1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA

10 WEINTRAUB FINANCIAL CASE NO. 2:20-cv-03484-MWF-GJS SERVICES, INC. and SEBITNA, 11 LLC, STIPULATED PROTECTIVE

ORDER

12 Plaintiffs,

NOTE REDLINE CHANGES

13 v. MADE BY THE COURT

14 THE BOEING COMPANY,

15 Defendant. 16 17

A. PURPOSES AND LIMITATIONS

18 Discovery in this action is likely to involve production of confidential, 19 proprietary or private information for which special protection from public disclosure 20 and from use for any purpose other than prosecuting this litigation may be warranted. 21 Accordingly, the parties hereby stipulate to and petition the Court to enter the 22 following Stipulated Protective Order. The parties acknowledge that this Order does 23 not confer blanket protections on all disclosures or responses to discovery and that the 24 protection it affords from public disclosure and use extends only to the limited 25 information or items that are entitled to confidential treatment under the applicable 26 legal principles. 27

28 1 B. GOOD CAUSE STATEMENT 2 This action is likely to involve development, commercial, financial, technical 3 and/or proprietary information for which special protection from public disclosure and 4 from use for any purpose other than prosecution of this action is warranted. Such 5 confidential and proprietary materials and information consist of, among other things, 6 confidential business or financial information, information regarding confidential 7 business practices, or other confidential research, development, or commercial 8 information (including information implicating privacy rights of third parties), 9 information otherwise generally unavailable to the public, or which may be privileged 10 or otherwise protected from disclosure under state or federal statutes, court rules, case 11 decisions, or common law. Accordingly, to expedite the flow of information, to 12 facilitate the prompt resolution of disputes over confidentiality of discovery materials, 13 to adequately protect information the parties are entitled to keep confidential, to ensure 14 that the parties are permitted reasonable necessary uses of such material in preparation 15 for and in the conduct of trial, to address their handling at the end of the litigation, and 16 serve the ends of justice, a protective order for such information is justified in this 17 matter. It is the intent of the parties that information will not be designated as 18 confidential for tactical reasons and that nothing be so designated without a good faith 19 belief that it has been maintained in a confidential, non-public manner, and there is 20 good cause why it should not be part of the public record of this case. 21 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL 22 The parties further acknowledge, as set forth in Section 12.3, below, that this 23 Stipulated Protective Order does not entitle them to file confidential information under 24 seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and the 25 standards that will be applied when a party seeks permission from the court to file 26 material under seal. 27 There is a strong presumption that the public has a right of access to judicial 28 proceedings and records in civil cases. In connection with non-dispositive motions, 1 good cause must be shown to support a filing under seal. See Kamakana v. City and 2 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 3 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, Inc., 4 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require good 5 cause showing), and a specific showing of good cause or compelling reasons with 6 proper evidentiary support and legal justification, must be made with respect to 7 Protected Material that a party seeks to file under seal. The parties’ mere designation of 8 Disclosure or Discovery Material as CONFIDENTIAL does not— without the 9 submission of competent evidence by declaration, establishing that the material sought 10 to be filed under seal qualifies as confidential, privileged, or otherwise protectable— 11 constitute good cause. 12 Further, if a party requests sealing related to a dispositive motion or trial, then 13 compelling reasons, not only good cause, for the sealing must be shown, and the relief 14 sought shall be narrowly tailored to serve the specific interest to be protected. See 15 Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each item 16 or type of information, document, or thing sought to be filed or introduced under seal 17 in connection with a dispositive motion or trial, the party seeking protection must 18 articulate compelling reasons, supported by specific facts and legal justification, for the 19 requested sealing order. Again, competent evidence supporting the application to file 20 documents under seal must be provided by declaration. 21 Any document that is not confidential, privileged, or otherwise protectable in its 22 entirety will not be filed under seal if the confidential portions can be redacted. If 23 documents can be redacted, then a redacted version for public viewing, omitting only 24 the confidential, privileged, or otherwise protectable portions of the document, shall be 25 filed. Any application that seeks to file documents under seal in their entirety should 26 include an explanation of why redaction is not feasible. 27 2. DEFINITIONS 28 2.1 Action: the above-captioned pending federal lawsuit. 1 2.2 Challenging Party: a Party or Non-Party that challenges the designation of 2 information or items under this Order. 3 2.3 “CONFIDENTIAL” Information or Items: information (regardless of how 4 it is generated, stored or maintained) or tangible things that qualify for protection under 5 Federal Rule of Civil Procedure 26(c), and as specified above in the Good Cause 6 Statement. 7 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their 8 support staff). 9 2.5 Designating Party: a Party or Non-Party that designates information or 10 items that it produces in disclosures or in responses to discovery as 11 “CONFIDENTIAL.” 12 2.6 Disclosure or Discovery Material: all items or information, regardless of 13 the medium or manner in which it is generated, stored, or maintained (including, 14 among other things, testimony, transcripts, and tangible things), that are produced or 15 generated in disclosures or responses to discovery in this matter. 16 2.7 Expert: a person with specialized knowledge or experience in a matter 17 pertinent to the litigation who has been retained by a Party or its counsel to serve as an 18 expert witness or as a consultant in this Action. 19 2.8 House Counsel: attorneys who are employees of a party to this Action. 20 House Counsel does not include Outside Counsel of Record or any other outside 21 counsel. 22 2.9 Non-Party: any natural person, partnership, corporation, association or 23 other legal entity not named as a Party to this action. 24 2.10 Outside Counsel of Record: attorneys who are not employees of a party 25 to this Action but are retained to represent or advise a party to this Action and have 26 appeared in this Action on behalf of that party or are affiliated with a law firm that has 27 appeared on behalf of that party, and includes support staff. 28 1 2.11 Party: any party to this Action, including all of its officers, directors, 2 employees, consultants, retained experts, and Outside Counsel of Record (and their 3 support staffs). 4 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 5 Discovery Material in this Action. 6 2.13 Professional Vendors: persons or entities that provide litigation support 7 services (e.g., photocopying, videotaping, translating, preparing exhibits or 8 demonstrations, and organizing, storing, or retrieving data in any form or medium) and 9 their employees and subcontractors. 10 2.14 Protected Material: any Disclosure or Discovery Material that is 11 designated as “CONFIDENTIAL.” 12 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 13 from a Producing Party. 14 3. SCOPE 15 The protections conferred by this Stipulation and Order cover not only Protected 16 Material (as defined above), but also (1) any information copied or extracted from 17 Protected Material; (2) all copies, excerpts, summaries, or compilations of Protected 18 Material; and (3) any testimony, conversations, or presentations by Parties or their 19 Counsel that might reveal Protected Material. 20 Any use of Protected Material at trial shall be governed by the orders of the trial 21 judge. This Order does not govern the use of Protected Material at trial. 22 4. DURATION 23 FINAL DISPOSITION of the action is defined as the conclusion of any 24 appellate proceedings, or, if no appeal is taken, when the time for filing of an appeal 25 has run. Except as set forth below, the terms of this protective order apply through 26 FINAL DISPOSITION of the action. The parties may stipulate that they will be 27 contractually bound by the terms of this agreement beyond FINAL DISPOSITION, but 28 1 will have to file a separate action for enforcement of the agreement once all 2 proceedings in this case are complete. 3 Once a case proceeds to trial, information that was designated as 4 CONFIDENTIAL or maintained pursuant to this protective order used or introduced as 5 an exhibit at trial becomes public and will be presumptively available to all members 6 of the public, including the press, unless compelling reasons supported by specific 7 factual findings to proceed otherwise are made to the trial judge in advance of the trial. 8 See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” showing for sealing 9 documents produced in discovery from “compelling reasons” standard when merits- 10 related documents are part of court record). Accordingly, for such materials, the terms 11 of this protective order do not extend beyond the commencement of the trial. 12 5. DESIGNATING PROTECTED MATERIAL 13 5.1 Exercise of Restraint and Care in Designating Material for Protection. 14 Each Party or Non-Party that designates information or items for protection under this 15 Order must take care to limit any such designation to specific material that qualifies 16 under the appropriate standards. The Designating Party must designate for protection 17 only those parts of material, documents, items or oral or written communications that 18 qualify so that other portions of the material, documents, items or communications for 19 which protection is not warranted are not swept unjustifiably within the ambit of this 20 Order. 21 Mass, indiscriminate or routinized designations are prohibited. Designations that 22 are shown to be clearly unjustified or that have been made for an improper purpose 23 (e.g., to unnecessarily encumber the case development process or to impose 24 unnecessary expenses and burdens on other parties) may expose the Designating Party 25 to sanctions. 26 If it comes to a Designating Party’s attention that information or items that it 27 designated for protection do not qualify for protection, that Designating Party must 28 promptly notify all other Parties that it is withdrawing the inapplicable designation. 1 5.2 Manner and Timing of Designations. Except as otherwise provided in this 2 Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated 3 or ordered, Disclosure or Discovery Material that qualifies for protection under this 4 Order must be clearly so designated before the material is disclosed or produced. 5 Designation in conformity with this Order requires: 6 (a) for information in documentary form (e.g., paper or electronic documents, 7 but excluding transcripts of depositions or other pretrial or trial proceedings), that the 8 Producing Party affix at a minimum, the legend “CONFIDENTIAL” (hereinafter 9 “CONFIDENTIAL legend”), to each page that contains protected material. If only a 10 portion of the material on a page qualifies for protection, the Producing Party also must 11 clearly identify the protected portion(s) (e.g., by making appropriate markings in the 12 margins). 13 A Party or Non-Party that makes original documents available for inspection 14 need not designate them for protection until after the inspecting Party has indicated 15 which documents it would like copied and produced. During the inspection and before 16 the designation, all of the material made available for inspection shall be deemed 17 “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants 18 copied and produced, the Producing Party must determine which documents, or 19 portions thereof, qualify for protection under this Order. Then, before producing the 20 specified documents, the Producing Party must affix the “CONFIDENTIAL legend” to 21 each page that contains Protected Material. If only a portion of the material on a page 22 qualifies for protection, the Producing Party also must clearly identify the protected 23 portion(s) (e.g., by making appropriate markings in the margins). 24 (b) for testimony given in depositions that the Designating Party identifies the 25 Disclosure or Discovery Material on the record, before the close of the deposition all 26 protected testimony. 27 (c) for information produced in some form other than documentary and for any 28 other tangible items, that the Producing Party affix in a prominent place on the exterior 1 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 protection, 3 the Producing Party, to the extent practicable, shall identify the protected portion(s). 4 5.3 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. Upon 7 timely correction of a designation, the Receiving Party must make reasonable efforts to 8 assure that the material is treated in accordance with the provisions of this Order. 9 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 10 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 11 designation of confidentiality at any time that is consistent with the Court’s Scheduling 12 Order. 13 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 14 resolution process under Local Rule 37-1 et seq. 15 6.3 Motion Practice. Joint Stipulation. Any challenge submitted to the Court 16 shall be via a fully noticed motion (not a joint stipulation) in compliance with the Local 17 Rules pursuant to Local Rule 37 2. 18 6.4 The burden of persuasion in any such challenge proceeding shall be on the 19 Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., 20 to harass or impose unnecessary expenses and burdens on other parties) may expose 21 the Challenging Party to sanctions. Unless the Designating Party has waived or 22 withdrawn the confidentiality designation, all parties shall continue to afford the 23 material in question the level of protection to which it is entitled under the Producing 24 Party’s designation until the Court rules on the challenge. 25 7. ACCESS TO AND USE OF PROTECTED MATERIAL 26 7.1 Basic Principles. A Receiving Party may use Protected Material that is 27 disclosed or produced by another Party or by a Non-Party in connection with this 28 Action only for prosecuting, defending or attempting to settle this Action. Such 1 Protected Material may be disclosed only to the categories of persons and under the 2 conditions described in this Order. When the Action has been terminated, a Receiving 3 Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 4 Protected Material must be stored and maintained by a Receiving Party at a 5 location and in a secure manner that ensures that access is limited to the persons 6 authorized under this Order. 7 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise 8 ordered by the court or permitted in writing by the Designating Party, a Receiving 9 Party may disclose any information or item designated “CONFIDENTIAL” only to: 10 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 11 employees of said Outside Counsel of Record to whom it is reasonably necessary to 12 disclose the information for this Action; 13 (b) the officers, directors, and employees (including House Counsel) of the 14 Receiving Party to whom disclosure is reasonably necessary for this Action; 15 (c) Experts (as defined in this Order) of the Receiving Party to whom 16 disclosure is reasonably necessary for this Action and who have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 (d) the court and its personnel; 19 (e) court reporters and their staff; 20 (f) professional jury or trial consultants, mock jurors, and Professional 21 Vendors to whom disclosure is reasonably necessary for this Action and who have 22 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 23 (g) the author or recipient of a document containing the information or a 24 custodian or other person who otherwise possessed or knew the information; 25 (h) during their depositions, witnesses, and attorneys for witnesses, in the 26 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 27 requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they will not 28 be permitted to keep any confidential information unless they sign the 1 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise agreed 2 by the Designating Party or ordered by the court. Pages of transcribed deposition 3 testimony or exhibits to depositions that reveal Protected Material may be separately 4 bound by the court reporter and may not be disclosed to anyone except as permitted 5 under this Stipulated Protective Order; and 6 (i) any mediator or settlement officer, and their supporting personnel, mutually 7 agreed upon by any of the parties engaged in settlement discussions. 8 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 9 OTHER LITIGATION 10 If a Party is served with a subpoena or a court order issued in other litigation that 11 compels disclosure of any information or items designated in this Action as 12 “CONFIDENTIAL,” that Party must: 13 (a) promptly notify in writing the Designating Party. Such notification shall 14 include a copy of the subpoena or court order; 15 (b) promptly notify in writing the party who caused the subpoena or order to 16 issue in the other litigation that some or all of the material covered by the subpoena or 17 order is subject to this Protective Order. Such notification shall include a copy of this 18 Stipulated Protective Order; and 19 (c) cooperate with respect to all reasonable procedures sought to be pursued by 20 the Designating Party whose Protected Material may be affected. 21 If the Designating Party timely seeks a protective order, the Party served with 22 the subpoena or court order shall not produce any information designated in this action 23 as “CONFIDENTIAL” before a determination by the court from which the subpoena 24 or order issued, unless the Party has obtained the Designating Party’s permission. The 25 Designating Party shall bear the burden and expense of seeking protection in that court 26 of its confidential material and nothing in these provisions should be construed as 27 authorizing or encouraging a Receiving Party in this Action to disobey a lawful 28 directive from another court. 1 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED 2 IN THIS LITIGATION (a) The terms of this Order are applicable to information produced by a Non- 3 Party in this Action and designated as “CONFIDENTIAL.” Such information produced 4 by Non-Parties in connection with this litigation is protected by the remedies and relief 5 provided by this Order. Nothing in these provisions should be construed as prohibiting 6 a Non-Party from seeking additional protections. 7 (b) In the event that a Party is required, by a valid discovery request, to produce 8 a Non-Party’s confidential information in its possession, and the Party is subject to an 9 agreement with the Non-Party not to produce the Non-Party’s confidential information, 10 then the Party shall: 11 (1) promptly notify in writing the Requesting Party and the Non-Party that 12 some or all of the information requested is subject to a confidentiality agreement with a 13 Non-Party; 14 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 15 Order in this Action, the relevant discovery request(s), and a reasonably specific 16 description of the information requested; and 17 (3) make the information requested available for inspection by the Non-Party, 18 if requested. 19 (c) If the Non-Party fails to seek a protective order from this court within 14 20 days of receiving the notice and accompanying information, the Receiving Party may 21 produce the Non-Party’s confidential information responsive to the discovery request. If 22 the Non-Party timely seeks a protective order, the Receiving Party shall not produce any 23 information in its possession or control that is subject to the confidentiality agreement 24 with the Non-Party before a determination by the court. Absent a court order to the 25 contrary, the Non-Party shall bear the burden and expense of seeking protection in this 26 court of its Protected Material. 27 28 1 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 2 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 3 Protected Material to any person or in any circumstance not authorized under this 4 Stipulated Protective Order, the Receiving Party must immediately (a) notify in writing 5 the Designating Party of the unauthorized disclosures, (b) use its best efforts to retrieve 6 all unauthorized copies of the Protected Material, (c) inform the person or persons to 7 whom unauthorized disclosures were made of all the terms of this Order, and (d) 8 request such person or persons to execute the “Acknowledgment and Agreement to Be 9 Bound” that is attached hereto as Exhibit A. 10 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE

PROTECTED MATERIAL

11 When a Producing Party gives notice to Receiving Parties that certain 12 inadvertently produced material is subject to a claim of privilege or other protection, 13 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 14 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 15 may be established in an e-discovery order that provides for production without prior 16 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 17 parties reach an agreement on the effect of disclosure of a communication or 18 information covered by the attorney-client privilege or work product protection, the 19 parties may incorporate their agreement in the stipulated protective order submitted to 20 the court. 21 12. MISCELLANEOUS 22 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 23 person to seek its modification by the Court in the future. 24 12.2 Right to Assert Other Objections. By stipulating to the entry of this 25 Protective Order, no Party waives any right it otherwise would have to object to 26 disclosing or producing any information or item on any ground not addressed in this 27 28 1 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 Local Civil 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 7 denied by the court, then the Receiving Party may file the information in the public 8 record unless otherwise instructed by the court. 9 13. FINAL DISPOSITION 10 After the final disposition of this Action, as defined in paragraph 4, within 60 11 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 or 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 transcripts, 23 legal memoranda, correspondence, deposition and trial exhibits, expert reports, 24 attorney work product, and consultant and expert work product, even if such materials 25 contain Protected Material. Any such archival copies that contain or constitute 26 Protected Material remain subject to this Protective Order as set forth in Section 4 27 (DURATION). 28 1 14. VIOLATION 2 Any violation of this Order may be punished by appropriate measures including, 3 without limitation, contempt proceedings and/or monetary sanctions. 4 5 IT IS SO STIPULATED.

6 DATED: December 28, 2020 /s/ Robert Finnerty 7 Robert Finnerty Law Office of Robert W. Finnerty 8 16001 Ventura Blvd. Encino, CA 91436 9 Telephone: (818) 726-3562

10 Boris Treyzon btreyzon@actslaw.com 11 Slav Kasreliovich skasreliovich@actslaw.com 12 Joseph Finnerty jfinnerty@actslaw.com 13 ABIR COHEN TREYZON SALO, LLP 16001 Ventura Blvd., Suite 200 14 Encino, CA 91436 Telephone: (424) 288-4367 15 Facsimile: (424) 288-4368

16 Attorneys for Plaintiffs 17 DATED: December 28, 2020 /s/ Jonathan J. Faria 18 Tammy A. Tsoumas (SBN 250487) tammy.tsoumas@kirkland.com 19 Jonathan J. Faria (SBN 274019) jonathan.faria@kirkland.com 20 Leonora A. Cohen (SBN 319463) lena.cohen@kirkland.com 21 KIRKLAND & ELLIS LLP 2049 Century Park East, Suite 3700 22 Los Angeles, CA 90067 Telephone: (310) 552-4200 23 Facsimile: (310) 552-5900

24 Attorneys for Defendant The Boeing Company 25 26 27 28 1 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 2 3 DATED: December 28, 2020 /s/ 4 HON.GAIL J. STANDISH United State Magistrate Judge 5 6 7 8 9 10 11 12 13 14 15 16 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], declare under penalty of perjury that I 5 have read in its entirety and understand the Stipulated Protective Order that was issued 6 by the United States District Court for the Central District of California in the case of 7 2:20-cv-03484-MWF-GJS. I agree to comply with and to be bound by all the terms of 8 this Stipulated Protective Order and I understand and acknowledge that failure to so 9 comply could expose me to sanctions and punishment in the nature of contempt. I 10 solemnly promise that I will not disclose in any manner any information or item that is 11 subject to this Stipulated Protective Order to any person or entity except in strict 12 compliance with the provisions of this Order. 13 I further agree to submit to the jurisdiction of the United States District Court for 14 the Central District of California for enforcing the terms of this Stipulated Protective 15 Order, even if such enforcement proceedings occur after termination of this action. 16 I hereby appoint [print or type full name] of 17 [print or type full address and telephone number] as my California 18 agent for service of process in connection with this action or any proceedings related to 19 enforcement of this Stipulated Protective Order. 20 21 Date: 22 City and State where sworn and signed: 23 24 Printed name: 25 26 Signature: 27 28