1 AARON J. MALO, (179985) amalo@sheppardmullin.com 2 JACQUELINE G. LUTHER, (271844) jluther@sheppardmullin.com 3 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership 4 Including Professional Corporations 650 Town Center Drive, 10th Floor 5 Costa Mesa, California 92626-1993 6 Telephone: (714) 513-5100 Facsimile: (714) 513-5130 7 Attorneys for Defendant and Counterclaimant 8 INLAND KENWORTH (US), INC. 9 and Plaintiff AJR TRUCKING, INC. 10 JOSEPH S. LEVENTHAL (221043) joseph.leventhal@dinsmore.com 11 DILLON D. CHEN (311190) dillon.chen@dinsmore.com 12 DINSMORE & SHOHL, LLP 550 South Hope Street, Suite 1765 13 Los Angeles, CA 90071 Ph: (213) 335-7737 14 Fx: (213) 335-7740 15 KAREN S. HOCKSTAD (Pro Hac Vice) karen.hockstad@dinsmore.com 16 JUSTIN M. BURNS (Pro Hac Vice) justin.burns@dinsmore.com 17 DINSMORE & SHOHL LLP 191 W. Nationwide Blvd., Suite 300 18 Columbus, Ohio 43215 Ph: (614) 628-6880 19 Fx: (614) 628-6890 20 Attorney for Plaintiffs and Counter-Defendants

WORTHINGTON INDUSTRIES, INC. &

WORTHINGTON CYLINDER CORP.

22 23

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

25 26 WORTHINGTON INDUSTRIES, INC., Case No. 2:20 cv 02602-JWH-RAO

AND WORTHINGTON CYLINDER

27 (Ohio Southern District Case No. 2:19-

CORP.,

cv-03348) (Consolidated Case: 2:20-cv- 1 v.

STIPULATED PROTECTIVE

2 INLAND KENWORTH (US), INC., ORDER 3 Defendant. District Judge: Hon. John Holcomb 4 Magistrate Judge: Hon. Rozella A. Oliver 5 Trial Date: April 13, 2021 6

INLAND KENWORTH (US), INC.,

7 Counter-Complainant, 8 v. 9

WORTHINGTON INDUSTRIES, INC.,

10 AND WORTHINGTON CYLINDER

CORP,

11 Counter-Defendant. 12 13

AJR TRUCKING, INC.,

14 Plaintiff, 15 v. 16

WORTHINGTON INDUSTRIES, INC.,

17 AND WORTHINGTON CYLINDER

CORP.,

18 Defendants, 19 20 1. A. PURPOSES AND LIMITATIONS 21 Discovery in this action is likely to involve production of confidential, 22 proprietary or private information for which special protection from public disclosure 23 and from use for any purpose other than prosecuting this litigation may be warranted. 24 Accordingly, the parties hereby stipulate to and petition the Court to enter the 25 following Stipulated Protective Order. The parties acknowledge that this Order does 26 not confer blanket protections on all disclosures or responses to discovery and that 27 the protection it affords from public disclosure and use extends only to the limited 1 information or items that are entitled to confidential treatment under the applicable 2 legal principles. 3 B. GOOD CAUSE STATEMENT 4 This action is likely to involve trade secrets, customer and pricing lists and 5 other valuable research, development, commercial, financial, technical and/or 6 proprietary information for which special protection from public disclosure and from 7 use for any purpose other than prosecution of this action is warranted. Such 8 confidential and proprietary materials and information consist of, among other things, 9 confidential business or financial information, information regarding confidential 10 business practices, or other confidential research, development, or commercial 11 information (including information implicating privacy rights of third parties), 12 information otherwise generally unavailable to the public, or which may be privileged 13 or otherwise protected from disclosure under state or federal statutes, court rules, case 14 decisions, or common law. Accordingly, to expedite the flow of information, to 15 facilitate the prompt resolution of disputes over confidentiality of discovery 16 materials, to adequately protect information the parties are entitled to keep 17 confidential, to ensure that the parties are permitted reasonable necessary uses of such 18 material in preparation for and in the conduct of trial, to address their handling at the 19 end of the litigation, and serve the ends of justice, a protective order for such 20 information is justified in this matter. It is the intent of the parties that information 21 will not be designated as confidential for tactical reasons and that nothing be so 22 designated without a good faith belief that it has been maintained in a confidential, 23 non-public manner, and there is good cause why it should not be part of the public 24 record of this case. 25 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL 26 The parties further acknowledge, as set forth in Section 12.3, below, that this 27 Stipulated Protective Order does not entitle them to file confidential information 1 the standards that will be applied when a party seeks permission from the court to file 2 material under seal. 3 There is a strong presumption that the public has a right of access to judicial 4 proceedings and records in civil cases. In connection with non-dispositive motions, 5 good cause must be shown to support a filing under seal. See Kamakana v. City and 6 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 7 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, Inc., 8 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require good 9 cause showing), and a specific showing of good cause or compelling reasons with 10 proper evidentiary support and legal justification, must be made with respect to 11 Protected Material that a party seeks to file under seal. The parties’ mere designation 12 of Disclosure or Discovery Material as CONFIDENTIAL does not—without the 13 submission of competent evidence by declaration, establishing that the material 14 sought to be filed under seal qualifies as confidential, privileged, or otherwise 15 protectable—constitute good cause. 16 Further, if a party requests sealing related to a dispositive motion or trial, then 17 compelling reasons, not only good cause, for the sealing must be shown, and the 18 relief sought shall be narrowly tailored to serve the specific interest to be protected. 19 See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677-79 (9th Cir. 2010). For each 20 item or type of information, document, or thing sought to be filed or introduced under 21 seal in connection with a dispositive motion or trial, the party seeking protection must 22 articulate compelling reasons, supported by specific facts and legal justification, for 23 the requested sealing order. Again, competent evidence supporting the application to 24 file documents under seal must be provided by declaration. 25 Any document that is not confidential, privileged, or otherwise protectable in 26 its entirety will not be filed under seal if the confidential portions can be redacted. If 27 documents can be redacted, then a redacted version for public viewing, omitting only 1 be filed. Any application that seeks to file documents under seal in their entirety 2 should include an explanation of why redaction is not feasible. 3 2. DEFINITIONS 4 2.1 Action: Worthington Industries, Inc. and Worthington Cylinder Corp. v. 5 Inland Kenworth (Us), Inc., Case No. 2:20 CV 02602-GW-RAO (Consolidated Case: 6 2:20-cv-04622-GW-RAO) 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 10 how 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). 15 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 17 “CONFIDENTIAL.” 18 2.6 Disclosure or Discovery Material: all items or information, regardless of 19 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. 1 2.9 Non-Party: any natural person, partnership, corporation, association or 2 other legal entity not named as a Party to this action. 3 2.10 Outside Counsel of Record: attorneys who are not employees of a party 4 to this Action but are retained to represent or advise a party to this Action and have 5 appeared in this Action on behalf of that party or are affiliated with a law firm that 6 has appeared on behalf of that party, and includes support staff. 7 2.11 Party: any party to this Action, including all of its officers, directors, 8 employees, consultants, retained experts, and Outside Counsel of Record (and their 9 support staffs). 10 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 11 Discovery Material in this Action. 12 2.13 Professional Vendors: persons or entities that provide litigation support 13 services (e.g., photocopying, videotaping, translating, preparing exhibits or 14 demonstrations, and organizing, storing, or retrieving data in any form or medium) 15 and their employees and subcontractors. 16 2.14 Protected Material: any Disclosure or Discovery Material that is 17 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY’S 18 EYES ONLY.” 19 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 20 from a Producing Party. 21 2.16 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 22 Information or Items: extremely sensitive “Confidential Information or Items,” 23 disclosure of which to another Party or Non-Party would create substantial risk of 24 serious competitive harm that could not be avoided by less restrictive means. 25 3. SCOPE 26 The protections conferred by this Stipulation and Order cover not only 27 Protected Material (as defined above), but also (1) any information copied or 1 compilations of Protected Material; and (3) any testimony, conversations, or 2 presentations by Parties or their Counsel that might reveal Protected Material. 3 Any use of Protected Material at trial shall be governed by the orders of the 4 trial judge. This Order does not govern the use of Protected Material at trial. 5 6 4. DURATION 7 Once a case proceeds to trial, information that was designated as 8 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 9 as an exhibit at trial becomes public and will be presumptively available to all 10 members of the public, including the press, unless compelling reasons supported by 11 specific factual findings to proceed otherwise are made to the trial judge in advance 12 of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” 13 showing for sealing documents produced in discovery from “compelling reasons” 14 standard when merits-related documents are part of court record). Accordingly, the 15 terms of this protective order do not extend beyond the commencement of the trial. 16 5. DESIGNATING PROTECTED MATERIAL 17 5.1 Exercise of Restraint and Care in Designating Material for Protection. 18 Each Party or Non-Party that designates information or items for protection 19 under this Order must take care to limit any such designation to specific material that 20 qualifies under the appropriate standards. The Designating Party must designate for 21 protection only those parts of material, documents, items or oral or written 22 communications that qualify so that other portions of the material, documents, items 23 or communications for which protection is not warranted are not swept unjustifiably 24 within the ambit of this Order. 25 Mass, indiscriminate or routinized designations are prohibited. Designations 26 that are shown to be clearly unjustified or that have been made for an improper 27 purpose (e.g., to unnecessarily encumber the case development process or to impose 1 unnecessary expenses and burdens on other parties) may expose the Designating 2 Party to sanctions. 3 If it comes to a Designating Party’s attention that information or items that it 4 designated for protection do not qualify for protection, that Designating Party must 5 promptly notify all other Parties that it is withdrawing the inapplicable designation. 6 5.2 Manner and Timing of Designations. Except as otherwise provided in 7 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 8 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 9 under this Order must be clearly so designated before the material is disclosed or 10 produced. 11 Designation in conformity with this Order requires: 12 (a) for information in documentary form (e.g., paper or electronic documents, 13 but excluding transcripts of depositions or other pretrial or trial proceedings), 14 that the Producing Party affix at a minimum, the legend “CONFIDENTIAL” 15 (hereinafter “CONFIDENTIAL legend”), to each page that contains protected 16 material. If only a portion of the material on a page qualifies for protection, the 17 Producing Party also must clearly identify the protected portion(s) (e.g., by 18 making appropriate markings in the margins). A Party or Non-Party that makes 19 original documents available for inspection need not designate them for 20 protection until after the inspecting Party has indicated which documents it 21 would like copied and produced. During the inspection and before the 22 designation, all of the material made available for inspection shall be deemed 23 “CONFIDENTIAL.” After the inspecting Party has identified the documents it 24 wants copied and produced, the Producing Party must determine which 25 documents, or portions thereof, qualify for protection under this Order. Then, 26 before producing the specified documents, the Producing Party must affix the 27 “CONFIDENTIAL legend” to each page that contains Protected Material. If 1 Party also must clearly identify the protected portion(s) (e.g., by making 2 appropriate markings in the margins). 3 (b) Designating Material As “Highly Confidential - Attorneys’ 4 Eyes Only.” Any party, or any third party subpoenaed by one of the parties, may 5 designate as Attorneys’ Eyes Only and subject to this Protective Order any 6 materials or information that meet the test set forth in Paragraph 2.16, but as to 7 which the Producing Entity also asserts in good faith that the information is so 8 competitively sensitive that the receipt of the information by parties to the 9 litigation could result in serious competitive harm to the Producing Entity. 10 11 (c) for testimony given in depositions that the Designating Party identifies the 12 Disclosure or Discovery Material on the record, before the close of the 13 deposition all protected testimony. 14 15 (d) for information produced in some form other than documentary and for 16 any other tangible items, that the Producing Party affix in a prominent place on 17 the exterior of the container or containers in which the information is stored the 18 legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 19 EYES ONLY.” If only a portion or portions of the information warrants 20 protection, the Producing Party, to the extent practicable, shall identify the 21 protected portion(s). 22 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 23 failure to designate qualified information or items does not, standing alone, waive the 24 Designating Party’s right to secure protection under this Order for such material. 25 Upon timely correction of a designation, the Receiving Party must make reasonable 26 efforts to assure that the material is treated in accordance with the provisions of this 27 Order. 1 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 2 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 3 designation of confidentiality at any time that is consistent with the Court’s 4 Scheduling Order. 5 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 6 resolution process under Local Rule 37.1, et seq. 7 6.3 The burden of persuasion in any such challenge proceeding shall be on 8 the Designating Party. Frivolous challenges, and those made for an improper purpose 9 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 10 expose the Challenging Party to sanctions. Unless the Designating Party has waived 11 or withdrawn the confidentiality designation, all parties shall continue to afford the 12 material in question the level of protection to which it is entitled under the Producing 13 Party’s designation until the Court rules on the challenge. 14 7. ACCESS TO AND USE OF PROTECTED MATERIAL 15 7.1 Basic Principles. A Receiving Party may use Protected Material that is 16 disclosed or produced by another Party or by a Non-Party in connection with this 17 Action only for prosecuting, defending or attempting to settle this Action. Such 18 Protected Material may be disclosed only to the categories of persons and under the 19 conditions described in this Order. When the Action has been terminated, a 20 Receiving Party must comply with the provisions of section 13 below (FINAL 21 DISPOSITION). 22 Protected Material must be stored and maintained by a Receiving Party at a 23 location and in a secure manner that ensures that access is limited to the persons 24 authorized under this Order. 25 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 26 otherwise ordered by the court or permitted in writing by the Designating Party, a 27 Receiving Party may disclose any information or item designated 1 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 2 employees of said Outside Counsel of Record to whom it is reasonably 3 necessary to disclose the information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) of the 5 Receiving Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to whom 7 disclosure is reasonably necessary for this Action and who have signed the 8 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (d) the court and its personnel; 10 (e) court reporters and their staff; 11 (f) professional jury or trial consultants, mock jurors, and Professional 12 Vendors to whom disclosure is reasonably necessary for this Action and who 13 have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 (g) the author or recipient of a document containing the information or a 15 custodian or other person who otherwise possessed or knew the information; 16 (h) during their depositions, witnesses, and attorneys for witnesses, in the 17 Action to whom disclosure is reasonably necessary provided: (1) the deposing 18 party requests that the witness sign the form attached as Exhibit 1 hereto; and 19 (2) they will not be permitted to keep any confidential information unless they 20 sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless 21 otherwise agreed by the Designating Party or ordered by the court. Pages of 22 transcribed deposition testimony or exhibits to depositions that reveal Protected 23 Material may be separately bound by the court reporter and may not be 24 disclosed to anyone except as permitted under this Stipulated Protective Order; 25 and any mediator or settlement officer, and their supporting personnel, 26 mutually agreed upon by any of the parties engaged in settlement discussions. 27 7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES 1 writing by the Designating Party, a Receiving Party may disclose any information or 2 item designated “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES ONLY” only 3 to: 4 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 5 employees of said Outside Counsel of Record to whom it is reasonably 6 necessary to disclose the information for this Action; 7 (b) Experts (as defined in this Order) of the Receiving Party to whom 8 disclosure is reasonably necessary for this Action and who have signed the 9 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 10 (c) the court and its personnel; 11 (d) court reporters and their staff; 12 (e) professional jury or trial consultants, mock jurors, and Professional 13 Vendors to whom disclosure is reasonably necessary for this Action and who 14 have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 15 (f) the author or recipient of a document containing the information or a 16 custodian or other person who otherwise possessed or knew the information; 17 and 18 (g) any mediator or settlement officer, and their supporting personnel, 19 mutually agreed upon by any of the parties engaged in settlement discussions. 20 Notwithstanding the above restrictions in Paragraph 7.3, parties may use 21 information disclosed or designated “HIGHLY-CONFIDENTIAL- ATTORNEYS” 22 EYES ONLY” to identify and contact witnesses. If disclosure of any “HIGHLY 23 CONFIDENTIAL-ATTORNEYS EYES ONLY” information is reasonably necessary 24 in connection with any deposition or subpoena, beyond the mere identification of the 25 witness and/or responding party, the party issuing such deposition notice or subpoena 26 must: (1) meet and confer with counsel for the designating party prior to issuance of 27 any subpoena; (2) request that the witness sign the form attached as Exhibit 1 hereto; 1 information unless he/she signs the “Acknowledgment and Agreement to Be Bound” 2 (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the 3 court. Pages of transcribed deposition testimony or exhibits to depositions that reveal 4 Protected Material may be separately bound by the court reporter and may not be 5 disclosed to anyone except as permitted under this Stipulated Protective Order. 6 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 7 OTHER LITIGATION 8 If a Party is served with a subpoena or a court order issued in other litigation 9 that compels disclosure of any information or items designated in this Action as 10 “CONFIDENTIAL,” that Party must: 11 (a) promptly notify in writing the Designating Party. Such notification shall 12 include a copy of the subpoena or court order; 13 (b) promptly notify in writing the party who caused the subpoena or order to 14 issue in the other litigation that some or all of the material covered by the 15 subpoena or order is subject to this Protective Order. Such notification shall 16 include a copy of this Stipulated Protective Order; and 17 (c) cooperate with respect to all reasonable procedures sought to be pursued by 18 the Designating Party whose Protected Material may be affected. 19 If the Designating Party timely seeks a protective order, the Party served with 20 the subpoena or court order shall not produce any information designated in this 21 action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 22 EYES ONLY” before a determination by the court from which the subpoena or order 23 issued, unless the Party has obtained the Designating Party’s permission. The 24 Designating Party shall bear the burden and expense of seeking protection in that 25 court of its confidential material and nothing in these provisions should be construed 26 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 27 directive from another court. 1 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 2 PRODUCED IN THIS LITIGATION 3 (a) The terms of this Order are applicable to information produced by a Non- 4 Party in this Action and designated as “CONFIDENTIAL” or HIGHLY 5 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information 6 produced by Non-Parties in connection with this litigation is protected by the 7 remedies and relief provided by this Order. Nothing in these provisions should 8 be construed as prohibiting a Non-Party from seeking additional protections. 9 (b) In the event that a Party is required, by a valid discovery request, to 10 produce a Non-Party’s confidential information in its possession, and the Party 11 is subject to an agreement with the Non-Party not to produce the Non-Party’s 12 confidential information, then the Party shall: 13 (1) promptly notify in writing the Requesting Party and the Non-Party 14 that some or all of the information requested is subject to a 15 confidentiality agreement with a Non-Party; 16 (2) promptly provide the Non-Party with a copy of the Stipulated 17 Protective Order in this Action, the relevant discovery request(s), and a 18 reasonably specific description of the information requested; and 19 (3) make the information requested available for inspection by the Non- 20 Party, if requested. 21 (c) If the Non-Party fails to seek a protective order from this court within 14 22 days of receiving the notice and accompanying information, the Receiving 23 Party may produce the Non-Party’s confidential information responsive to the 24 discovery request. If the Non-Party timely seeks a protective order, the 25 Receiving Party shall not produce any information in its possession or control 26 that is subject to the confidentiality agreement with the Non-Party before a 27 determination by the court. Absent a court order to the contrary, the Non-Party 1 shall bear the burden and expense of seeking protection in this court of its 2 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 6 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 7 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, 16 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 20 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 to 23 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 1 disclosing or producing any information or item on any ground not addressed in this 2 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 Local Civil Rule 79-5. Protected Material may 6 only be filed under seal pursuant to a court order authorizing the sealing of the 7 specific Protected Material at issue. If a Party’s request to file Protected Material 8 under seal is denied by the court, then the Receiving Party may file the information in 9 the public 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 17 Party must submit a written certification to the Producing Party (and, if not the same 18 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 19 (by category, where appropriate) all the Protected Material that was returned or 20 destroyed and (2) affirms that the Receiving Party has not retained any copies, 21 abstracts, compilations, summaries or any other format reproducing or capturing any 22 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 23 retain an 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 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. 4 5 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 6 7 |\|\DATED: October 5, 2020 8 9 ||/s/ Karen S. Hockstad 10 Attorneys for Plaintiffs, Defendants, and Counter-Defendants 11 | WORTHINGTON INDUSTRIES, INC. & 1 WORTHINGTON CYLINDER CORP.

13 ||DATED: October 5, 2020 15 16 || /s/ Jacqueline G. Luther 17 || Attorneys for Defendant and Counterclaimant 18 INLAND KENWORTH (US), INC.

19 ||DATED: October 5, 2020 20 21 || /s/ Jacqueline G. Luther 22 | Attorneys for Plaintiff 54 AJR TRUCKING, INC.

24 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 25 . Royle G, 26 || DATED: October 5, 2020 07 HON. ROZELLA A. OLIVER United States Magistrate Judge 28

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, _____________________________ [print or type full name], of 4 _________________ [print or type full address], declare under penalty of perjury that 5 I have read in its entirety and understand the Stipulated Protective Order that was 6 issued by the United States District Court for the Central District of California on 7 [date] in the case of Worthington Industries, Inc. and Worthington Cylinder Corp. v. 8 Inland Kenworth (Us), Inc., Case No. 2:20 Cv 02602-Gw-Rao (Consolidated Case: 9 2:20-cv-04622-GW-RAO). I agree to comply with and to be bound by all the terms 10 of this Stipulated Protective Order and I understand and acknowledge that failure to 11 so 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 Stipulated 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 enforcing the terms of this Stipulated Protective 17 Order, even if such enforcement proceedings occur after termination of this action. I 18 hereby appoint __________________________ [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 Date: ______________________________________ 24 City and State where sworn and signed: _________________________________ 25 Printed name: _______________________________ 26 Signature: __________________________________ 27 1 CERTIFICATE OF SERVICE 2 I, the undersigned, do hereby certify that on October 5, 2020, a true copy of 3 this document was served by electronic mail and by United States Postal Service 4 upon all in this case as indicated below: 5 Aaron J. Malo Attorneys for Inland Jacqueline G. Luther Kenworth (US) Inc. and 6 SHEPPARD, MULLIN, RICHTER & AJR Trucking, Inc. 7 HAMPTON, LLP 650 Town Center Drive, 10th Floor 8 Costa Mesa, CA 92626-1993 Telephone: (714) 513-5100 9 Fax: (714) 513-5130 10 Email: amalo@sheppardmullin.com jluther@sheppardmullin.com 11 I declare under penalty of perjury under the laws of the United States of 12 America that the above is true and correct. 13 14 /s/ Karen S. Hockstad 15 Karen S. Hockstad 16 17 18 19 20 21 22 23 24 25 26 27