1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA—WESTERN DIVISION 10 11 WELLS FARGO BANK, NATIONAL Case No. 2:19-cv-06791-CAS-GJSx ASSOCIATION, as securities 12 intermediary [PROPOSED] ORDER GRANTING

STIPULATED PROTECTIVE

13 Plaintiff, ORDER 14 v. NOTE CHANGES MADE BY THE

COURT

15 TRANSAMERICA LIFE

INSURANCE COMPANY,

16 Defendant. 17

18

19 20 21 22 23 24 25 26 27 28 1 1. PURPOSES AND LIMITATIONS/GOOD CAUSE STATEMENT 2 Discovery in this action is likely to involve production of confidential and 3 proprietary actuarial, business, technical, and financial information as well as 4 private information of Plaintiff Wells Fargo Bank, National Association, as 5 securities intermediary (“Wells Fargo”) for which special protection from public 6 disclosure and from use for any purpose other than prosecuting this litigation may 7 be warranted. Accordingly, Wells Fargo and Defendant Transamerica Life 8 Insurance Company (“TLIC”) hereby stipulate to and petition the Court to enter the 9 following Stipulated Protective Order (“Order”). The parties acknowledge that this 10 Order does not confer blanket protections on all disclosures or responses to 11 discovery and that the protection it affords from public disclosure and use extends 12 only to the limited information or items that are entitled to confidential treatment 13 under the applicable legal principles. The parties further acknowledge, as set forth 14 in Section 12.3 (Filing Protected Material), below, that this Protective Order does 15 not entitle them to file confidential information under seal; Local Civil Rule 79-5 16 and the Court’s Guide to Electronically Filing Under Seal Documents in Civil 17 Cases set forth the procedures that must be followed and the standards that will be 18 applied when a party seeks permission from the Court to file material under seal. 19 There is a strong presumption that the public has a right of access to judicial 20 proceedings and records in civil cases. In connection with non-dispositive motions, 21 good cause must be shown to support a filing under seal. See Kamakana v. City 22 and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 23 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 24 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective 25 orders require good cause showing), and a specific showing of good cause or 26 compelling reasons with proper evidentiary support and legal justification, must be 27 made with respect to Protected Material that a party seeks to file under seal. The 28 parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 1 or HIGHLY CONFIDENTIAL-ATTORNEYS’ EYES ONLY does not—without 2 the submission of competent evidence by declaration, establishing that the material 3 sought to be filed under seal qualifies as confidential, privileged, or otherwise 4 protectable—constitute good cause. 5 Further, if a party requests sealing related to a dispositive motion or trial, 6 then compelling reasons, not only good cause, for the sealing must be shown, and 7 the relief sought shall be narrowly tailored to serve the specific interest to be 8 protected. See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677-79 (9th Cir. 9 2010). For each item or type of information, document, or thing sought to be filed 10 or introduced under seal in connection with a dispositive motion or trial, the party 11 seeking protection must articulate compelling reasons, supported by specific facts 12 and legal justification, for the requested sealing order. Again, competent evidence 13 supporting the application to file documents under seal must be provided by 14 declaration. 15 Any document that is not confidential, privileged, or otherwise protectable in 16 its entirety will not be filed under seal if the confidential portions can be redacted. 17 If documents can be redacted, then a redacted version for public viewing, omitting 18 only the confidential, privileged, or otherwise protectable portions of the document, 19 shall be filed. Any application that seeks to file documents under seal in their 20 entirety should include an explanation of why redaction is not feasible. 21 2. DEFINITIONS 22 2.1 Acknowledgment: the “Acknowledgment and Agreement to be 23 Bound” form attached as Exhibit A to this Order. 24 2.2 Action: Wells Fargo Bank, National Association v. Transamerica Life 25 Insurance Company, Case No. 2:19-cv-06791-CAS-GJSx. 26 2.3 Challenging Party: A Party or Non-Party that challenges the 27 designation of information or items under this Order. 28 1 2.4 “CONFIDENTIAL” Information or Items: Confidential proprietary or 2 commercially sensitive business and financial information, trade secrets, and 3 personal information which is not generally known or publicly available and which 4 the Designating Party would not normally reveal to third parties or information that 5 otherwise meets the standard for protection set forth in Rule 26(c) of the Federal 6 Rules of Civil Procedure. It is the intent of the parties that information will not be 7 designated as confidential for tactical reasons and that nothing be so designated 8 without a good faith belief that it has been maintained in a confidential non-public 9 manner, and there is good cause why it should not be part of the public record of 10 this Action. 11 2.5 Counsel: Outside Counsel of Record and House Counsel (as well as 12 their support staff). 13 2.6 Designating Party: A Party or Non-Party that designates information or 14 items that it produces or that are produced in disclosures or in response to discovery 15 as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES 16 ONLY.” 17 2.7 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 20 or generated in disclosures or responses to discovery in this matter. 21 2.8 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 and who is not a past or current 24 employee of a Party or a current employee of a Party’s competitor and who, at the 25 time of retention, is not anticipated to become an employee of a Party or a 26 competitor of a Party. This definition includes a professional jury or trial 27 consultant retained in connection with this litigation. 28 1 2.9 “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES ONLY” 2 Information or Items: Extremely sensitive “Confidential Information or Items,” 3 disclosure of which to another Party or Non-Party would create a substantial risk of 4 serious harm that could not be avoided by less restrictive means. 5 2.10 House Counsel: Attorneys who are employees for a Party or of an 6 entity that owns an interest in a Party and is responsible for controlling or directing 7 the litigation. House Counsel does not include Outside Counsel of Record or any 8 other outside counsel. 9 2.11 Non-Party: Any natural person, partnership, corporation, association, 10 or other legal entity not named as a Party to this action. 11 2.12 Outside Counsel of Record: Attorneys who are not employees of a 12 party to this Action but are retained to represent or advise a party to this Action and 13 have appeared in this Action on behalf of that party or are affiliated with a law firm 14 that has appeared on behalf of that party, including support staff. 15 2.13 Party: Any party to this Action, including its House Counsel, officers, 16 directors, employees, consultants, and retained experts. 17 2.14 Parent: An entity that owns, or conducts the business affairs of, the 18 Receiving Party and is responsible for controlling and directing the litigation. 19 2.15 Producing Party: A Party or Non-Party that produces Disclosure or 20 Discovery Material in this Action. 21 2.16 Professional Vendors: Persons or entities that provide litigation 22 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 23 demonstrations, and organizing, storing or retrieving data in any form or medium) 24 and their employees and subcontractors. 25 2.17 Protected Material: Any Disclosure or Discovery Material that is 26 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- 27 ATTORNEYS’ EYES ONLY.” 28 1 2.18 Receiving Party: A Party that receives Disclosure or Discovery 2 Material from a Producing Party. 3 2.19 Related Actions: Feller v. Transamerica Life Insurance Co., No. 2:16- 4 cv-01378-CAS-GJSx (C.D. Cal. filed Feb. 28, 2016) (“Feller”); EFG Bank AG 5 Cayman Branch, et al. v. Transamerica Life Insurance Co., Case No. 2:16-cv- 6 08104-CAS-GJSx (C.D. Cal. filed Oct. 31, 2016) (“EFG”); The Wolf 2005 LLC v. 7 Transamerica Life Insurance Co., No. 2:17-cv-00994-CAS-GJSx (C.D. Cal. filed 8 Feb. 7, 2017); LSH Co., et. al. v. Transamerica Life Insurance Co., No. 2:18-cv- 9 09711 (C.D. Cal. filed November 16, 2018); and Lois Thompson, et al. v. 10 Transamerica Life Insurance Co., Case No. 2:18-cv-05422-CAS-GJS (C.D. Cal. 11 filed June 18, 2018) (“Thompson”). 12 3. SCOPE 13 The protections conferred by this Order cover not only Protected Material (as 14 defined above), but also (1) any information copied or extracted from Protected 15 Material; (2) all copies, excerpts, summaries, or compilations of Protected Material; 16 and (3) any testimony, conversations, or presentations by Parties or their Counsel or 17 their Experts that might reveal Protected Material. Any use of Protected Material at 18 trial shall be governed by the orders of the trial judge. This Order does not govern 19 the use of Protected Material at trial. 20 4. DURATION 21 FINAL DISPOSITION of the action is defined as the conclusion of any 22 appellate proceedings, or, if no appeal is taken, when the time for filing of an 23 appeal has run. Except as set forth below, the terms of this Order apply through 24 FINAL DISPOSITION. The parties stipulate that they will be contractually bound 25 by the terms of this agreement beyond FINAL DISPOSITION, and that they will 26 have to file a separate action for enforcement of the agreement once FINAL 27 DISPOSITION of the action occurs. 28 1 Once a case proceeds to trial, information that was designated as 2 CONFIDENTIAL, HIGHLY CONFIDENTIAL-ATTORNEYS’ EYES ONLY, or 3 maintained pursuant to this protective order used or introduced as an exhibit at trial 4 becomes public and will be presumptively available to all members of the public, 5 including the press, unless compelling reasons supported by specific factual 6 findings to proceed otherwise are made to the trial judge in advance of the trial. See 7 Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” showing for sealing 8 documents produced in discovery from “compelling reasons” standard when merits- 9 related documents are part of court record). Accordingly, the terms of this 10 protective order do not extend beyond the commencement of the trial. 11 5. DESIGNATING PROTECTED MATERIAL 12 5.1 Exercise of Restraint and Care in Designating Material for Protection. 13 Each Party or Non-Party that designates information or items for protection under 14 this Order must take care to limit any such designation to specific material that 15 qualifies under the appropriate standards. To the extent it is practical to do so, the 16 Designating Party must designate for protection only those parts of material, 17 documents, items or oral or written communications that qualify so that other 18 portions of the material, documents, items or communications for which protection 19 is not warranted are not swept unjustifiably within the ambit of this Order. 20 While mass, indiscriminate or routinized designations are prohibited, the 21 Parties recognize that manually analyzing and designating large numbers of 22 documents one-by-one for confidentiality can be an unduly burdensome task. The 23 Parties agree that each Party may reasonably rely on metadata information and 24 good-faith searches to designate documents for protection. Designations that are 25 shown to be clearly unjustified or that have been made for an improper purpose 26 (e.g., to unnecessarily encumber the case development process or to impose 27 unnecessary expenses and burdens on other parties) may expose the Designating 28 Party to sanctions. 1 If it comes to a Designating Party’s attention that information or items that it 2 designated for protection do not qualify for protection, that Designating Party must 3 promptly notify all other Parties that it is withdrawing the inapplicable designation. 4 5.2 Manner and Timing of Designations. Except as otherwise provided in 5 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 6 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 7 under this Order must be clearly so designated before the material is disclosed or 8 produced. Designation in conformity with this Order requires: 9 (a) for information in documentary form (e.g., paper or electronic 10 documents, but excluding transcripts of depositions or other pretrial or trial 11 proceedings), that the Producing Party affix at a minimum, the legend 12 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES 13 ONLY”, to each page that contains protected material. If only a portion of the 14 material on a page qualifies for protection, the Producing Party also must clearly 15 identify the protected portion(s) (e.g., by making appropriate markings in the 16 margins). 17 A Party or Non-Party that makes original documents available for inspection 18 need not designate them for protection until after the inspecting Party has indicated 19 which documents it would like copied and produced. During the inspection and 20 before the designation, all of the material made available for inspection shall be 21 deemed “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES ONLY.” After the 22 inspecting Party has identified the documents it wants copied and produced, the 23 Producing Party must determine which documents, or portions thereof, qualify for 24 protection under this Order. Then, before producing the specified documents, the 25 Producing Party must affix the legend “CONFIDENTIAL” or “HIGHLY 26 CONFIDENTIAL-ATTORNEYS’ EYES ONLY” to each page that contains 27 Protected Material. If only a portion of the material on a page qualifies for 28 1 protection, the Producing Party also must clearly identify the protected portion(s) 2 (e.g., by making appropriate markings in the margins). 3 (b) any Party may designate as Protected Material testimony given in a 4 deposition or in other pretrial or trial proceedings by informing the reporter during 5 the deposition or by sending a letter to all Outside Counsel of Record and to the 6 deposition reporter designating by page and line any portions of the transcript to be 7 so restricted, or the entire transcript if applicable, within thirty (30) days after 8 receiving the deposition transcript and specifying the level of protection being 9 asserted. 10 During this 30-day period, a transcript will be treated as if it had been 11 designated “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES ONLY” in its 12 entirety unless otherwise agreed. After the expiration of that period, the transcript 13 shall be treated only as actually designated. 14 When deposition testimony is designated Protected Material by informing the 15 reporter during the deposition, the transcript containing Protected Material shall 16 have an obvious legend on the title page that the transcript contains Protected 17 Material, and the title page shall be followed by a list of all pages (including line 18 numbers-as appropriate) that have been designated as Protected Material and the 19 level of protection being asserted by the Designating Party. The Designating Party 20 shall inform the court reporter of these requirements. 21 Parties shall give the other parties notice if they reasonably expect a 22 deposition, hearing, or other proceeding to include Protected Material so that the 23 other parties can ensure that only authorized individuals who have signed the 24 Acknowledgment are present at those proceedings. The use of a document as an 25 exhibit at a deposition shall not in any way affects its designation as 26 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES 27 ONLY.” 28 1 (c) for information produced in some form other than documentary and 2 for any other tangible items, that the Producing Party affix in a prominent place on 3 the exterior of the container or containers in which the information is stored the 4 legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ 5 EYES ONLY.” If only a portion or portions of the information warrants protection, 6 the Producing Party, to the extent practicable, shall identify the protected portion(s). 7 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 8 failure to designate qualified information or items does not, standing alone, waive 9 the Designating Party’s right to secure protection under this Order for such 10 material. Upon timely correction of a designation, the Receiving Party must make 11 reasonable efforts to assure that the material is treated in accordance with the 12 provisions of this Order. 13 5.4 Protected Health Information. Additionally, certain Confidential 14 Information or Items may be Protected Health Information (“PHI”) as defined by 15 the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the 16 regulations promulgated thereunder at 45 CFR 160.103. Without limiting the 17 generality of the foregoing, “PHI” includes, but is not limited to, health 18 information, including demographic information, relating to either, (a) the past, 19 present or future physical or mental condition of an individual, (b) the provision of 20 care to an individual, or (c) the payment for care provided to an individual, which 21 identifies the individual or which reasonably could be expected to identify an 22 individual. All “covered entities” (as defined by 45 CFR 160.103) are hereby 23 authorized to disclose PHI to all attorneys now of record in this Action or who may 24 become of record in the future in this Action. Subject to the Federal Rules of Civil 25 Procedure, and without prejudice to any Party’s objection except as otherwise 26 provided herein, the Parties are authorized to receive, subpoena, transmit, or 27 disclose PHI relevant to the claims at issue in this Action, subject to all terms of 28 this Order. All PHI disclosed under this Order must be designated as Confidential 1 Information pursuant to this Order. A Receiving Party which receives PHI in 2 discovery shall not use or disclose such PHI for any purpose other than this Action. 3 To the extent documents or information produced in this Action have already been 4 exchanged or will again be exchanged between the Parties in the normal course of 5 business, treatment of such documents prior to or after the conclusion of this Action 6 shall be governed by this Order. 7 5.5 Specific Provisions Concerning the Disclosure of Personally 8 Identifiable Information (“PII”). When PII (e.g., names, addresses, Social Security 9 numbers, phone numbers, etc.) is disclosed between the Parties as authorized by 10 this Order, the PII of any individuals whose claims are not at issue in this lawsuit 11 and who are otherwise identified in the Discovery Material may either be redacted 12 to protect the identity of such individuals, or produced without redactions. Upon 13 receipt of any PII, a Receiving Party shall take all reasonable measures necessary 14 for protecting the PII from unauthorized disclosure as required under both state and 15 federal law. 16 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 17 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 18 designation of confidentiality at any time that is consistent with the Court’s 19 Scheduling Order. Unless a prompt challenge to a Designating Party’s 20 confidentiality designation is necessary to avoid foreseeable, substantial unfairness, 21 unnecessary economic burdens, or a significant disruption or delay of the litigation, 22 a Party does not waive its right to challenge a confidentiality designation by 23 electing not to mount a challenge promptly after the original designation is 24 disclosed. 25 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 26 resolution process under Local Rule 37-1. In conferring, the Challenging Party 27 must explain the basis for its belief that the confidentiality designation was not 28 proper and must give the Designating Party an opportunity to review the designated 1 material, to reconsider the circumstances, and, if no change in designation is 2 offered, to explain the basis for the chosen designation. 3 6.3 The burden of persuasion in any such challenge proceeding shall be on 4 the Designating Party. Frivolous designations or challenges, and those designations 5 or challenges made for an improper purpose (e.g., to harass or impose unnecessary 6 expenses and burdens on other parties) may expose the respective Designating 7 Party or Challenging Party to sanctions. Unless the Designating Party has waived 8 or withdrawn the confidentiality designation, all parties shall continue to afford the 9 material in question the level of protection to which it is entitled under the 10 Designating Party’s designation until the Court rules on the challenge. 11 7. ACCESS TO AND USE OF PROTECTED MATERIAL 12 7.1 Basic Principles. A Receiving Party may use Protected Material that is 13 disclosed or produced by another Party or by a Non-Party in connection with this 14 Action only for prosecuting, defending or attempting to settle this Action. Such 15 Protected Material may be disclosed only to the categories of persons and under the 16 conditions described in this Order. When the Action has been terminated, a 17 Receiving Party must comply with the provisions of section 13 below (FINAL 18 DISPOSITION). Protected Material must be stored and maintained by a Receiving 19 Party at a location and in a secure manner that ensures that access is limited to the 20 persons authorized under this Order. 21 Notwithstanding anything in this Order, to the extent documents produced by 22 TLIC in this Action were originally produced in Feller using the Feller Bates 23 numbers, EFG using the EFG Bates numbers, or Thompson using the Thompson 24 Bates numbers, and depositions taken against TLIC or TLIC-affiliated witnesses in 25 the Related Actions, such documents and depositions will be produced in this 26 Action in accordance with the procedures agreed to by the parties in the Stipulated 27 Order Regarding Electronically Stored Information and Document Production 28 where applicable, as well as the Federal Rules of Civil Procedure and the Federal 1 Rules of Evidence as to admissibility. The treatment of Confidential Material in 2 those documents and depositions in this Action will be governed by this Order. The 3 Parties further stipulate that Confidential Information produced by TLIC in the 4 Related Actions only but excluded from this Action (i.e., Owner Specific 5 Documents) may be disclosed to Outside Counsel of Record for Wells Fargo 6 subject to the terms of this Agreement for the sole purpose of reviewing transcripts 7 from depositions taken in the Related Actions and reducing litigation costs incurred 8 through document hosting platforms. 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 14 well as employees of said Outside Counsel of Record to whom it is reasonably 15 necessary to disclose the information for this Action; 16 (b) the Receiving Party, including officers, directors, and employees 17 (including House Counsel) of the Receiving Party to whom disclosure is reasonably 18 necessary for this Action; 19 (c) the Receiving Party’s Parents’ officers, directors, employees, or 20 consultants, advisors, insurers and/or reinsurers (1) to whom disclosure is 21 reasonably necessary for this Action, and (2) who have signed the 22 Acknowledgment; 23 (d) Experts (as defined in this Order) of the Receiving Party to whom 24 disclosure is reasonably necessary for this Action and who have signed the 25 Acknowledgment; 26 (e) the Related Actions plaintiffs’ counsel only as to Protected 27 Material in or deriving from documents with a Feller, EFG, or Thompson Bates 28 number if such Protected Material already has been disclosed to such counsel; 1 (f) the Court and its personnel; 2 (g) court reporters and their staff; 3 (h) professional jury or trial consultants, mock jurors, and Professional 4 Vendors to whom disclosure is reasonably necessary for this Action and who have 5 signed the Acknowledgment; 6 (i) the author or recipient of a document containing the information or 7 a custodian or other person who otherwise possessed or knew the information; 8 (j) during their depositions, witnesses, and attorneys for witnesses, in 9 the Action to whom disclosure is reasonably necessary provided: (1) the deposing 10 party requests that the witness sign the Acknowledgment; and (2) they will not be 11 permitted to keep any confidential information unless they sign the 12 Acknowledgment, unless otherwise agreed by the Designating Party or ordered by 13 the Court; and 14 (k) any mediator or settlement officer, and their supporting personnel, 15 mutually agreed upon by any of the parties engaged in settlement discussions and 16 who have signed the Acknowledgment. 17 7.3 Disclosure of “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES 18 ONLY Information or Items. Unless otherwise ordered by the Court or permitted 19 in writing by the Designating Party, a Receiving Party may disclose any 20 information or item designated “HIGHLY CONFIDENTIAL- ATTORNEYS’ 21 EYES ONLY” only to: 22 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 23 well as employees of said Outside Counsel of Record to whom it is reasonably 24 necessary to disclose the information for this Action; 25 (b) House Counsel and up to five additional officers, directors, 26 employees, consultants, advisors, insurers and/or reinsurers of TLIC if it is a 27 Receiving Party, or Plaintiff, if it is a receiving party, to whom disclosure is 28 reasonably necessary for this Action and who have signed the “Acknowledgment 1 and Agreement to be Bound” (Exhibit A). A House Counsel who is a member of 2 the Bar of any state in the United States need not sign the Acknowledgment. 3 (c) Experts (as defined in this Order) of the Receiving Party to whom 4 disclosure is reasonably necessary for this Action and who have signed the 5 Acknowledgment; 6 (d) the Related Actions plaintiffs’ counsel only as to Protected 7 Material in or deriving from documents with a Feller, EFG, or Thompson Bates 8 number if such Protected Material already has been disclosed to such counsel; 9 (e) the Court and its personnel; 10 (f) court reporters and their staff; 11 (g) professional jury or trial consultants, mock jurors, and Professional 12 Vendors to whom disclosure is reasonably necessary for this Action and who have 13 signed the Acknowledgment; 14 (h) the author or recipient of a document containing the information or 15 a custodian or other person who otherwise possessed or knew the information; 16 (i) during their depositions, witnesses, and attorneys for witnesses, in 17 the Action to whom disclosure is reasonably necessary provided the witness signs 18 the Acknowledgment; and 19 (j) any mediator or settlement officer, and their supporting personnel, 20 mutually agreed upon by any of the parties engaged in settlement discussions and 21 who have signed the Acknowledgment. 22 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 23 PRODUCED IN OTHER LITIGATION 24 If a Party is served with a subpoena or a court order issued in other litigation 25 that compels disclosure of any information or items designated in this Action as 26 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ EYES 27 ONLY” that Party must: 28 1 (a) promptly notify in writing the Designating Party. Such notification shall 2 include a copy of the subpoena or court order; 3 (b) promptly notify in writing the party who caused the subpoena or order to 4 issue in the other litigation that some or all of the material covered by the subpoena 5 or order is subject to this Protective Order. Such notification shall include a copy of 6 this Order; 7 (c) cooperate with respect to all reasonable procedures sought to be pursued 8 by the Designating Party whose Protected Material may be affected; and 9 (d) otherwise comply with any applicable HIPAA rules or regulations with 10 respect to any response or production in connection with a discovery request or 11 subpoena. 12 If the Designating Party timely seeks a protective order, the Party served with 13 the subpoena or court order shall not produce any information designated in this 14 action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL- ATTORNEYS’ 15 EYES ONLY” before a determination by the court from which the subpoena or 16 order issued, unless the Party has obtained the Designating Party’s permission. The 17 Designating Party shall bear the burden and expense of seeking protection in that 18 court of its confidential material and nothing in these provisions should be 19 construed as authorizing or encouraging a Receiving Party in this Action to disobey 20 a lawful directive from another court. 21 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 22 PRODUCED IN THIS LITIGATION 23 (a) The terms of this Order are applicable to information produced by a Non- 24 Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 25 CONFIDENTIAL- ATTORNEYS’ EYES ONLY.” Such information produced by 26 Non-Parties in connection with this litigation is protected by the remedies and relief 27 provided by this Order. Nothing in these provisions should be construed as 28 prohibiting a Non-Party from seeking additional protections. 1 (b) In the event that a Party is required, by a valid discovery request, to 2 produce a Non-Party’s confidential information in its possession, and the Party is 3 subject to an agreement with the Non-Party not to produce the Non-Party’s 4 confidential information, then the Party shall: 5 (1) promptly notify in writing the Requesting Party and the Non-Party 6 that some or all of the information requested is subject to a confidentiality 7 agreement with a Non-Party; 8 (2) promptly provide the Non-Party with a copy of the Order in this 9 Action, the relevant discovery request(s), and a reasonably specific description of 10 the information requested; and 11 (3) make the information requested available for inspection by the 12 Non-Party, if requested. 13 (c) If the Non-Party fails to seek a protective order from this court within 21 14 days of receiving the notice and accompanying information, the Receiving Party 15 may produce the Non-Party’s confidential information responsive to the discovery 16 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 17 not produce any information in its possession or control that is subject to the 18 confidentiality agreement with the Non-Party before a determination by the court. 19 Absent a court order to the contrary, the Non-Party shall bear the burden and 20 expense of seeking protection in this court of its Protected Material. 21 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 22 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 23 Protected Material to any person or in any circumstance not authorized under this 24 Order, the Receiving Party must immediately (a) notify in writing the Designating 25 Party of the unauthorized disclosures, (b) use its best efforts to retrieve all 26 unauthorized copies of the Protected Material, (c) inform the person or persons to 27 whom unauthorized disclosures were made of all the terms of this Order, and (d) 28 request such person or persons to execute the Acknowledgment. 1 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 2 PROTECTED MATERIAL 3 When a Producing Party gives notice to Receiving Parties that certain 4 inadvertently produced material is subject to a claim of privilege or other protection 5 (e.g., work product immunity), the obligations of the Receiving Parties are those set 6 forth in Federal Rule of Civil Procedure 26(b)(5)(B). This provision is not intended 7 to modify whatever procedure may be established in an e-discovery order that 8 provides for production without prior privilege review. Pursuant to Federal Rule of 9 Evidence 502(d) and (e), the parties agree that the inadvertent or unintentional 10 disclosure by the Producing Party of material that is privileged or subject to other 11 protection shall not be deemed a waiver in whole or in part of the claim of privilege 12 or other protection, either as to the specific information disclosed or as to any other 13 information relating thereto on the same or related subject matter. 14 Upon learning of an inadvertent or unintentional disclosure of privileged 15 information, the Producing Party shall provide written notice to the parties who 16 have received such information. If the Receiving Party does not timely challenge 17 the assertion of privilege, then within ten business days of the date of that written 18 notice, the documents or materials described in that notice (“Privileged 19 Documents”) shall be returned to counsel for the Producing Party or destroyed by 20 the Receiving Party, and in the same time frame, any notes or other writing or 21 recordings that copy, summarize, reflect, or discuss the content of the Privileged 22 Documents (“Privileged Notes”) shall be destroyed by the Receiving Party. No use 23 shall be made of such documents or materials from such inadvertent production 24 during deposition or at trial, nor shall such documents or materials be provided to 25 anyone who did not already have access to them prior to the request by the 26 Producing Party that they be returned. 27 If the Receiving Party intends to challenge the assertion of privilege, it must 28 provide written notice within this ten-day period explaining the grounds for its 1 challenge, initiate the dispute resolution process under Local Rule 37.1, and 2 sequester the Privileged Documents and Privileged Notes. 3 If the Parties cannot resolve a challenge without court intervention, the 4 Receiving Party may move the Court for an order compelling production of any 5 Privileged Documents in compliance with Local Rule 37, but the motion shall not 6 assert as a ground for production the fact of the inadvertent production or 7 disclosure. Pending the Court’s ruling, the party challenging the assertion of 8 privilege shall sequester the Privileged Documents and Privileged Notes and shall 9 not make any use of such information. 10 12. MISCELLANEOUS 11 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 12 person to seek its modification by the Court in the future. 13 12.2 Right to Assert Other Objections. By stipulating to the entry of this 14 Order, no Party waives any right it otherwise would have to object to disclosing or 15 producing any information or item on any ground not addressed in this Order. 16 Similarly, no Party waives any right to object on any ground to use in evidence of 17 any of the material covered by this Protective Order. 18 12.3 Filing Protected Material. A Party that seeks to file under seal any 19 Protected Material must comply with Local Civil Rule 79-5. Protected Material 20 may only be filed under seal pursuant to a court order authorizing the sealing of the 21 specific Protected Material at issue. If a Party’s request to file Protected Material 22 under seal is denied by the court, then the Receiving Party may file the information 23 in the public record unless otherwise instructed by the court. 24 13. FINAL DISPOSITION 25 After the final disposition of this Action, as defined in Section 4 26 (DURATION), within 60 days of a written request by the Designating Party, each 27 Receiving Party must return all Protected Material to the Producing Party or destroy 28 such material, except such material that exists on back-up tapes or similar storage 1 and systems, in which case such material need not be immediately deleted or 2 destroyed, and instead, should be overwritten and destroyed in the normal course of 3 business. Until that material is overwritten and destroyed in the normal course of 4 business, the Receiving Party will take reasonable steps to limit access, if any, to 5 the persons necessary to conduct routine IT and cybersecurity functions. As used in 6 this subdivision, “all Protected Material” includes all copies, abstracts, 7 compilations, summaries, and any other format reproducing or capturing any of the 8 Protected Material. Whether the Protected Material is returned or destroyed, the 9 Receiving Party must submit a written certification to the Producing Party (and, if 10 not the same person or entity, to the Designating Party) by the 60 day deadline that 11 (1) identifies (by category, where appropriate) all the Protected Material that was 12 returned or destroyed and (2) affirms that the Receiving Party has not retained any 13 copies, abstracts, compilations, summaries or any other format reproducing or 14 capturing any of the Protected Material. Notwithstanding this provision, Counsel 15 are entitled to retain an archival copy of all pleadings, motion papers, trial, 16 deposition, and hearing transcripts, legal memoranda, correspondence, deposition 17 and trial exhibits, expert reports, attorney work product, and consultant and expert 18 work product, even if such materials contain Protected Material. Any such archival 19 copies that contain or constitute Protected Material remain subject to this Protective 20 Order as set forth in Section 4 (DURATION). 21 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 22 Dated: September 25, 2020 ARENT FOX LLP

23

24 By: /s/ Franjo M. Dolenac Michael Cryan 25 Franjo M. Dolenac

26 Attorneys for Plaintiff

WELLS FARGO BANK, NATIONAL

27 ASSOCIATION, as securities intermediary

28 1 || Dated: September 25, 2020 McDOWELL HETHERINGTON LLP 2 3 By: _ /s/ Erin E. Bennett Hutson B. Smelley 4 Erin E. Bennett 5 Attorneys for Defendant

TRANSAMERICA LIFE INSURANCE

6 COMPANY 7 8 I, Franjo M. Dolenac, in accordance with Local Rule 5-4.3.4, attest that all g || other signatories listed, and on whose behalf this filing is submitted, concur in the 10 || filing’s content and have authorized the filing. 11 12 || Dated: September 25, 2020 /s/ Franjo M. Dolenac Franjo M. Dolenac 13 14 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 15 - 16 || Dated: October 6, 2020

GAIL J. STANDISH

17 UNITED STATES MAGISTRATE JUDGE 18 19 20 21 22 23 24 25 26 27 28

1 EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

2 3 I, _____________________________ [print or type full name], of 4 _________________ [print or type full address], declare under penalty of perjury 5 that I have read in its entirety and understand the Stipulated Protective Order that 6 was issued by the United States District Court for the Central District of California 7 on __________ [date] in the case of Wells Fargo Bank, National Association v. 8 Transamerica Life Insurance Company, Case No. 2:19-cv-06791-CAS-GJSx. I 9 agree to comply with and to be bound by all the terms of this Stipulated Protective 10 Order and I understand and acknowledge that failure to so comply could expose me 11 to sanctions and punishment in the nature of contempt. I solemnly promise that I 12 will not disclose in any manner any information or item that is subject to this 13 Stipulated Protective Order to any person or entity except in strict compliance with 14 the provisions of this Stipulated Protective Order. I further agree to submit to the 15 jurisdiction of the United States District Court for the Central District of California 16 for enforcing the terms of this Stipulated Protective Order, even if such 17 enforcement proceedings occur after termination of this action. I hereby appoint 18 __________________________ [print or type full name] of 19 _______________________________________ [print or type full address and 20 telephone number] as my California agent for service of process in connection with 21 this action or any proceedings related to enforcement of this Stipulated Protective 22 Order. 23 24 Date: ______________________________________ 25 City and State where sworn and signed: _________________________________ 26 Printed name: _______________________________ 27 Signature: __________________________________ 28