1 NEEL CHATTERJEE, (SBN 173985) NChatterjee@goodwinlaw.com 2 ALEXIS COLL-VERY, (SBN 212735) ACollVery@goodwinlaw.com 3 GOODWIN PROCTER LLP 601 Marshall Street 4 Redwood City, California 94063 Tel.: +1 650 752 3100 5 Fax: +1 650 853 1038 NOTE: CHANGES MADE BY THE COURT

6 HONG-AN VU (SBN 266268) HVu@goodwinlaw.com 7 GOODWIN PROCTER LLP 601 S. Figueroa Street 8 Suite 4100 Los Angeles, California 90017 9 Tel.: +1 213 426 2500 Fax.: +1 213 623 1673 10 Attorneys for Defendant 11 COMMUNITY.COM, INC., a Delaware Corporation; MATTHEW PELTIER, an 12 individual

13

UNITED STATES DISTRICT COURT

14

CENTRAL DISTRICT OF CALIFORNIA

15

WESTERN DIVISION

16 17 18 CHARLES BUFFIN, an individual; Case No. 2:20-cv-07552 SVW (JPRx) MAXWELL LEVINE, an individual; 19 STEVEN LEVINE, an individual, STIPULATED PROTECTIVE

ORDER

20 Plaintiffs, Dept: 10A 21 v. Judge: Hon. Stephen V. Wilson

22 COMMUNITY.COM, INC., a Action Filed: August 20, 2020 Delaware corporation; MATTHEW 23 PELTIER, an individual; and DOES 1 through 10, 24 Defendants. 25

26

27 28 1 1. A. PURPOSES AND LIMITATIONS 2 Discovery in this action is likely to involve production of confidential, 3 proprietary or private information for which special protection from public disclosure 4 and from use for any purpose other than prosecuting this litigation may be warranted. 5 Accordingly, the parties hereby stipulate to and petition the Court to enter the 6 following Stipulated Protective Order. The parties acknowledge that this Order does 7 not confer blanket protections on all disclosures or responses to discovery and that 8 the protection it affords from public disclosure and use extends only to the limited 9 information or items that are entitled to confidential treatment under the applicable 10 legal principles. 11

B. GOOD CAUSE STATEMENT

12 13 This action is likely to involve trade secrets, user/customer and pricing lists 14 and other valuable research, development, commercial, financial, technical and/or 15 proprietary information for which special protection from public disclosure and from 16 use for any purpose other than prosecution of this action is warranted. Such 17 confidential and proprietary materials and information may consist of, among other 18 things, confidential business or financial information, information regarding 19 confidential business practices, or other confidential research, development, or 20 commercial information (including information implicating privacy rights of third 21 parties, such as investors or users of Defendants’ platform), information otherwise 22 generally unavailable to the public, or which may be privileged or otherwise 23 protected from disclosure under state or federal statutes, court rules, case decisions, 24 or common law. Accordingly, to expedite the flow of information, to facilitate the 25 prompt resolution of disputes over confidentiality of discovery materials, to 26 adequately protect information the parties are entitled to keep confidential, to ensure 27 that the parties are permitted reasonable necessary uses of such material in 28 preparation for and in the conduct of trial, to address their handling at the end of the 1 litigation, and serve the ends of justice, a protective order for such information is 2 justified in this matter. It is the intent of the parties that information will not be 3 designated as confidential for tactical reasons and that nothing be so designated 4 without a good faith belief that it has been maintained in a confidential, non-public 5 manner, and there is good cause why it should not be part of the public record of this 6 case. 7

C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER

8

SEAL

9 The parties further acknowledge, as set forth in Section 12.3, below, that this 10 Stipulated Protective Order does not entitle them to file confidential information 11 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and 12 the standards that will be applied when a party seeks permission from the court to 13 file material under seal. 14 15 There is a strong presumption that the public has a right of access to judicial 16 proceedings and records in civil cases. In connection with non-dispositive motions, 17 good cause must be shown to support a filing under seal. See Kamakana v. City and 18 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors 19 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, 20 Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require 21 good cause showing), and a specific showing of good cause or compelling reasons 22 with proper evidentiary support and legal justification, must be made with respect to 23 Protected Material that a party seeks to file under seal. The parties’ mere designation 24 of Disclosure or Discovery Material as CONFIDENTIAL does not— without the 25 submission of competent evidence by declaration, establishing that the material 26 sought to be filed under seal qualifies as confidential, privileged, or otherwise 27 protectable—constitute good cause. 28 1 Further, if a party requests sealing related to a dispositive motion or trial, then 2 compelling reasons, not only good cause, for the sealing must be shown, and the 3 relief sought shall be narrowly tailored to serve the specific interest to be protected. 4 See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For 5 each item or type of information, document, or thing sought to be filed or introduced 6 under seal in connection with a dispositive motion or trial, the party seeking 7 protection must articulate compelling reasons, supported by specific facts and legal 8 justification, for the requested sealing order. Again, competent evidence supporting 9 the application to file documents under seal must be provided by declaration. 10 Any document that is not confidential, privileged, or otherwise protectable in 11 its entirety will not be filed under seal if the confidential portions can be redacted. If 12 documents can be redacted, then a redacted version for public viewing, omitting only 13 the confidential, privileged, or otherwise protectable portions of the document, shall 14 be filed. Any application that seeks to file documents under seal in their entirety 15 should include an explanation of why redaction is not feasible. 16 2. DEFINITIONS 17 18 2.1 Action: this pending federal lawsuit]. 19 2.2 Challenging Party: a Party or Non-Party that challenges the designation 20 of information or items under this Order. 21 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 22 how it is generated, stored or maintained) or tangible things that qualify for protection 23 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 24 Cause Statement. 25 26 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 27 their support staff). 28 1 2.5 Designating Party: a Party or Non-Party that designates information or 2 items that it produces in disclosures or in responses to discovery as 3 “CONFIDENTIAL.” 4 2.6 Disclosure or Discovery Material: all items or information, regardless 5 of the medium or manner in which it is generated, stored, or maintained (including, 6 among other things, testimony, transcripts, and tangible things), that are produced or 7 generated in disclosures or responses to discovery in this matter. 8 2.7 Expert: a person with specialized knowledge or experience in a matter 9 pertinent to the litigation who has been retained by a Party or its counsel to serve as 10 an expert witness or as a consultant in this Action. 11 12 2.8 House Counsel: attorneys who are employees of a party to this Action. 13 House Counsel does not include Outside Counsel of Record or any other outside 14 counsel. 15 2.9 Non-Party: any natural person, partnership, corporation, association or 16 other legal entity not named as a Party to this action. 17 2.10 Outside Counsel of Record: attorneys who are not employees of a party 18 to this Action but are retained to represent or advise a party to this Action and have 19 appeared in this Action on behalf of that party or are affiliated with a law firm that 20 has appeared on behalf of that party, and includes support staff. 21 2.11 Party: any party to this Action, including all of its officers, directors, 22 employees, consultants, retained experts, and Outside Counsel of Record (and their 23 support staffs). 24 25 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 26 Discovery Material in this Action. 27 2.13 Professional Vendors: persons or entities that provide litigation support 28 1 demonstrations, and organizing, storing, or retrieving data in any form or medium) 2 and their employees and subcontractors. 3 2.14 Protected Material: any Disclosure or Discovery Material that is 4 designated as “CONFIDENTIAL.” 5 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 6 from a Producing Party. 7 8 3. SCOPE 9 The protections conferred by this Stipulation and Order cover not only 10 Protected Material (as defined above), but also (1) any information copied or 11 extracted from Protected Material; (2) all copies, excerpts, summaries, or 12 compilations of Protected Material; and (3) any testimony, conversations, or 13 presentations by Parties or their Counsel that might reveal Protected Material. 14 Any use of Protected Material at trial shall be governed by the orders of the 15 trial judge. This Order does not govern the use of Protected Material at trial. 16 4. DURATION 17 18 Once a case proceeds to trial, information that was designated as 19 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 20 as an exhibit at trial becomes public and will be presumptively available to all 21 members of the public, including the press, unless compelling reasons supported by 22 specific factual findings to proceed otherwise are made to the trial judge in advance 23 of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” 24 showing for sealing documents produced in discovery from “compelling reasons” 25 standard when merits-related documents are part of court record). Accordingly, the 26 terms of this protective order do not extend beyond the commencement of the trial. 27 5. DESIGNATING PROTECTED MATERIAL 28 1 5.1 Exercise of Restraint and Care in Designating Material for Protection. 2 Each Party or Non-Party that designates information or items for protection under 3 this Order must take care to limit any such designation to specific material that 4 qualifies under the appropriate standards. The Designating Party must designate for 5 protection only those parts of material, documents, items or oral or written 6 communications that qualify so that other portions of the material, documents, items 7 or communications for which protection is not warranted are not swept unjustifiably 8 within the ambit of this Order. 9 Mass, indiscriminate or routinized designations are prohibited. Designations 10 that are shown to be clearly unjustified or that have been made for an improper 11 purpose (e.g., to unnecessarily encumber the case development process or to impose 12 unnecessary expenses and burdens on other parties) may expose the Designating 13 Party to sanctions. 14 If it comes to a Designating Party’s attention that information or items that it 15 designated for protection do not qualify for protection, that Designating Party must 16 promptly notify all other Parties that it is withdrawing the inapplicable designation. 17 18 5.2 Manner and Timing of Designations. Except as otherwise provided in 19 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 20 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 21 under this Order must be clearly so designated before the material is disclosed or 22 produced. 23 Designation in conformity with this Order requires: 24 (a) for information in documentary form (e.g., paper or electronic 25 documents, but excluding transcripts of depositions or other pretrial or trial 26 proceedings), that the Producing Party affix at a minimum, the legend 27 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 28 1 contains protected material. If only a portion of the material on a page qualifies for 2 protection, the Producing Party also must clearly identify the protected portion(s) 3 (e.g., by making appropriate markings in the margins). 4 A Party or Non-Party that makes original documents available for inspection 5 need not designate them for protection until after the inspecting Party has indicated 6 which documents it would like copied and produced. During the inspection and 7 before the designation, all of the material made available for inspection shall be 8 deemed “CONFIDENTIAL.” After the inspecting Party has identified the documents 9 it wants copied and produced, the Producing Party must determine which documents, 10 or portions thereof, qualify for protection under this Order. Then, before producing 11 the specified documents, the Producing Party must affix the “CONFIDENTIAL 12 legend” to each page that contains Protected Material. If only a portion of the 13 material on a page qualifies for protection, the Producing Party also must clearly 14 identify the protected portion(s) (e.g., by making appropriate markings in the 15 margins). 16 (b) for testimony given in depositions that the Designating Party 17 identifies the Disclosure or Discovery Material on the record, before the close of the 18 deposition all protected testimony. 19 20 (c) for information produced in some form other than documentary and 21 for any other tangible items, that the Producing Party affix in a prominent place on 22 the exterior of the container or containers in which the information is stored the 23 legend “CONFIDENTIAL.” If only a portion or portions of the information warrants 24 protection, the Producing Party, to the extent practicable, shall identify the protected 25 portion(s). 26 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 27 failure to designate qualified information or items does not, standing alone, waive 28 1 Upon timely correction of a designation, the Receiving Party must make reasonable 2 efforts to assure that the material is treated in accordance with the provisions of this 3 Order. 4 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 5 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 6 designation of confidentiality at any time that is consistent with the Court’s 7 Scheduling Order. 8 9 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 10 resolution process under Local Rule 37-1 et seq. 11 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 12 joint stipulation pursuant to Local Rule 37-2. 13 6.4 The burden of persuasion in any such challenge proceeding shall be on 14 the Designating Party. Frivolous challenges, and those made for an improper purpose 15 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 16 expose the Challenging Party to sanctions. Unless the Designating Party has waived 17 or withdrawn the confidentiality designation, all parties shall continue to afford the 18 material in question the level of protection to which it is entitled under the Producing 19 Party’s designation until the Court rules on the challenge. 20 7. ACCESS TO AND USE OF PROTECTED MATERIAL 21 22 7.1 Basic Principles. A Receiving Party may use Protected Material that is 23 disclosed or produced by another Party or by a Non-Party in connection with this 24 Action only for prosecuting, defending or attempting to settle this Action. Such 25 Protected Material may be disclosed only to the categories of persons and under the 26 conditions described in this Order. When the Action has been terminated, a 27 Receiving Party must comply with the provisions of section 13 below (FINAL 28 DISPOSITION). 1 Protected Material must be stored and maintained by a Receiving Party at a 2 location and in a secure manner that ensures that access is limited to the persons 3 authorized under this Order. 4 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 5 otherwise ordered by the court or permitted in writing by the Designating Party, a 6 Receiving Party may disclose any information or item designated 7 “CONFIDENTIAL” only to: 8 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 9 well as employees of said Outside Counsel of Record to whom it is reasonably 10 necessary to disclose the information for this Action; 11 12 (b) the officers, directors, and employees (including House Counsel) of 13 the Receiving Party to whom disclosure is reasonably necessary for this Action; 14 (c) Experts (as defined in this Order) of the Receiving Party to whom 15 disclosure is reasonably necessary for this Action and who have signed the 16 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 17 (d) the court and its personnel; 18 (e) court reporters and their staff; 19 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 24 a custodian or other person who otherwise possessed or knew the information; 25 (h) during their depositions, witnesses, and attorneys for witnesses, in 26 the Action to whom disclosure is reasonably necessary provided: (1) the deposing 27 party requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they 28 1 will not be permitted to keep any confidential information unless they sign the 2 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 3 agreed by the Designating Party or ordered by the court. Pages of transcribed 4 deposition testimony or exhibits to depositions that reveal Protected Material may be 5 separately bound by the court reporter and may not be disclosed to anyone except as 6 permitted under this Stipulated Protective Order; and 7 (i) any mediator or settlement officer, and their supporting personnel, 8 mutually agreed upon by any of the parties engaged in settlement discussions or 9 appointed by the Court. 10 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 11

IN OTHER LITIGATION

12 13 If a Party is served with a subpoena or a court order issued in other litigation 14 that compels disclosure of any information or items designated in this Action as 15 “CONFIDENTIAL,” that Party must: 16 (a) promptly notify in writing the Designating Party. Such notification 17 shall include a copy of the subpoena or court order; unless prohibited by law. 18 (b) promptly notify in writing the party who caused the subpoena or 19 order to issue in the other litigation that some or all of the material covered by the 20 subpoena or order is subject to this Protective Order. Such notification shall include 21 a copy of 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. 24 25 If the Designating Party timely seeks a protective order, the Party served with 26 the subpoena or court order shall not produce any information designated in this 27 action as “CONFIDENTIAL” before a determination by the court from which the 28 subpoena or order issued, unless the Party has obtained the Designating Party’s 1 permission. The Designating Party shall bear the burden and expense of seeking 2 protection in that court of its confidential material and nothing in these provisions 3 should be construed as authorizing or encouraging a Receiving Party in this Action 4 to disobey a lawful directive from another court. 5 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 6

PRODUCED IN THIS LITIGATION

7 (a) The terms of this Order are applicable to information produced by a 8 Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 9 produced by Non-Parties in connection with this litigation is protected by the 10 remedies and relief provided by this Order. Nothing in these provisions should be 11 construed as prohibiting a Non-Party from seeking additional protections. 12 13 (b) In the event that a Party is required, by a valid discovery request, to 14 produce a Non-Party’s confidential information in its possession, and the Party is 15 subject to an agreement with the Non-Party not to produce the Non-Party’s 16 confidential information, then the Party shall: 17 (1) promptly notify in writing the Requesting Party and the Non- 18 Party that some or all of the information requested is subject to a confidentiality 19 agreement with a Non-Party; 20 (2) promptly provide the Non-Party with a copy of the Stipulated 21 Protective Order in this Action, the relevant discovery request(s), and a reasonably 22 specific description of the information requested; and 23 (3) make the information requested available for inspection by the 24 Non-Party, if requested. 25 26 (c) If the Non-Party fails to seek a protective order from this court within 27 14 days of receiving the notice and accompanying information, the Receiving Party 28 may produce the Non-Party’s confidential information responsive to the discovery 1 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 2 not produce any information in its possession or control that is subject to the 3 confidentiality agreement with the Non-Party before a determination by the court. 4 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 5 of seeking protection in this court of its Protected Material. 6 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 7 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 8 Protected Material to any person or in any circumstance not authorized under this 9 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 10 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 11 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 12 persons to whom unauthorized disclosures were made of all the terms of this Order, 13 and (d) request such person or persons to execute the “Acknowledgment and 14 Agreement to Be Bound” that is attached hereto as Exhibit A. 15 16 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 17 PROTECTED MATERIAL 18 When a Producing Party gives notice to Receiving Parties that certain 19 inadvertently produced material is subject to a claim of privilege or other protection, 20 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 21 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 22 may be established in an e-discovery order that provides for production without prior 23 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 24 parties reach an agreement on the effect of disclosure of a communication or 25 information covered by the attorney-client privilege or work product protection, the 26 parties may incorporate their agreement in the stipulated protective order submitted 27 to the court provided the Court so allows. 28 1 12. MISCELLANEOUS 2 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 3 person to seek its modification by the Court in the future. 4 12.2 Right to Assert Other Objections. By stipulating to the entry of this 5 Protective Order, no Party waives any right it otherwise would have to object to 6 disclosing or producing any information or item on any ground not addressed in this 7 Stipulated Protective Order. Similarly, no Party waives any right to object on any 8 ground to use in evidence of any of the material covered by this Protective Order. 9 10 12.3 Filing Protected Material. A Party that seeks to file under seal any 11 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 12 only be filed under seal pursuant to a court order authorizing the sealing of the 13 specific Protected Material at issue. If a Party’s request to file Protected Material 14 under seal is denied by the court, then the Receiving Party may file the information 15 in the public record unless otherwise instructed by the court. 16 17 18 19 20 21 22 23 24 25 26 27 28 1 13. FINAL DISPOSITION 2 After the final disposition of this Action, as defined in paragraph 4, within 60 3 days of a written request by the Designating Party, each Receiving Party must return 4 all Protected Material to the Producing Party or destroy such material. As used in 5 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 6 summaries, and any other format reproducing or capturing any of the Protected 7 Material. Whether the Protected Material is returned or destroyed, the Receiving 8 Party must submit a written certification to the Producing Party (and, if not the same 9 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 10 (by category, where appropriate) all the Protected Material that was returned or 11 destroyed and (2) affirms that the Receiving Party has not retained any copies, 12 abstracts, compilations, summaries or any other format reproducing or capturing any 13 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 14 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 15 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 16 reports, attorney work product, and consultant and expert work product, even if such 17 materials contain Protected Material. Any such archival copies that contain or 18 constitute Protected Material remain subject to this Protective Order as set forth in 19 Section 4 (DURATION). 20

21 22 23 24 25 26 27 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, THROUGH COUNSEL OF RECORD.

6 7 || DATED: August 17, 2021 8 9 || /s/ Minh Van T. Do (with permission) 10 Attorneys for Plaintiff 11 12 || DATED: August 17, 2021 13 14 || /s/ Hong-An Vu 15 Attorneys for Defendant 16 17 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 18 19 || DATED: August 23, 2021 20 fe Prehatt~ 21 | HON. JEAN P. ROSENBLUTH 92 || United States Magistrate Judge 23 24 25 26 27 28

ACTIVE/111574176.1

1 EXHIBIT A 2

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

3 4 I, [print or type full name], of 5 [print or type full address], declare under penalty of perjury 6 that I have read in its entirety and understand the Stipulated Protective Order that 7 was issued by the United States District Court for the Central District of California 8 on [date] in the case of Buffin v. Community.com, Inc., Case No. 2:20-cv-07552 9 SVW (JPRx). I agree to comply with and to be bound by all the terms of this 10 Stipulated Protective Order and I understand and acknowledge that failure to so 11 comply could expose me to sanctions and punishment in the nature of contempt. I 12 solemnly promise that I will not disclose in any manner any information or item 13 that is subject to this Stipulated Protective Order to any person or entity except in 14 strict compliance with the provisions of this 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. 18 I hereby appoint [print or type full name] of 19 [print or type full address and telephone 20 number] as my California agent for service of process in connection with this action 21 or any proceedings related to enforcement of this Stipulated Protective Order. 22 Date: 23 City and State where sworn and signed: 24 Printed name: 25 26 Signature: 27 28