1 | MATTHEW A. HODEL (SBi 93962) Email: mhodel@hodelwil s.com 2 | FRED L. WILKS (SB 205403) Email: Nwilks@ho elwilks.com 3 | HODEL WILKS LLP 4 Park Plaza, Suite 640 4 | Irvine, California 92614 Telephone: (949) 450-4470 5 Attorneys for Defendant 6 | DDRM HILLTOP PLAZA L.P. 7 8 9 UNITED STATES DISTRICT COURT 10 CENTRAL DISTRICT OF CALIFORNIA 11 12 | FITNESS INTERNATIONAL, LLC, CASE NO. 8:21-cv-00142 CJC (ADSx) a California limited liability company, 13 Plaintiff, STIPULATED PROTECTIVE 14 ORDER

VS.

15 DDRM HILLTOP PLAZA L.P., a 16 || Delaware limited partnership; DOES 1-10, inclusive, 17 Defendants. Complaint Filed: December 18, 2020 18 19 | DDRM HILLTOP PLAZA L.P., a Delaware limited partnership, 20 Counterclaimant, 21

VS.

FITNESS INTERNATIONAL, LLC,

23 | a California limited liability company, 24 Counter-Defendant. 25 26 27 28

1] 1. PURPOSES AND LIMITATIONS 2 A. Discovery in this action 1s likely to involve production of confidential, 3 || proprietary, or private information for which special protection from public 4 || disclosure and from use for any purpose other than prosecuting this litigation may 5 || be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 6 || enter the following Stipulated Protective Order. The parties acknowledge that this 7 || Order does not confer blanket protections on all disclosures or responses to 8 | discovery and that the protection it affords from public disclosure and use extends 9 | only to the limited information or items that are entitled to confidential treatment 10 | under the applicable legal principles. The parties further acknowledge, as set forth 11 | in Section XIII(C), below, that this Stipulated Protective Order does not entitle 12 | them to file confidential information under seal; Civil Local Rule 79-5 sets forth the 13 | procedures that must be followed and the standards that will be applied when a 14 | party seeks permission from the Court to file material under seal. 15 | Il. GOOD CAUSE STATEMENT 16 A. This action is likely to involve trade secrets, customer and pricing lists 17 | and other valuable research, development, commercial, financial and/or proprietary 18 | information for which special protection from public disclosure and from use for 19 | any purpose other than prosecution of this action is warranted. Such confidential 20 | and proprietary materials and information consist of, among other things, the terms 21 | of the parties’ contract, confidential business or financial information, information 22 | regarding confidential business practices, or other confidential commercial 23 | information (including information implicating privacy rights of third parties), 24 | information otherwise generally unavailable to the public, or which may be 25 | privileged or otherwise protected from disclosure under state or federal statutes, 26 | court rules, case decisions, or common law. Disclosure of private financial 27 | information, including without limitation the parties’ contract, is likely to place one 28 | or both of the parties at a competitive disadvantage with respect to competitors,

1 | such as other landlords and fitness center tenants in the commercial real estate 2 | market. Accordingly, to expedite the flow of information, to facilitate the prompt 3 || resolution of disputes over confidentiality of discovery materials, to adequately 4 || protect information the parties are entitled to keep confidential, to ensure that the 5 || parties are permitted reasonable necessary uses of such material in preparation for 6 | and in the conduct of trial, to address their handling at the end of the litigation, and 7 || serve the ends of justice, a protective order for such information is justified in this 8 | matter. It is the intent of the parties that information will not be designated as 9 | confidential for tactical reasons and that nothing be so designated without a good 10 | faith belief that it has been maintained in a confidential, non-public manner, and 11 | there is good cause why it should not be part of the public record of this case. 12 | TT. DEFINITIONS 13 A. Action: This pending federal law suit, Fitness International, LLC v. 14 | DDRM Hilltop Plaza, L.P., U.S.D.C. Case No. 8:21-cv-00142 CJC (ADSx). 15 B. Challenging Party: A Party or Non-Party that challenges the 16 | designation of information or items under this Order. 17 C. “CONFIDENTIAL” Information or Items: Information (regardless of 18 | how it is generated, stored or maintained) or tangible things that qualify for 19 | protection under Federal Rule of Civil Procedure 26(c), and as specified above in 20 | the Good Cause Statement. 21 D. Counsel: Outside Counsel of Record and House Counsel (as well as 22 | their support staff). 23 E. Designating Party: A Party or Non-Party that designates information 24 | or items that it produces in disclosures or in responses to discovery as 25 | “CONFIDENTIAL.” 26 F. Disclosure or Discovery Material: All items or information, regardless 27 | of the medium or manner in which it is generated, stored, or maintained (including, 28 | among other things, testimony, transcripts, and tangible things), that are produced

1 | or generated in disclosures or responses to discovery in this matter. 2 G. Expert: A person with specialized knowledge or experience in a 3 || matter pertinent to the litigation who has been retained by a Party or its counsel to 4 | serve as an expert witness or as a consultant in this Action. 5 H. House Counsel: Attorneys who are employees of a party to this 6 | Action. House Counsel does not include Outside Counsel of Record or any other 7 || outside counsel. 8 I. Non-Party: Any natural person, partnership, corporation, association, 9 | or other legal entity not named as a Party to this action. 10 J. Outside Counsel of Record: Attorneys who are not employees of a 11 | party to this Action but are retained to represent or advise a party to this Action and 12 | have appeared in this Action on behalf of that party or are affiliated with a law firm 13 | which has appeared on behalf of that party, and includes support staff. 14 K. Party: Any party to this Action, including all of its officers, directors, 15 | employees, consultants, retained experts, and Outside Counsel of Record (and their 16 | support staffs). 17 L. Producing Party: A Party or Non-Party that produces Disclosure or 18 | Discovery Material in this Action. 19 M. Professional Vendors: Persons or entities that provide litigation 20 || support services (e.g., photocopying, videotaping, translating, preparing exhibits or 21 | demonstrations, and organizing, storing, or retrieving data in any form or medium) 22 | and their employees and subcontractors. 23 N. Protected Material: Any Disclosure or Discovery Material that is 24 | designated as “CONFIDENTIAL.” 25 O. Receiving Party: A Party that receives Disclosure or Discovery 26 | Material from a Producing Party. 27 28

1 | IV. SCOPE 2 A. The protections conferred by this Stipulation and Order cover not only 3 || Protected Material (as defined above), but also (1) any information copied or 4 | extracted from Protected Material; (2) all copies, excerpts, summaries, or 5 || compilations of Protected Material; and (3) any testimony, conversations, or 6 || presentations by Parties or their Counsel that might reveal Protected Material. 7 B. — Any use of Protected Material at trial shall be governed by the orders 8 | of the trial judge. This Order does not govern the use of Protected Material at trial.

V. DURATION

10 A. Once acase proceeds to trial, all of the information that was 11 | designated as confidential or maintained pursuant to this Protective Order becomes 12 | public and will be presumptively available to all members of the public, including 13 | the press, unless compelling reasons supported by specific factual findings to 14 | proceed otherwise are made to the trial judge in advance of the trial. See 15 | Kamakana v. City and County of Honolulu, 447 F.3d 1172, 1180-81 (9th Cir. 2006) 16 | (distinguishing “good cause” showing for sealing documents produced in discovery 17 | from “compelling reasons” standard when merits-related documents are part of 18 | court record). Accordingly, the terms of this Protective Order do not extend beyond 19 | the commencement of the trial. 20 | VI. DESIGNATING PROTECTED MATERIAL 21 A. Exercise of Restraint and Care in Designating Material for Protection 22 1. 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 28 || swept unjustifiably within the ambit of this Order.

1 2. Mass, indiscriminate, or routinized designations are prohibited. 2 | Designations that are shown to be clearly unjustified or that have been made for an 3 || improper purpose (e.g., to unnecessarily encumber the case development process or 4 | to impose unnecessary expenses and burdens on other parties) may expose the 5 | Designating Party to sanctions. 6 3. If it comes to a Designating Party’s attention that information or items 7 || that it designated for protection do not qualify for protection, that Designating Party 8 | must promptly notify all other Parties that it is withdrawing the inapplicable 9 || designation. 10 B. Manner and Timing of Designations 11 1. Except as otherwise provided in this Order (see, e.g., Section B(2)(b) 12 | below), or as otherwise stipulated or ordered, Disclosure or Discovery Material that 13 | qualifies for protection under this Order must be clearly so designated before the 14 | material is disclosed or produced. 15 2. Designation in conformity with this Order requires the following: 16 a. For information in documentary form (e.g., paper or electronic 17 | documents, but excluding transcripts of depositions or other pretrial or trial 18 | proceedings), that the Producing Party affix at a minimum, the legend 19 | “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 20 || contains protected material. If only a portion or portions of the material on a page 21 | qualifies for protection, the Producing Party also must clearly identify the protected 22 | portion(s) (e.g., by making appropriate markings in the margins). 23 b. A Party or Non-Party that makes original documents available 24 | for inspection need not designate them for protection until after the inspecting Party 25 | has indicated which documents it would like copied and produced. During the 26 | inspection and before the designation, all of the material made available for 27 || inspection shall be deemed “CONFIDENTIAL.” After the inspecting Party has 28 | identified the documents it wants copied and produced, the Producing Party must

1 | determine which documents, or portions thereof, qualify for protection under this 2 | Order. Then, before producing the specified documents, the Producing Party must 3 | affix the “CONFIDENTIAL” legend to each page that contains Protected Material. 4 | Ifonly a portion or portions of the material on a page qualifies for protection, the 5 || Producing Party also must clearly identify the protected portion(s) (e.g., by making 6 || appropriate markings in the margins). 7 C. For testimony given in depositions, that the Designating Party 8 | identify the Disclosure or Discovery Material on the record, before the close of the 9 || deposition all protected testimony. 10 d. For information produced in form other than document and for 11 | any other tangible items, that the Producing Party affix in a prominent place on the 12 | exterior of the container or containers in which the information is stored the legend 13 | “CONFIDENTIAL.” If only a portion or portions of the information warrants 14 | protection, the Producing Party, to the extent practicable, shall identify the 15 | protected portion(s). 16 C. Inadvertent Failure to Designate 17 1. If timely corrected, an inadvertent failure to designate qualified 18 | information or items does not, standing alone, waive the Designating Party’s right 19 | to secure protection under this Order for such material. Upon timely correction of a 20 | designation, the Receiving Party must make reasonable efforts to assure that the 21 | material is treated in accordance with the provisions of this Order. 22 | VII. CHALLENGING CONFIDENTIALITY DESIGNATIONS 23 A. Timing of Challenges 24 1. Any party or Non-Party may challenge a designation of confidentiality 25 | at any time that is consistent with the Court’s Scheduling Order. 26 B. Meet and Confer 27 1. The Challenging Party shall initiate the dispute resolution process 28 | under Local Rule 37.1 et seq.

1 C. The burden of persuasion in any such challenge proceeding shall be on 2 | the Designating Party. Frivolous challenges, and those made for an improper 3 || purpose (e.g., to harass or impose unnecessary expenses and burdens on other 4 | parties) may expose the Challenging Party to sanctions. Unless the Designating 5 | Party has waived or withdrawn the confidentiality designation, all parties shall 6 | continue to afford the material in question the level of protection to which it is 7 || entitled under the Producing Party’s designation until the Court rules on the 8 | challenge. 9 | VIII. ACCESS TO AND USE OF PROTECTED MATERIAL 10 A. — Basic Principles 11 1. A Receiving Party may use Protected Material that is disclosed or 12 | produced by another Party or by a Non-Party in connection with this Action only 13 | for prosecuting, defending, or attempting to settle this Action. Such Protected 14 | Material may be disclosed only to the categories of persons and under the 15 | conditions described in this Order. When the Action has been terminated, a 16 | Receiving Party must comply with the provisions of Section XIV below. 17 2. Protected Material must be stored and maintained by a Receiving Party 18 | at a location and in a secure manner that ensures that access is limited to the 19 | persons authorized under this Order. 20 B. Disclosure of “CONFIDENTIAL” Information or Items 21 1. 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 “CONFIDENTIAL” only to: 24 a. The Receiving Party’s Outside Counsel of Record in this 25 || Action, as well as employees of said Outside Counsel of Record to whom it is 26 || reasonably necessary to disclose the information for this Action; 27 28

1 b. The officers, directors, and employees (including House 2 | Counsel) of the Receiving Party to whom disclosure is reasonably necessary for this 3 | Action; 4 C. Experts (as defined in this Order) of the Receiving Party to 5 || whom 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 10 | Professional Vendors to whom disclosure is reasonably necessary or this Action 11 | and who have signed the “Acknowledgment and Agreement to be Bound” attached 12 | as Exhibit A hereto; 13 g. The author or recipient of a document containing the 14 | information or a custodian or other person who otherwise possessed or knew the 15 | information; 16 h. During their depositions, witnesses, and attorneys for witnesses, 17 | in the Action to whom disclosure 1s reasonably necessary provided: (i) the deposing 18 | party requests that the witness sign the “Acknowledgment and Agreement to Be 19 | Bound;” and (11) they will not be permitted to keep any confidential information 20 | unless they sign the “Acknowledgment and Agreement to Be Bound,” unless 21 | otherwise agreed by the Designating Party or ordered by the Court. Pages of 22 | transcribed deposition testimony or exhibits to depositions that reveal Protected 23 || Material may be separately bound by the court reporter and may not be disclosed to 24 || anyone except as permitted under this Stipulated Protective Order; and 25 1. Any mediator or settlement officer, and their supporting 26 || personnel, mutually agreed upon by any of the parties engaged in settlement 27 | discussions. 28

1 | IX. PROTECTED MATERIAL SUPOENAED OR ORDERED 2 PRODUCED IN OTHER LITIGATION 3 A. Ifa Party is served with a subpoena or a court order issued in other 4 || litigation that compels disclosure of any information or items designated in this 5 Action as “CONFIDENTIAL,” that Party must: 6 1. Promptly notify in writing the Designating Party. Such notification 7 || shall include a copy of the subpoena or court order; 8 2. Promptly notify in writing the party who caused the subpoena or order 9 | to issue in the other litigation that some or all of the material covered by the 10 | subpoena or order is subject to this Protective Order. Such notification shall 11 | include a copy of this Stipulated Protective Order; and 12 3. Cooperate with respect to all reasonable procedures sought to be 13 | pursued by the Designating Party whose Protected Material may be affected. 14 B. Ifthe Designating Party timely seeks a protective order, the Party 15 | served with the subpoena or court order shall not produce any information 16 | designated in this action as “CONFIDENTIAL” before a determination by the 17 | Court from which the subpoena or order issued, unless the Party has obtained the 18 | Designating Party’s permission. The Designating Party shall bear the burden and 19 | expense of seeking protection in that court of its confidential material and nothing 20 | in these provisions should be construed as authorizing or encouraging a Receiving 21 | Party in this Action to disobey a lawful directive from another court. 22 | X. ANON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 23 PRODUCED IN THIS LITIGATION 24 A. The terms of this Order are applicable to information produced by a 25 || Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 26 || produced by Non-Parties in connection with this litigation is protected by the 27 || remedies and relief provided by this Order. Nothing in these provisions should be 28 || construed as prohibiting a Non-Party from seeking additional protections. 10

1 B. — Inthe event that a Party is required, by a valid discovery request, to 2 || produce a Non-Party’s confidential information in its possession, and the Party is 3 || subject to an agreement with the Non-Party not to produce the Non-Party’s 4 || confidential information, then the Party shall: 5 1. Promptly notify in writing the Requesting Party and the Non-Party that 6 || some or all of the information requested 1s subject to a confidentiality agreement 7 || with a Non-Party; 8 2. Promptly provide the Non-Party with a copy of the Stipulated 9 || Protective Order in this Action, the relevant discovery request(s), and a reasonably 10 | specific description of the information requested; and 11 3. Make the information requested available for inspection by the Non- 12 | Party, if requested. 13 C. Ifthe Non-Party fails to seek a protective order from this court within 14 | 14 days of receiving the notice and accompanying information, the Receiving Party 15 | may produce the Non-Party’s confidential information responsive to the discovery 16 | request. If the Non-Party timely seeks a protective order, the Receiving Party shall 17 | not produce any information in its possession or control that is subject to the 18 | confidentiality agreement with the Non-Party before a determination by the court. 19 | Absent a court order to the contrary, the Non-Party shall bear the burden and 20 || expense of seeking protection in this court of its Protected Material. 21 | XI. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 22 A. Ifa Receiving Party learns that, by inadvertence or otherwise, it has 23 | disclosed Protected Material to any person or in any circumstance not authorized 24 | under this Stipulated Protective Order, the Receiving Party must immediately 25 | (1) notify in writing the Designating Party of the unauthorized disclosures, (2) use 26 || its best efforts to retrieve all unauthorized copies of the Protected Material, 27 | (3) inform the person or persons to whom unauthorized disclosures were made of 28 11

1 | all the terms of this Order, and (4) request such person or persons to execute the 2 | “Acknowledgment and Agreement to be Bound” that is attached hereto as 3 | Exhibit A. 4] XII. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 5 PROTECTED MATERIAL 6 A. | When a Producing Party gives notice to Receiving Parties that certain 7 || inadvertently produced material is subject to a claim of privilege or other 8 || protection, the obligations of the Receiving Parties are those set forth in Federal 9 | Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 10 | whatever procedure may be established in an e-discovery order that provides for 11 | production without prior privilege review. Pursuant to Federal Rule of Evidence 12 | 502(d) and (ce), insofar as the parties reach an agreement on the effect of disclosure 13 | of a communication or information covered by the attorney-client privilege or work 14 | product protection, the parties may incorporate their agreement in the Stipulated 15 || Protective Order submitted to the Court. 16 | XI. MISCELLANEOUS 17 A. Right to Further Relief 18 1. Nothing in this Order abridges the right of any person to seek its 19 modification by the Court in the future. 20 B. Right to Assert Other Objections 21 1. By stipulating to the entry of this Protective Order, no Party waives 22 | any right it otherwise would have to object to disclosing or producing any 23 | information or item on any ground not addressed in this Stipulated Protective 24 | Order. Similarly, no Party waives any right to object on any ground to use in 25 || evidence of any of the material covered by this Protective Order. 26 C. Filing Protected Material 27 1. A Party that seeks to file under seal any Protected Material must 28 | comply with Civil Local Rule 79-5. Protected Material may only be filed under 12

1 | seal pursuant to a court order authorizing the sealing of the specific Protected 2 | Material at issue. Ifa Party's request to file Protected Material under seal is denied 3 || by the Court, then the Receiving Party may file the information in the public record 4 | unless otherwise instructed by the Court. 5 | XIV. FINAL DISPOSITION 6 A. After the final disposition of this Action, within sixty (60) days of a 7 || written request by the Designating Party, each Receiving Party must return all 8 || Protected Material to the Producing Party or destroy such material. As used in this 9 || subdivision, “all Protected Material” includes all copies, abstracts, compilations, 10 || summaries, and any other format reproducing or capturing any of the Protected 11 | Material. Whether the Protected Material is returned or destroyed, the Receiving 12 | Party must submit a written certification to the Producing Party (and, if not the 13 || same person or entity, to the Designating Party) by the 60 day deadline that (1) 14 | identifies (by category, where appropriate) all the Protected Material that was 15 | returned or destroyed and (2) affirms that the Receiving Party has not retained any 16 | copies, abstracts, compilations, summaries or any other format reproducing or 17 | capturing any of the Protected Material. Notwithstanding this provision, Counsel 18 | are entitled to retain an archival copy of all pleadings, motion papers, trial, 19 | deposition, and hearing transcripts, legal memoranda, correspondence, deposition 20 | and trial exhibits, expert reports, attorney work product, and consultant and expert 21 | work product, even if such materials contain Protected Material. Any such archival 22 | copies that contain or constitute Protected Material remain subject to this Protective 23 | Order as set forth in Section V. 24 25 | /// 26 | /// 27 | /// 28 13

1 B. — Any violation of this Order may be punished by any and all 2 | appropriate measures including, without limitation, contempt proceedings and/or 3 || monetary sanctions. 4 5 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 6 7 LEVATOLAW, LLP 8 g | Dated: August 30, 2021 __/s/ Stephen D. Weisskopf

STEPHEN D. WEISSKOPF

10 ll Attorneys for Plaintiff and Counter- Defendant 12 FITNESS INTERNATIONAL, LLC 13 14 | DATED: August 30, 2021 HODEL WILKS LLP 15 By:____/s/ Fred L. Wilks 16 FRED L. WILKS 17 Attorneys for Defendant 18 and Counterclaimant

DDRM HILLTOP PLAZA L.P.

19 20 21

FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

22 23 Dated:__ August 31, 2021 /s/ Autumn D. Spaeth 24

HONORABLE AUTUMN D. SPAETH

25 . United States Magistrate Judge 26 27 28 14

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 6 || issue by the United States District Court for the Central District of California on 7 || [DATE] in the case of [insert formal name of the case 8 | and the number and initials assigned to it by the Court]. I agree to comply with and 9 || to be bound by all the terms of this Stipulated Protective Order and I understand 10 | and 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 16 | Court for the Central District of California for the purpose of enforcing the terms of 17 | this Stipulated Protective Order, even if such enforcement proceedings occur after 18 | termination of this action. I hereby appoint [print or 19 | type full name] of [print or type full address and 20 | telephone number] as my California agent for service of process in connection with 21 | this action or any proceedings related to enforcement of this Stipulated Protective 22 | Order. 23 Date: 24 35 City and State where sworn and signed: 26 Printed Name: 27 Signature: 28 15