 8 || Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, Inc., 9 || 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require good 10 || cause showing), and a specific showing of good cause or compelling reasons with proper evidentiary support and legal justification, must be made with respect to

12 || Protected Material that a party seeks to file under seal. The parties’ mere designation 13 ||of Disclosure or Discovery Material as CONFIDENTIAL does not— without the 14|/submission of competent evidence by declaration, establishing that the material | 1S sought to be filed under seal qualifies as confidential, privileged, or otherwise 16 || protectable—constitute good cause. - 17 Further, if a party requests sealing related to a dispositive motion or trial, then 18 || compelling reasons, not only good cause, for the sealing must be shown, and the relief 19 |)sought shall be narrowly tailored to serve the specific interest to be protected. See 20 || Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each 21 item or type of information, document, or thing sought to be filed or introduced under 22 || seal in connection with a dispositive motion or trial, the party seeking protection must 23 || articulate compelling reasons, supported by specific facts and legal justification, for 24 || the requested sealing order. Again, competent evidence supporting the application to 25 || file documents under seal must be provided by declaration. 26 Any document that is not confidential, privileged, or otherwise protectable in 27 ||its entirety will not be filed under seal if the confidential portions can be redacted. If 28 || documents can be redacted, then a redacted version for public viewing, omitting only

1 || the confidential, privileged, or otherwise protectable portions of the document, shall 2\!be filed. Any application that seeks to file documents under seal in their entirety 3 || should include an explanation of why redaction is not feasible. 5 || 2. DEFINITIONS 6 2.1. Action: Charles Churchill v. Dolgen California, LLC, et al. 7 2.2 Challenging Party: a Party or Non-Party that challenges the designation 8 || of information or items under this Order. 9 2.3 “CONFIDENTIAL” Information or Items: information (regardless of how 10 |/it is generated, stored or maintained) or tangible things that qualify for protection 11 |/under Federal Rule of Civil Procedure 26(c), and as specified above in the Good

12 |) Cause Statement. 13 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 14 || their support staff). | 1S 2.5 Designating Party: a Party or Non-Party that designates information or 16|/items that it produces in disclosures or in responses to discovery as “CONFIDENTIAL.” 18 2.6 Disclosure or Discovery Material: all items or information, regardless 19 || of the medium or manner in which it is generated, stored, or maintained (including, 20 || among other things, testimony, transcripts, and tangible things), that are produced or 21 || generated in disclosures or responses to discovery in this matter. 22 2.7 Expert: a person with specialized knowledge or experience in a matter 23 || pertinent to the litigation who has been retained by a Party or its counsel to serve as 24 || an expert witness or as a consultant in this Action. 25 2.8 House Counsel: attorneys who are employees of a party to this Action. 26 || House Counsel does not include Outside Counsel of Record or any other outside 27 || counsel. 28 2.9 Non-Party: any natural person, partnership, corporation, association, or

1 || other legal entity not named as a Party to this action. 2 2.10 Outside Counsel of Record: attorneys who are not employees of a party to 3 |/this Action but are retained to represent or advise a party to this Action and have || appeared in this Action on behalf of that party or are affiliated with a law firm which 5 ||has appeared on behalf of that party, and includes support staff. 6 2.11 Party: any party to this Action, including all of its officers, directors, 7\|employees, consultants, retained experts, and Outside Counsel of Record (and their 8 || support staffs). 9 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 10 || Discovery Material in this Action. 11 2.13 Professional Vendors: persons or entities that provide litigation support 12||services (e.g., photocopying, videotaping, translating, preparing exhibits or 13 || demonstrations, and organizing, storing, or retrieving data in any form or medium) 14 || and their employees and subcontractors. | 1S 2.14 Protected Material: any Disclosure or Discovery Material that is Z| designated as “CONFIDENTIAL.” 17 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 18 || from a Producing Party. 19 SCOPE 20 The protections conferred by this Stipulation and Order cover not only 21 || Protected Material (as defined above), but also (1) any information copied or extracted 22 ||from Protected Material; (2) all copies, excerpts, summaries, or compilations of 23 || Protected Material; and (3) any testimony, conversations, or presentations by Parties 24 || or their Counsel that might reveal Protected Material. 25 Any use of Protected Material at trial shall be governed by the orders of the 26 || trial judge. This Order does not govern the use of Protected Material at trial. 27 || 4, DURATION 28 Once a case proceeds to trial, information that was designated as

|| CONFIDENTIAL or maintained pursuant to this protective order used or introduced 2\/as an exhibit at trial becomes public and will be presumptively available to all 3 ||members of the public, including the press, unless compelling reasons supported by || specific factual findings to proceed otherwise are made to the trial judge in advance |/of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” 6||showing for sealing documents produced in discovery from “compelling reasons” || standard when merits-related documents are part of court record). Accordingly, the 8 || terms of this protective order do not exceed 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 or Non-Party that designates information or items for protection under this 13 || Order must take care to limit any such designation to specific material that qualifies 14 || under the appropriate standards. The Designating Party must designate for protection 15 || only those parts of material, documents, items, or oral or written communications that 16 || qualify so that other portions of the material, documents, items, or communications = 17 || for which protection is not warranted are not swept unjustifiably within the ambit of 18 || this Order. 19 Mass, indiscriminate, or routinized designations are prohibited. Designations 20||that are shown to be clearly unjustified or that have been made for an improper 21 || purpose (e.g., to unnecessarily encumber the case development process or to impose 22 || unnecessary expenses and burdens on other parties) may expose the Designating Party 23 || to sanctions. 24 If it comes to a Designating Party’s attention that information or items that it 25 || designated for protection do not qualify for protection, that Designating Party must 26 || promptly notify all other Parties that it is withdrawing the inapplicable designation. 27 5.2 Manner and Timing of Designations. Except as otherwise provided in 28 || this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise

1 || stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 2\lunder this Order must be clearly so designated before the material is disclosed or 3 || produced. 4 5.3 Designation in conformity with this Order requires: 5 (a) for information in documentary form (e.g., paper or electronic 6|/documents, but excluding transcripts of depositions or other pretrial or trial 7\| proceedings), that the Producing Party affix at a minimum, the legend 8 || ““CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend’), to each page that || contains protected material. If only a portion or portions of the material on a page 10 || qualifies for protection, the Producing Party also must clearly identify the protected portion(s) (e.g., by making appropriate markings in the margins). 12 A Party or Non-Party that makes original documents available for inspection 13 ||need not designate them for protection until after the inspecting Party has indicated 2 14 || which documents it would like copied and produced. During the inspection and before | 1S the designation, all of the material made available for inspection shall be deemed 16 || “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants - 17 ||copied and produced, the Producing Party must determine which documents, or 18 || portions thereof, qualify for protection under this Order. Then, before producing the 19 || specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 20 ||to each page that contains Protected Material. If only a portion or portions of the material on a page qualifies for protection, the Producing Party also must clearly 22 |lidentify the protected portion(s) (e.g., by making appropriate markings in the 23 || margins). 24 (d) for testimony given in depositions that the Designating Party identifies 25 || the Disclosure or Discovery Material on the record, before the close of the deposition 26 || all protected testimony. 27 (e) for information produced in some form other than documentary and for 28 || any other tangible items, that the Producing Party affix in a prominent place on the

1 ||exterior of the container or containers in which the information is stored the legend 2||“CONFIDENTIAL.” If only a portion or portions of the information warrants 3 || protection, the Producing Party, to the extent practicable, shall identify the protected 4 || portion(s). 5 5.4 Inadvertent Failures to Designate. If timely corrected, an inadvertent 6 || failure to designate qualified information or items does not, standing alone, waive the 7||Designating Party’s right to secure protection under this Order for such material. 8 || Upon timely correction of a designation, the Receiving Party must make reasonable 9 |\ efforts to assure that the material is treated in accordance with the provisions of this 10 || Order. 11/6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

12 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 13 || designation of confidentiality at any time that is consistent with the Court’s 14 || Scheduling Order. 15 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 16 || resolution process under Local Rule 37.1 et seq. - 17 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 18 || joint stipulation pursuant to Local Rule 37-2. 19 6.4 The burden of persuasion in any such challenge proceeding shall be on 20||the Designating Party. Frivolous challenges, and those made for an improper || purpose (e.g., to harass or impose unnecessary expenses and burdens on other 22 || parties) may expose the Challenging Party to sanctions. Unless the Designating 23 ||Party has waived or withdrawn the confidentiality designation, all parties shall 24 ||continue to afford the material in question the level of protection to which it is 25 |/entitled under the Producing Party’s designation until the Court rules on the 26 || challenge. 27117. ACCESS TO AND USE OF PROTECTED MATERIAL 28 7.1. Basic Principles. A Receiving Party may use Protected Material that is

1 || disclosed or produced by another Party or by a Non-Party in connection with this Action only for prosecuting, defending, or attempting to settle this Action. Such 3 || Protected Material may be disclosed only to the categories of persons and under the 4 || conditions described in this Order. When the Action has been terminated, a Receiving 5 || Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 6 Protected Material must be stored and maintained by a Receiving Party at a location and in a secure manner that ensures that access is limited to the persons 8 || authorized under this Order. 9 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 10 |) otherwise ordered by the court or permitted in writing by the Designating Party, a 11|)Receiving Party may disclose any information or item designated 12 || “CONFIDENTIAL” only to: 13 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 14 ||employees of said Outside Counsel of Record to whom it is reasonably necessary to 15 || disclose the information for this Action; 16 (b) the officers, directors, and employees (including House Counsel) of the - 17 || Receiving Party to whom disclosure is reasonably necessary for this Action; 18 (c) Experts (as defined in this Order) of the Receiving Party to whom 19}| disclosure is reasonably necessary for this Action and who have signed the 20 || “Acknowledgment and Agreement to Be Bound” (Exhibit A); 21 (d) the court and its personnel; 22 (e) court reporters and their staff; 23 (f) professional jury or trial consultants, mock jurors, and Professional Vendors 24 || to whom disclosure is reasonably necessary for this Action and who have signed the 25 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 26 (g) the author or recipient of a document containing the information or a 27 || custodian or other person who otherwise possessed or knew the information; 28 (h) during their depositions, witnesses, and attorneys for witnesses, in the

1 || Action to whom disclosure is reasonably necessary provided: (1) the deposing party 2 || requests that the witness sign the form attached as Exhibit | hereto; and (2) they will 3|/not be permitted to keep any confidential information unless they sign the 4||“Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 5|jagreed by the Designating Party or ordered by the court. Pages of transcribed 6 || deposition testimony or exhibits to depositions that reveal Protected Material may be 7 || separately bound by the court reporter and may not be disclosed to anyone except as 8 || permitted under this Stipulated Protective Order; and 9 (i) any mediator or settlement officer, and their supporting personnel, mutually 10 || agreed upon by any of the parties engaged in settlement discussions. 11/8. PROTECTED MATERIAL SUBPOENAED OR ORDERED

12 || PRODUCED IN OTHER LITIGATION 13 If a Party is served with a subpoena or a court order issued in other litigation 14]|that compels disclosure of any information or items designated in this Action as 15 || “CONFIDENTIAL,” that Party must: 16 (d) promptly notify in writing the Designating Party. Such notification = 17 || shall include a copy of the subpoena or court order; 18 (e) promptly notify in writing the party who caused the subpoena or order to issue in the other litigation that some or all of the material covered by the subpoena 20 || or order is subject to this Protective Order. Such notification shall include a copy of this Stipulated Protective Order; and 22 (f) cooperate with respect to all reasonable procedures sought to be 23 || pursued by the Designating Party whose Protected Material may be affected. 24 If the Designating Party timely seeks a protective order, the Party served with 25 || the subpoena or court order shall not produce any information designated in this action 26 || as “CONFIDENTIAL” before a determination by the court from which the subpoena 27 || or order issued, unless the Party has obtained the Designating Party’s permission. The 28 || Designating Party shall bear the burden and expense of seeking protection in that court

1 its confidential material and nothing in these provisions should be construed as || authorizing or encouraging a Receiving Party in this Action to disobey a lawful 3 || directive from another court. 41/9. A_NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 5 || PRODUCED IN THIS LITIGATION 6 (b) The terms of this Order are applicable to information produced by a 7\| Non-Party in this Action and designated as “CONFIDENTIAL.” Such information || produced by Non-Parties in connection with this litigation is protected by the 9|| remedies and relief provided by this Order. Nothing in these provisions should be 10 || construed as prohibiting a Non-Party from seeking additional protections. 11 (b) In the event that a Party is required, by a valid discovery request, to

produce a Non-Party’s confidential information in its possession, and the Party is subject to an agreement with the Non-Party not to produce the Non-Party’s confidential information, then the Party shall: 15 (1) promptly notify in writing the Requesting Party and the Non-Party that 16 || some or all of the information requested is subject to a confidentiality agreement with 17 ||a Non-Party; 18 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 19 |/Order in this Action, the relevant discovery request(s), and a reasonably specific 20 || description of the information requested; and 21 (3) make the information requested available for inspection by the Non-Party, 22 || if requested. 23 (c) If the Non-Party fails to seek a protective order from this court within 14 24 || days of receiving the notice and accompanying information, the Receiving Party may 25 || produce the Non-Party’s confidential information responsive to the discovery request. 26 || If the Non-Party timely seeks a protective order, the Receiving Party shall not produce || any information in its possession or control that is subject to the confidentiality 28 || agreement with the Non-Party before a determination by the court. Absent a court

1 |lorder to the contrary, the Non-Party shall bear the burden and expense of seeking 2 || protection in this court of its Protected Material. 3|/10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 5 || Protected Material to any person or in any circumstance not authorized under this Stipulated Protective Order, the Receiving Party must immediately (a) notify in || writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 8 || to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 9 || persons to whom unauthorized disclosures were made of all the terms of this Order, 10}|and (d) request such person or persons to execute the “Acknowledgment and 11 || Agreement to Be Bound” that is attached hereto as Exhibit A.

12)|11.. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 13 || PROTECTED MATERIAL 14 When a Producing Party gives notice to Receiving Parties that certain 15 ||inadvertently produced material is subject to a claim of privilege or other protection, || the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 17 || Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 18 || may be established in an e-discovery order that provides for production without prior 19 || privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure of a communication or 21 |}information covered by the attorney-client privilege or work product protection, the 22 || parties may incorporate their agreement in the stipulated protective order submitted 23 || to the court. 24))12. MISCELLANEOUS 25 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 26 || person to seek its modification by the Court in the future. 27 12.2 Right to Assert Other Objections. By stipulating to the entry of this 28 || Protective Order no Party waives any right it otherwise would have to object to

1 || disclosing or producing any information or item on any ground not addressed in this || Stipulated Protective Order. Similarly, no Party waives any right to object on any 3 || ground to use in evidence of any of the material covered by this Protective Order. 4 12.3 Filing Protected Material. A Party that seeks to file under seal any 5 || Protected Material must comply with Civil Local Rule 79-5. Protected Material may 6 || only be filed under seal pursuant to a court order authorizing the sealing of the specific 7 || Protected Material at issue. If a Party's request to file Protected Material under seal is 8 || denied by the court, then the Receiving Party may file the information in the public 9 ||record unless otherwise instructed by the court. 10|/13. FINAL DISPOSITION 11 After the final disposition of this Action, as defined in paragraph 4, within 60

12 || days of a written request by the Designating Party, each Receiving Party must return 13 || all Protected Material to the Producing Party or destroy such material. As used in this 14]| subdivision, “all Protected Material” includes all copies, abstracts, compilations, 15 summaries, and any other format reproducing or capturing any of the Protected 16 || Material. Whether the Protected Material is returned or destroyed, the Receiving Party = 17 || must submit a written certification to the Producing Party (and, if not the same person 18|lor entity, to the Designating Party) by the 60 day deadline that (1) identifies (by 19 || category, where appropriate) all the Protected Material that was returned or destroyed 20||and (2) affirms that the Receiving Party has not retained any copies, abstracts, compilations, summaries or any other format reproducing or capturing any of the 22 || Protected Material. Notwithstanding this provision, Counsel are entitled to retain an 23 |}archival copy of all pleadings, motion papers, trial, deposition, and hearing 24 || transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 25 || reports, attorney work product, and consultant and expert work product, even if such 26 ||materials contain Protected Material. Any such archival copies that contain or 27 || constitute Protected Material remain subject to this Protective Order as set forth in 28 || Section 4 (DURATION).

2|/14. VIOLATION 3 Any violation of this Order may be punished by appropriate measures including, without limitation, contempt proceedings and/or monetary sanctions. 6 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

DATED: 9/10/2020

9 (4p y Wo kz 10 HON. ALEXANDER F. MacKINNON = 11 |! United States Magistrate Judge

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ma} 17 18 19 20 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], 5 || declare under penalty of perjury that I have read in its entirety and understand the 6 || Stipulated Protective Order that was issued by the United States District Court for 7\|the Central District of California on [date] in the case of Charles 8 || Churchill v. Dogen California, LLC, et al., U.S.D.C. Court Case No. CV 19-9883 9 || MWF (AFMx). I agree to comply with and to be bound by all the terms of this 10 || Stipulated Protective Order and I understand and acknowledge that failure to so 11 || comply could expose me to sanctions and punishment in the nature of contempt. I

12 |! solemnly promise that I will not disclose in any manner any information or item that 13 |/is subject to this Stipulation Protective Order to any person or entity except in strict 14 || compliance with the provisions of this Order. 15 I further agree to submit to the jurisdiction of the United States District Court for the 16 || Central District of California for the purposes of enforcing the terms of this 17 || Stipulated Protective Order, even if such enforcement proceedings occur after 18 || termination of this action. I hereby appoint 19 [print or type full name] of 20 [print or type full address and telephone 21 || number] as my California agent for service of process in connection with this action 22 || or any proceedings related to enforcement of this Stipulated Protective Order. 23 || Date: 24 || City and State where sworn and signed: 25 26 || Printed Name: 27 28 || Signature: