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6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 11 WORX4U2, INC., a California Case No. 2:20-cv-11455-JFW-GJS corporation, 12 STIPULATED PROTECTIVE Plaintiff, ORDER 13 v. DISCOVERY MATTER 14

EARTHWHILE ENDEAVORS,

15 INCORPORATED, a California corporation; et al., 16 Defendants. 17

18

AND RELATED CROSS-ACTION

19 20 21 1. A. PURPOSES AND LIMITATIONS 22 Discovery in this action is likely to involve production of confidential, 23 proprietary or private information for which special protection from public 24 disclosure and from use for any purpose other than prosecuting this litigation may 25 be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 26 enter the following Stipulated Protective Order. The parties acknowledge that this 27 Order does not confer blanket protections on all disclosures or responses to 28 discovery and that the protection it affords from public disclosure and use extends 1 only to the limited information or items that are entitled to confidential treatment 2 under the applicable legal principles. 3 B. GOOD CAUSE STATEMENT 4 This action is likely to involve trade secrets, customer and customer sales 5 information and other valuable research, development, commercial, financial, 6 technical and/or proprietary information for which special protection from public 7 disclosure and from use for any purpose other than prosecution of this action is 8 warranted. Such confidential and proprietary materials and information consist of, 9 among other things, confidential business or financial information, information 10 regarding confidential business practices, or other confidential commercial 11 information (including information implicating privacy rights of third parties), 12 information otherwise generally unavailable to the public, or which may be 13 privileged or otherwise protected from disclosure under state or federal statutes, 14 court rules, case decisions, or common law. Accordingly, to expedite the flow of 15 information, to facilitate the prompt resolution of disputes over confidentiality of 16 discovery materials, to adequately protect information the parties are entitled to 17 keep confidential, to ensure that the parties are permitted reasonable necessary uses 18 of such material in preparation for and in the conduct of trial, to address their 19 handling at the end of the litigation, and serve the ends of justice, a protective order 20 for such information is justified in this matter. It is the intent of the parties that 21 information will not be designated as confidential for tactical reasons and that 22 nothing be so designated without a good faith belief that it has been maintained in a 23 confidential, non-public manner, and there is good cause why it should not be part 24 of the public 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 28 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 1 and the standards that will be applied when a party seeks permission from the court 2 to file 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 6 and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 7 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 8 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective 9 orders require good cause showing), and a specific showing of good cause or 10 compelling reasons with proper evidentiary support and legal justification, must be 11 made with respect to Protected Material that a party seeks to file under seal. The 12 parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 13 does not—without the submission of competent evidence by declaration, 14 establishing that the material sought to be filed under seal qualifies as confidential, 15 privileged, or otherwise protectable—constitute good cause. 16 Further, if a party requests sealing related to a dispositive motion or trial, 17 then compelling reasons, not only good cause, for the sealing must be shown, and 18 the relief sought shall be narrowly tailored to serve the specific interest to be 19 protected. See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677-79 (9th Cir. 20 2010). For each item or type of information, document, or thing sought to be filed 21 or introduced under seal in connection with a dispositive motion or trial, the party 22 seeking protection must articulate compelling reasons, supported by specific facts 23 and legal justification, for the requested sealing order. Again, competent evidence 24 supporting the application to file documents under seal must be provided by 25 declaration. 26 Any document that is not confidential, privileged, or otherwise protectable in 27 its entirety will not be filed under seal if the confidential portions can be redacted. 28 If documents can be redacted, then a redacted version for public viewing, omitting 1 only the confidential, privileged, or otherwise protectable portions of the document, 2 shall be filed. Any application that seeks to file documents under seal in their 3 entirety should include an explanation of why redaction is not feasible. 4 2. DEFINITIONS 5 2.1 Action: this pending federal lawsuit and related counterclaim filed in 6 the United States District Court for the Central District of California titled 7 Worx4u2, Inc. v. Earthwhile Endeavors, Incorporated, et al., Case No. 20-11455- 8 JFW-GJS. 9 2.2 Challenging Party: a Party or Non-Party that challenges the 10 designation of information or items under this Order. 11 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 12 how it is generated, stored or maintained) or tangible things that qualify for 13 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 14 the Good Cause Statement. 15 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 16 their support staff). 17 2.5 Designating Party: a Party or Non-Party that designates information or 18 items that it produces in disclosures or in responses to discovery as 19 “CONFIDENTIAL.” 20 2.6 Disclosure or Discovery Material: all items or information, regardless 21 of the medium or manner in which it is generated, stored, or maintained (including, 22 among other things, testimony, transcripts, and tangible things), that are produced 23 or generated in disclosures or responses to discovery in this matter. 24 2.7 Expert: a person with specialized knowledge or experience in a matter 25 pertinent to the litigation who has been retained by a Party or its counsel to serve as 26 an expert witness or as a consultant in this Action. 27 2.8 House Counsel: attorneys who are employees of a party to this Action. 28 House Counsel does not include Outside Counsel of Record or any other outside 1 counsel. 2 2.9 Non-Party: any natural person, partnership, corporation, association or 3 other legal entity not named as a Party to this action. 4 2.10 Outside Counsel of Record: attorneys who are not employees of a 5 party to this Action but are retained to represent or advise a party to this Action and 6 have appeared in this Action on behalf of that party or are affiliated with a law firm 7 that has appeared on behalf of that party, and includes support staff. 8 2.11 Party: any party to this Action, including all of its officers, directors, 9 employees, consultants, retained experts, and Outside Counsel of Record (and their 10 support staffs). 11 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 12 Discovery Material in this Action. 13 2.13 Professional Vendors: persons or entities that provide litigation 14 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 15 demonstrations, and organizing, storing, or retrieving data in any form or medium) 16 and their employees and subcontractors. 17 2.14 Protected Material: any Disclosure or Discovery Material that is 18 designated as “CONFIDENTIAL.” 19 2.15 Receiving Party: a Party that receives Disclosure or Discovery 20 Material from a Producing Party. 21 3. SCOPE 22 The protections conferred by this Stipulation and Order cover not only 23 Protected Material (as defined above), but also (1) any information copied or 24 extracted from Protected Material; (2) all copies, excerpts, summaries, or 25 compilations of Protected Material; and (3) any testimony, conversations, or 26 presentations by Parties or their Counsel that might reveal Protected Material. 27 Any use of Protected Material at trial shall be governed by the orders of the 28 trial judge. This Order does not govern the use of Protected Material at trial. 1 4. DURATION 2 FINAL DISPOSITION of the action is defined as the conclusion of any 3 appellate proceedings, or, if no appeal is taken, when the time for filing of an 4 appeal has run. Except as set forth below, the terms of this protective order apply 5 through FINAL DISPOSITION of the action. The parties may stipulate that they 6 will be contractually bound by the terms of this agreement beyond FINAL 7 DISPOSITION, but will have to file a separate action for enforcement of the 8 agreement once all proceedings in this case are complete. 9 Once a case proceeds to trial, information that was designated as 10 CONFIDENTIAL or maintained pursuant to this protective order used or 11 introduced as an exhibit at trial becomes public and will be presumptively available 12 to all members of the public, including the press, unless compelling reasons 13 supported by specific factual findings to proceed otherwise are made to the trial 14 judge in advance of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing 15 “good cause” showing for sealing documents produced in discovery from 16 “compelling reasons” standard when merits-related documents are part of court 17 record). Accordingly, for such materials, the terms of this protective order do not 18 extend beyond the commencement of the trial. 19 5. DESIGNATING PROTECTED MATERIAL 20 5.1 Exercise of Restraint and Care in Designating Material for Protection. 21 Each Party or Non-Party that designates information or items for protection under 22 this Order must take care to limit any such designation to specific material that 23 qualifies under the appropriate standards. The Designating Party must designate for 24 protection only those parts of material, documents, items or oral or written 25 communications that qualify so that other portions of the material, documents, 26 items or communications for which protection is not warranted are not swept 27 unjustifiably within the ambit of this Order. 28 Mass, indiscriminate or routinized designations are prohibited. Designations 1 that are shown to be clearly unjustified or that have been made for an improper 2 purpose (e.g., to unnecessarily encumber the case development process or to 3 impose unnecessary expenses and burdens on other parties) may expose the 4 Designating Party to sanctions. 5 If it comes to a Designating Party’s attention that information or items that it 6 designated for protection do not qualify for protection, that Designating Party must 7 promptly notify all other Parties that it is withdrawing the inapplicable designation. 8 5.2 Manner and Timing of Designations. Except as otherwise provided in 9 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 10 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 11 under this Order must be clearly so designated before the material is disclosed or 12 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”), to each page that 18 contains protected material. If only a portion of the material on a page qualifies for 19 protection, the Producing Party also must clearly identify the protected portion(s) 20 (e.g., by making appropriate markings in the margins). 21 A Party or Non-Party that makes original documents available for inspection 22 need not designate them for protection until after the inspecting Party has indicated 23 which documents it would like copied and produced. During the inspection and 24 before the designation, all of the material made available for inspection shall be 25 deemed “CONFIDENTIAL.” After the inspecting Party has identified the 26 documents it wants copied and produced, the Producing Party must determine 27 which documents, or portions thereof, qualify for protection under this Order. 28 Then, before producing the specified documents, the Producing Party must affix the 1 “CONFIDENTIAL legend” to each page that contains Protected Material. If only a 2 portion of the material on a page qualifies for protection, the Producing Party also 3 must clearly identify the protected portion(s) (e.g., by making appropriate markings 4 in the margins). 5 (b) for testimony given in depositions that the Designating Party identifies 6 the Disclosure or Discovery Material on the record, before the close of the 7 deposition all protected testimony. 8 (c) for information produced in some form other than documentary and for 9 any other tangible items, that the Producing Party affix in a prominent place on the 10 exterior of the container or containers in which the information is stored the legend 11 “CONFIDENTIAL.” If only a portion or portions of the information warrants 12 protection, the Producing Party, to the extent practicable, shall identify the 13 protected portion(s). 14 5.3 Inadvertent Failures to Designate. If promptly corrected upon 15 determination of the error, an inadvertent failure to designate qualified information 16 or items does not, standing alone, waive the Designating Party’s right to secure 17 protection under this Order for such material. Upon timely correction of a 18 designation, the Receiving Party must make reasonable efforts to assure that the 19 material is treated in accordance with the provisions of this Order. 20 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 21 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 22 designation of confidentiality at any time that is consistent with the Court’s 23 Scheduling Order. 24 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 25 resolution process under Local Rule 37.1 et seq. 26 6.3 The burden of persuasion in any such challenge proceeding shall be on 27 the Designating Party. Frivolous challenges, and those made for an improper 28 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 1 parties) may expose the Challenging Party to sanctions. Unless the Designating 2 Party has waived or withdrawn the confidentiality designation, all parties shall 3 continue to afford the material in question the level of protection to which it is 4 entitled under the Producing Party’s designation until the Court rules on the 5 challenge. 6 6.4 The Receiving Party’s decision not to challenge a CONFIDENTIAL 7 designation does not waive that party’s right to assert in any subsequent proceeding 8 that the material so designated is not in fact a trade secret under applicable law. The 9 Court’s denial of a motion challenging a CONFIDENTIAL designation shall not be 10 dispositive of the question whether the designated material is in fact a trade secret 11 under applicable law. 12 7. ACCESS TO AND USE OF PROTECTED MATERIAL 13 7.1 Basic Principles. A Receiving Party may use Protected Material that is 14 disclosed or produced by another Party or by a Non-Party in connection with this 15 Action only for prosecuting, defending or attempting to settle this Action. Such 16 Protected Material may be disclosed only to the categories of persons and under the 17 conditions described in this Order. When the Action has been terminated, a 18 Receiving Party must comply with the provisions of section 13 below (FINAL 19 DISPOSITION). 20 Protected Material must be stored and maintained by a Receiving Party at a 21 location and in a secure manner that ensures that access is limited to the persons 22 authorized under this Order. 23 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 24 otherwise ordered by the court or permitted in writing by the Designating Party, a 25 Receiving Party may disclose any information or item designated 26 “CONFIDENTIAL” only to: 27 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 28 as employees of said Outside Counsel of Record to whom it is reasonably necessary 1 to disclose the information for this Action; 2 (b) the officers, directors, and employees (including House Counsel) of the 3 Receiving Party to whom disclosure is reasonably necessary for this Action; 4 (c) Experts (as defined in this Order) of the Receiving Party to whom 5 disclosure is reasonably necessary for this Action and who have signed the 6 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 7 (d) the court and its personnel; 8 (e) court reporters and their staff; 9 (f) professional jury or trial consultants, mock jurors, and Professional 10 Vendors to whom disclosure is reasonably necessary for this Action and who have 11 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 12 (g) the author or recipient of a document containing the information or a 13 custodian or other person who otherwise possessed or knew the information; 14 (h) during their depositions, witnesses, and attorneys for witnesses, in the 15 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 16 requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they 17 will not be permitted to keep any confidential information unless they sign the 18 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 19 agreed by the Designating Party or ordered by the court. Pages of transcribed 20 deposition testimony or exhibits to depositions that reveal Protected Material may 21 be separately bound by the court reporter and may not be disclosed to anyone 22 except as permitted under this Stipulated Protective Order; and 23 (i) any mediator or settlement officer, and their supporting personnel, 24 mutually agreed upon by any of the parties engaged in settlement discussions. 25 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 26 IN OTHER LITIGATION 27 If a Party is served with a subpoena or a court order issued in other litigation 28 that compels disclosure of any information or items designated in this Action as 1 “CONFIDENTIAL,” that Party must: 2 (a) promptly notify in writing the Designating Party. Such notification shall 3 include a copy of the subpoena or court order; 4 (b) promptly notify in writing the party who caused the subpoena or order to 5 issue in the other litigation that some or all of the material covered by the subpoena 6 or order is subject to this Protective Order. Such notification shall include a copy 7 of this Stipulated Protective Order; and 8 (c) cooperate with respect to all reasonable procedures sought to be pursued 9 by the Designating Party whose Protected Material may be affected. 10 If the Designating Party timely seeks a protective order, the Party served with 11 the subpoena or court order shall not produce any information designated in this 12 action as “CONFIDENTIAL” before a determination by the court from which the 13 subpoena or order issued, unless the Party has obtained the Designating Party’s 14 permission. The Designating Party shall bear the burden and expense of seeking 15 protection in that court of its confidential material and nothing in these provisions 16 should be construed as authorizing or encouraging a Receiving Party in this Action 17 to disobey a lawful directive from another court. 18 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 19 PRODUCED IN THIS LITIGATION 20 (a) The terms of this Order are applicable to information produced by a Non- 21 Party in this Action and designated as “CONFIDENTIAL.” Such information 22 produced by Non-Parties in connection with this litigation is protected by the 23 remedies and relief provided by this Order. Nothing in these provisions should be 24 construed as prohibiting a Non-Party from seeking additional protections. 25 (b) In the event that a Party is required, by a valid discovery request, to 26 produce a Non-Party’s confidential information in its possession, and the Party is 27 subject to an agreement with the Non-Party not to produce the Non-Party’s 28 confidential information, then the Party shall: 1 (1) promptly notify in writing the Requesting Party and the Non-Party 2 that some or all of the information requested is subject to a confidentiality 3 agreement with a Non-Party; 4 (2) promptly provide the Non-Party with a copy of the Stipulated 5 Protective Order in this Action, the relevant discovery request(s), and a reasonably 6 specific description of the information requested; and 7 (3) make the information requested available for inspection by the 8 Non-Party, if requested. 9 (c) If the Non-Party fails to seek a protective order from this court within 14 10 days of receiving the notice and accompanying information, the Receiving Party 11 may produce the Non-Party’s confidential information responsive to the discovery 12 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 13 not produce any information in its possession or control that is subject to the 14 confidentiality agreement with the Non-Party before a determination by the court. 15 Absent a court order to the contrary, the Non-Party shall bear the burden and 16 expense of seeking protection in this court of its Protected Material. 17 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 18 If a Receiving Party learns of a disclosure of Protected Material to any 19 person or in any circumstance not authorized under this Stipulated Protective Order, 20 the Receiving Party must immediately (a) notify in writing the Designating Party of 21 the unauthorized disclosures, (b) use its best efforts to retrieve all unauthorized 22 copies of the Protected Material, (c) inform the person or persons to whom 23 unauthorized disclosures were made of all the terms of this Order, and (d) request 24 such person or persons to execute the “Acknowledgment and Agreement to Be 25 Bound” that is attached hereto as Exhibit A. 26 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 27 PROTECTED MATERIAL 28 When a Producing Party gives notice to Receiving Parties that certain 1 inadvertently produced material is subject to a claim of privilege or other 2 protection, the obligations of the Receiving Parties are those set forth in Federal 3 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 4 whatever procedure may be established in an e-discovery order that provides for 5 production without prior privilege review. Pursuant to Federal Rule of Evidence 6 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 7 of a communication or information covered by the attorney-client privilege or work 8 product protection, the parties may incorporate their agreement in the stipulated 9 protective order submitted to the court. 10 12. MISCELLANEOUS 11 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 12 person to seek its modification by the Court in the future. 13 12.2 Right to Assert Other Objections. By stipulating to the entry of this 14 Protective Order, no Party waives any right it otherwise would have to object to 15 disclosing or producing any information or item on any ground not addressed in 16 this Stipulated Protective Order. Similarly, no Party waives any right to object on 17 any ground to use in evidence of any of the material covered by this Protective 18 Order. 19 12.3 Filing Protected Material. A Party that seeks to file under seal any 20 Protected Material must comply with Local Civil Rule 79-5. Protected Material 21 may only be filed under seal pursuant to a court order authorizing the sealing of the 22 specific Protected Material at issue. If a Party’s request to file Protected Material 23 under seal is denied by the court, then the Receiving Party may file the information 24 in the public record unless otherwise instructed by the court. 25 13. FINAL DISPOSITION 26 After the final disposition of this Action, as defined in paragraph 4, within 60 27 days of a written request by the Designating Party, each Receiving Party must 28 return all Protected Material to the Producing Party or destroy such material. As 1 used in this subdivision, “all Protected Material” includes all copies, abstracts, 2 compilations, summaries, and any other format reproducing or capturing any of the 3 Protected Material. Whether the Protected Material is returned or destroyed, the 4 Receiving Party must submit a written certification to the Producing Party (and, if 5 not the same person or entity, to the Designating Party) by the 60 day deadline that 6 (1) identifies (by category, where appropriate) all the Protected Material that was 7 returned or destroyed and (2) affirms that the Receiving Party has not retained any 8 copies, abstracts, compilations, summaries or any other format reproducing or 9 capturing any of the Protected Material. Notwithstanding this provision, Counsel 10 are entitled to retain an archival copy of all pleadings, motion papers, trial, 11 deposition, and hearing transcripts, legal memoranda, correspondence, deposition 12 and trial exhibits, expert reports, attorney work product, and consultant and expert 13 work product, even if such materials contain Protected Material. Any such archival 14 copies that contain or constitute Protected Material remain subject to this Protective 15 Order as set forth in Section 4 (DURATION). 16 14. VIOLATION 17 Any violation of this Order may be punished by appropriate measures 18 including, without limitation, contempt proceedings and/or monetary sanctions. 19 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD:

20 Dated: August 20, 2021 ROPERS MAJESKI PC

21 22 By:/s/ Todd A. Roberts

TODD A. ROBERTS

23 ALEXANDRIA C. CARRAHER Attorneys for Defendants 24 EARTHWHILE ENDEAVORS, INCORPORATED and PAUL 25 ARMSTRONG

26

27 28 1 Dated: August 20, 2021 LIGHTGABLER 2 By:/s/ Glenn Dickinson 3 GLENN DICKINSON womeuinen 5 6 7 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

DATED: August 25,2021) Upor 11 HONORABLE GAIL J.STANDISH

UNITED STATES MAGISTRATE JUDGE

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 5 that I have read in its entirety and understand the Stipulated Protective Order that 6 was issued by the United States District Court for the Central District of California 7 on [date] in the case of ___________ [insert formal name of the case and the 8 number and initials assigned to it by the court]. I agree to comply with and to be 9 bound by all the terms of this Stipulated Protective Order and I understand and 10 acknowledge that failure to so comply could expose me to sanctions and 11 punishment in the nature of contempt. I solemnly promise that I will not disclose in 12 any manner any information or item that is subject to this Stipulated Protective 13 Order to any person or entity except in strict compliance with the provisions of this 14 Order. 15 I further agree to submit to the jurisdiction of the United States District Court 16 for the Central District of California for enforcing the terms of this Stipulated 17 Protective Order, even if such enforcement proceedings occur after termination of 18 this action. I hereby appoint __________________________ [print or type full 19 name] of _______________________________________ [print or type full 20 address and telephone number] as my California agent for service of process in 21 connection with this action or any proceedings related to enforcement of this 22 Stipulated Protective Order. 23 Date: ______________________________________ 24 City and State where sworn and signed: _________________________________ 25 Printed name: _______________________________ 26 27 Signature: __________________________________ 28