1 GLOBAL LEGAL LAW FIRM Christopher Robin Dryden, Esq. (State Bar No. 234476) 2 James Cannon Huber, Esq. (State Bar No. 269488) 3 380 Stevens Avenue, Suite 311 Solana Beach, California 92075 4 Tel.: (888) 846-8901 5 Fax: (888) 846-8902 Email: cdryden@attorneygl.com 6 jhuber@attorneygl.com 7 Attorneys for Defendant U.S. Alliance 8 Group, Inc. d/b/a Alternative Payments 9 International

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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

12 13 BLUE NOVIS, INC., an Arizona Civil Action No. 8:20-cv-01280-JVS-DFM Corporation, for itself and pursuant to 14 assigned claims, PROTECTIVE

ORDER

15 Plaintiff, 16 v. 17 U.S. Alliance Group, Inc., Inc., d/b/a 18 Alternative Payments International, a California corporation; and DOES 1- 19 10, inclusive, 20 Defendants. 21

22 1. PURPOSES AND LIMITATIONS 23 Discovery in this action is likely to involve production of confidential, 24 proprietary or private information for which special protection from public 25 disclosure and from use for any purpose other than pursuing this litigation may be 26 warranted. Accordingly, the parties hereby stipulate to and petition the Court to 27 enter the following Stipulated Protective Order. The parties acknowledge that this 1 Order does not confer blanket protections on all disclosures or responses to 2 discovery and that the protection it affords from public disclosure and use extends 3 only to the limited information or items that are entitled to confidential treatment 4 under the applicable legal principles. 5 2. GOOD CAUSE STATEMENT 6 This action involves credit card and electronic transaction processing for 7 third parties. Thus it is likely to involve trade secrets, customer and pricing lists, 8 private customer financial information and other valuable research, development, 9 commercial, financial, technical and/or proprietary information for which special 10 protection from public disclosure and from use for any purpose other than 11 prosecution of this action is warranted. Such confidential and proprietary materials 12 and information consist of, among other things, confidential business or financial 13 information, information regarding confidential business practices, or other 14 confidential research, development, or commercial information (including 15 information implicating privacy rights of third parties), information otherwise 16 generally unavailable to the public, or which may be privileged or otherwise 17 protected from disclosure under state or federal statutes, court rules, case decisions, 18 or common law. Accordingly, to expedite the flow of information, to facilitate the 19 prompt resolution of disputes over confidentiality of discovery materials, to 20 adequately protect information the parties are entitled to keep confidential, to 21 ensure that the parties are permitted reasonable necessary uses of such material in 22 preparation for and in the conduct of trial, to address their handling at the end of 23 the litigation, and serve the ends of justice, a protective order for such information 24 is justified in this matter. It is the intent of the parties that information will not be 25 designated as confidential for tactical reasons and that nothing be so designated 26 without a good faith belief that it has been maintained in a confidential, non-public 27 manner, and there is good cause why it should not be part of the public record of 1 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 2 The parties further acknowledge, as set forth in Section 14.3, below, that this 3 Stipulated Protective Order does not entitle them to file confidential information 4 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 5 and the standards that will be applied when a party seeks permission from the court 6 to file material under seal. There is a strong presumption that the public has a right 7 of access to judicial proceedings and records in civil cases. In connection with 8 nondispositive motions, good cause must be shown to support a filing under seal. 9 See Kamakana v. City and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 10 2006), Phillips v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), 11 Makar-Welbon v. Sony Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even 12 stipulated protective orders require good cause showing), and a specific showing of 13 good cause or compelling reasons with proper evidentiary support and legal 14 justification, must be made with respect to Protected Material that a party seeks to 15 file under seal. The parties’ mere designation of Disclosure or Discovery Material 16 as CONFIDENTIAL or HIGHLY CONFIDENTIAL does not— without the 17 submission of competent evidence by declaration, establishing that the material 18 sought to be filed under seal qualifies as confidential, privileged, or otherwise 19 protectable—constitute good cause. 20 Further, if a party requests sealing related to a dispositive motion or trial, 21 then compelling reasons, not only good cause, for the sealing must be shown, and 22 the relief sought shall be narrowly tailored to serve the specific interest to be 23 protected. See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 24 2010). For each item or type of information, document, or thing sought to be filed 25 or introduced under seal, the party seeking protection must articulate compelling 26 reasons, supported by specific facts and legal justification, for the requested sealing 27 order. Again, competent evidence supporting the application to file documents under 1 Any document that is not confidential, privileged, or otherwise protectable 2 in its entirety will not be filed under seal if the confidential portions can be 3 redacted. If documents can be redacted, then a redacted version for public viewing, 4 omitting only the confidential, privileged, or otherwise protectable portions of the 5 document, shall be filed. Any application that seeks to file documents under seal in 6 their entirety should include an explanation of why redaction is not feasible. 7 4. DEFINITIONS 8 4.1 Action: the pending action, Blue Novis Inc. v. U.S. Alliance 9 Group, Inc. 10 4.2 Challenging Party: a Party or Non-Party that challenges the 11 designation of information or items under this Order. 12 4.3 “CONFIDENTIAL” Information or Items: information 13 (regardless of how it is generated, stored or maintained) or tangible things that 14 qualify for protection under Federal Rule of Civil Procedure 26(c), and as specified 15 above in the Good Cause Statement. 16 4.4 Counsel: Outside Counsel of Record and House Counsel (as well 17 as their support staff). 18 4.5 Designating Party: a Party or Non-Party that designates 19 information or items that it produces in disclosures or in responses to discovery as 20 “CONFIDENTIAL.” 21 4.6 Disclosure or Discovery Material: all items or information, 22 regardless of the medium or manner in which it is generated, stored, or maintained 23 (including, among other things, testimony, transcripts, and tangible things), that are 24 produced or generated in disclosures or responses to discovery. 25 4.7 Expert: a person with specialized knowledge or experience in a 26 matter pertinent to the litigation who has been retained by a Party or its counsel to 27 serve as an expert witness or as a consultant in this Action. 1 4.8 House Counsel: attorneys who are employees of a party to this 2 Action. House Counsel does not include Outside Counsel of Record or any other 3 outside counsel. 4 4.9 “HIGHLY CONFIDENTIAL” Information or Items: Information 5 (regardless of how it is generated, stored or maintained) or tangible things that 6 qualify for protection under Federal Rule of Civil Procedure 26(c), and as specified 7 above in the Good Cause Statement, that would create a substantial risk of serious 8 financial or other injury that cannot be avoided by less restrictive means. 9 4.10 Non-Party: any natural person, partnership, corporation, 10 association or other legal entity not named as a Party to this action. 11 4.11 Outside Counsel of Record: attorneys who are not employees of 12 a party to this Action but are retained to represent a party to this Action and have 13 appeared in this Action on behalf of that party or are affiliated with a law firm that 14 has appeared on behalf of that party, and includes support staff. 15 4.12 Party: any party to this Action, including all of its officers, 16 directors, employees, consultants, retained experts, and Outside Counsel of Record 17 (and their support staffs). 18 4.13 Producing Party: a Party or Non-Party that produces Disclosure 19 or Discovery Material in this Action. 20 4.14 Professional Vendors: persons or entities that provide litigation 21 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 22 demonstrations, and organizing, storing, or retrieving data in any form or medium) 23 and their employees and subcontractors. 24 4.15 Protected Material: any Disclosure or Discovery Material that is 25 designated as “CONFIDENTIAL” or "HIGHLY CONFIDENTIAL." 26 4.16 Receiving Party: a Party that receives Disclosure or Discovery 27 Material from a Producing Party. 1 The protections conferred by this Stipulation and Order cover not only 2 Protected Material (as defined above), but also (1) any information copied or 3 extracted from Protected Material; (2) all copies, excerpts, summaries, or 4 compilations of Protected Material; and (3) any testimony, conversations, or 5 presentations by Parties or their Counsel that might reveal Protected Material. 6 Any use of Protected Material at trial shall be governed by the orders of the 7 trial judge and other applicable authorities. This Order does not govern the use of 8 Protected Material at trial. 9 6. DURATION 10 Once a case proceeds to trial, information that was designated as 11 CONFIDENTIAL or HIGHLY CONFIDENTIAL, or maintained pursuant to this 12 protective order used or introduced as an exhibit at trial becomes public and will be 13 presumptively available to all members of the public, including the press, unless 14 compelling reasons supported by specific factual findings to proceed otherwise are 15 made to the trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180-81 16 (distinguishing “good cause” showing for sealing documents produced in 17 discovery from “compelling reasons” standard when merits-related documents are 18 part of court record). Accordingly, the terms of this protective order do not extend 19 beyond the commencement of the trial. 20 7. DESIGNATING PROTECTED MATERIAL 21 7.1 Exercise of Restraint and Care in Designating Material for 22 Protection. Each Party or Non-Party that designates information or items for 23 protection under this Order must take care to limit any such designation to specific 24 material that qualifies under the appropriate standards. The Designating Party must 25 designate for protection only those parts of material, documents, items or oral or 26 written communications that qualify so that other portions of the material, 27 documents, items or communications for which protection is not warranted are not 1 Mass, indiscriminate or routinized designations are prohibited. Designations 2 that are shown to be clearly unjustified or that have been made for an improper 3 purpose (e.g., to unnecessarily encumber the case development process or to 4 impose unnecessary expenses and burdens on other parties) may expose the 5 Designating Party to sanctions. 6 If it comes to a Designating Party’s attention that information or items that it 7 designated for protection do not qualify for protection, that Designating Party must 8 promptly notify all other Parties that it is withdrawing the inapplicable designation. 9 7.2 Manner and Timing of Designations. Except as otherwise 10 provided in this Order, or as otherwise stipulated or ordered, Disclosure of 11 Discovery Material that qualifies for protection under this Order must be clearly so 12 designated before the material is disclosed or produced. 13 Designation in conformity with this Order requires: 14 (a) for information in documentary form (e.g., paper or electronic 15 documents, but excluding transcripts of depositions or other pretrial or trial 16 proceedings), that the Producing Party affix at a minimum, the legend 17 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), or 18 "HIGHLY CONFIDENTIAL" (hereinafter “HIGHLY CONFIDENTIAL legend”) 19 to each page that contains protected material. If only a portion of the material on a 20 page qualifies for protection, the Producing Party also must clearly identify the 21 protected portion(s) (e.g., by making appropriate markings in the margins). 22 A Party or Non-Party that makes original documents available for inspection 23 need not designate them for protection until after the inspecting Party has indicated 24 which documents it would like copied and produced. During the inspection and 25 before the designation, all of the material made available for inspection shall be 26 deemed “CONFIDENTIAL” or "HIGHLY CONFIDENTIAL." After the inspecting 27 Party has identified the documents it wants copied and produced, the Producing 1 under this Order. Then, before producing the specified documents, the Producing 2 Party must affix the “CONFIDENTIAL legend,” or the "HIGHLY 3 CONFIDENTIAL" legend, to each page that contains Protected Material. If only a 4 portion of the material on a page qualifies for protection, the Producing Party also 5 must clearly identify the protected portion(s) (e.g., by making appropriate markings 6 in the margins). 7 (b) for testimony given in depositions that the Designating Party 8 identifies the Disclosure or Discovery Material on the record, before the close of 9 the deposition all protected testimony. 10 (c) for information produced in some form other than documentary 11 and for any other tangible items, that the Producing Party affix in a prominent 12 place on the exterior of the container or containers in which the information is 13 stored the legend “CONFIDENTIAL,” or the legend "HIGHLY 14 CONFIDENTLAL." If only a portion or portions of the information warrants 15 protection, the Producing Party, to the extent practicable, shall identify the protected 16 portion(s). 17 7.3 Inadvertent Failures to Designate. If timely corrected, an 18 inadvertent failure to designate qualified information or items does not, standing 19 alone, waive the Designating Party’s right to secure protection under this Order for 20 such material. Upon timely correction of a designation, the Receiving Party must 21 make reasonable efforts to assure that the material is treated in accordance with the 22 provisions of this Order. 23 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 24 8.1. Timing of Challenges. Any Party or Non-Party may challenge a 25 designation of confidentiality at any time that is consistent with the Court’s 26 Scheduling Order. 27 8.2 Meet and Confer. The Challenging Party shall initiate the dispute 1 8.3 Joint Stipulation. Any challenge submitted to the Court shall be 2 via a joint stipulation pursuant to Local Rule 37-2. 3 8.4 The burden of persuasion in any such challenge proceeding shall 4 be on the Designating Party. Frivolous challenges, and those made for an improper 5 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 6 parties) may expose the Challenging Party to sanctions. Unless the Designating 7 Party has waived or withdrawn the confidentiality designation, all parties shall 8 continue to afford the material in question the level of protection to which it is 9 entitled under the Producing Party’s designation until the Court rules on the 10 challenge. 11 9. ACCESS TO AND USE OF PROTECTED MATERIAL 12 9.1 Basic Principles. A Receiving Party may use Protected Material 13 that is disclosed or produced by another Party or by a Non-Party in connection with 14 this 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 16 the conditions described in this Order. When the Action has been terminated, a 17 Receiving Party must comply with the provisions of section 15 below (FINAL 18 DISPOSITION). 19 Protected Material must be stored and maintained by a Receiving Party at a 20 location and in a secure manner that ensures that access is limited to the persons 21 authorized under this Order. 22 9.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 23 otherwise ordered by the court or permitted in writing by the Designating Party, a 24 Receiving Party may disclose any information or item designated 25 “CONFIDENTIAL” only to: 26 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 27 well as employees of said Outside Counsel of Record to whom it is reasonably 1 (b) the officers, directors, and employees (including House Counsel) 2 of the Receiving Party to whom disclosure is reasonably necessary for this Action; 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 and Agreement to Be Bound” (Exhibit A); 6 (d) the court and its personnel; 7 (e) court reporters and their staff; 8 (f) professional jury or trial consultants, mock jurors, and Professional 9 Vendors to whom disclosure is reasonably necessary for this Action and who have 10 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 11 (g) the author or recipient of a document containing the information or 12 a custodian or other person who otherwise possessed or knew the information; 13 (h) during their depositions, witnesses, and attorneys for witnesses, in 14 the Action to whom disclosure is reasonably necessary. Pages of transcribed 15 deposition testimony or exhibits to depositions that reveal Protected Material may 16 be separately bound by the court reporter and may not be disclosed to anyone 17 except as permitted under this Stipulated Protective Order; and 18 (i) any mediators or settlement officers and their supporting personnel, 19 mutually agreed upon by any of the parties engaged in settlement discussions. 20 9.3 Disclosure of “HIGHLY CONFIDENTIAL” Information or 21 Items. Unless otherwise ordered by the court or permitted in writing by the 22 Designating Party, a Receiving Party may disclose any information or item 23 designated “HIGHLY CONFIDENTLAL” only to: 24 (a) Trial Counsel for the parties, their partners and associates, and staff and 25 supporting personnel of such attorneys, such as paralegal assistants, secretarial, 26 stenographic and clerical employees and contractors, including but not limited to 27 consultants and designated experts, and outside copying services, who are working 1 attorneys and to whom it is necessary that the information or item designated 2 “HIGHLY CONFIDENTIAL” be disclosed for purposes of this proceeding. Such 3 employees, assistants, contractors and agents, consultants and designated experts to 4 whom such access is permitted and/or disclosure is made shall, prior to such access 5 or Disclosure, be advised of, and become subject to, the provisions of this Protective 6 Order. “Trial Counsel,” for purposes of this Paragraph, shall mean outside retained 7 counsel and shall not include in-house counsel to the undersigned parties and the 8 paralegal, clerical and secretarial staff employed by such in-house counsel; 9 (b) Court reporters in this proceeding (whether at depositions, hearings, or any 10 other proceeding. 11 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 12 PRODUCED IN OTHER LITIGATION 13 If a Party is served with a subpoena or a court order issued in other litigation 14 that compels disclosure of any information or items designated in this Action as 15 “CONFIDENTIAL,” or as "HIGHLY CONFIDENTIAL," that Party must: 16 (a) promptly notify in writing the Designating Party. Such notification shall 17 include a copy of the subpoena or court order; 18 (b) promptly notify in writing the party who caused the subpoena or order to 19 issue in the other litigation that some or all of the material covered by the subpoena 20 or order is subject to this Protective Order. Such notification shall include a copy of 21 this Stipulated Protective Order; and 22 (c) cooperate with respect to all reasonable procedures sought to be 23 pursued by the Designating Party whose Protected Material may be affected. If the 24 Designating Party timely seeks a protective order, the Party served with the 25 subpoena or court order shall not produce any information designated in this action 26 as “CONFIDENTIAL,” or as "HIGHLY CONFIDENTIAL," before a determination 27 by the court from which the subpoena or order issued, unless the Party has obtained 1 expense of seeking protection in that court of its confidential material and nothing in 2 these provisions should be construed as authorizing or encouraging a Receiving 3 Party in this Action to disobey a lawful directive from another court. 4 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 5 PRODUCED IN THIS LITIGATION 6 (a) The terms of this Order are applicable to information produced by 7 a Non-Party in this Action and designated as “CONFIDENTIAL,” or as "HIGHLY 8 CONFIDENTIAL." Such information produced by Non-Parties in connection with 9 this litigation is protected by the remedies and relief provided by this Order. Nothing 10 in these provisions should be construed as prohibiting a Non-Party from seeking 11 additional protections. 12 (b) In the event that a Party is required, by a valid discovery request, 13 to produce a Non-Party’s confidential information in its possession, and the Party 14 is subject to an agreement with the Non-Party not to produce the Non-Party’s 15 confidential information, then the Party shall: 16 (1) promptly notify in writing the Requesting Party and the Non-Party 17 that some or all of the information requested is subject to a confidentiality 18 agreement with a Non-Party; 19 (2) promptly provide the Non-Party with a copy of the Stipulated 20 Protective Order in this Action, the relevant discovery request(s), and a reasonably 21 specific description of the information requested; and 22 (3) make the information requested available for inspection by the Non- 23 Party, if requested. 24 (c) If the Non-Party fails to seek a protective order from this court within 14 25 days of receiving the notice and accompanying information, the Receiving Party 26 may produce the Non-Party’s confidential information responsive to the discovery 27 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 1 confidentiality agreement with the Non-Party before a determination by the court. 2 Absent a court order to the contrary, the Non-Party shall bear the burden and 3 expense of seeking protection in this court of its Protected Material. 4 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 5 If a Receiving Party learns that, by inadvertence or otherwise, it has 6 disclosed Protected Material to any person or in any circumstance not authorized 7 under this Stipulated Protective Order, the Receiving Party must immediately (a) 8 notify in writing the Designating Party of the unauthorized disclosures, (b) use its 9 best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform 10 the person or persons to whom unauthorized disclosures were made of all the terms 11 of this Order, and (d) request such person or persons to execute the 12 “Acknowledgment an Agreement to Be Bound” attached hereto as Exhibit A. 13 13. INADVERTENT PRODUCTION OF PRIVILEGED OR 14 OTHERWISE PROTECTED MATERIAL 15 When a Producing Party gives notice to Receiving Parties that certain 16 inadvertently produced material is subject to a claim of privilege or other protection, 17 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 18 Procedure 26(b)(5)(B). 19 14. MISCELLANEOUS 20 14.1 Right to Further Relief. Nothing in this Order abridges the right 21 of any person to seek its modification by the Court in the future. 22 14.2 Right to Assert Other Objections. By stipulating to the entry of 23 this Protective Order, no Party waives any right it otherwise would have to object to 24 disclosing or producing any information or item on any ground not addressed in 25 this Stipulated Protective Order. Similarly, no Party waives any right to object on 26 any ground to use in evidence of any of the material covered by this Protective 27 Order. 1 14.3 Filing Protected Material. A Party that seeks to file under seal 2 any Protected Material must comply with Local Civil Rule 79-5. Protected Material 3 may only be filed under seal pursuant to a court order authorizing the sealing of the 4 specific Protected Material. If a Party’s request to file Protected Material under seal 5 is denied by the court, then the Receiving Party may file the information in the 6 public record unless otherwise instructed by the court. 7 15. FINAL DISPOSITION 8 After the final disposition of this Action, as defined in paragraph 6, within 9 60 days of a written request by the Designating Party, each Receiving Party must 10 return all Protected Material to the Producing Party or destroy such material. As 11 used in this subdivision, “all Protected Material” includes all copies, abstracts, 12 compilations, summaries, and any other format reproducing or capturing any of the 13 Protected Material. Whether the Protected Material is returned or destroyed, the 14 Receiving Party must submit a written certification to the Producing Party (and, if 15 not the same person or entity, to the Designating Party) by the 60-day deadline that 16 (1) identifies (by category, where appropriate) all the Protected Material that was 17 returned or destroyed and (2) affirms that the Receiving Party has not retained any 18 copies, abstracts, compilations, summaries or any other format reproducing or 19 capturing any of the Protected Material. Notwithstanding this provision, Counsel 20 are entitled to retain an archival copy of all pleadings, motion papers, trial, 21 deposition, and hearing transcripts, legal memoranda, correspondence, deposition 22 and trial exhibits, expert reports, attorney work product, and consultant and expert 23 work product, even if such materials contain Protected Material. Any such archival 24 copies that contain or constitute Protected Material remain subject to this 25 Protective Order as set forth in Section 6 (DURATION). 26 16. VIOLATION 27 Any violation of this Order may be punished by appropriate measures 1 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. *|| Date: July 20, 2021 3 By: 6 DOUGLAS F. McCORMICK 7 United States Magistrate Judge 9 10 11

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PROTECTIVE ORDER

1 Exhibit A - Agreement to Maintain Confidentiality 2 I hereby acknowledge that I will be receiving Confidential Material pursuant 3 to the terms of a Protective Order entered by the Court in the action entitled Blue 4 Novis Inc. v. U.S. Alliance Group, Inc., et al., Case No. 8:20-cv-01280-JVS-DFM. I 5 have been given a copy of, and have read and understand, the Protective Order and I 6 agree to be bound by the terms and conditions of that Order. I understand that (1) I 7 am to make no copies of any such Confidential Material except as necessary for use 8 in the above-captioned actions, and (2) such Confidential Material and any copies 9 thereof must remain in my custody until I have completed my assigned duties, 10 whereupon they are to be returned to counsel who provided me with such 11 Confidential Material. I agree not to disseminate any information derived from such 12 Confidential Material to anyone, or make any disclosure of any such information, 13 except for the purposes of the above-caption action or as permitted by the Protective 14 Order or by further order of the Court. 15 16 Signature: ________________________ 17 18 Print Name: ________________________ 19 20 Date: ________________________ 21 22 23 24 25 26 27