1 Susan N. Nikdel (SBN 317921) nikdels@ballardspahr.com 2

BALLARD SPAHR LLP

3 2029 Century Park East, Suite 1400 Los Angeles, CA 90067-2915 4 Telephone: 424.204.4400 5 Facsimile: 424.204.4350 6 Attorneys for Defendant 7 FDS BANK, erroneously sued as 8 “DEPARTMENT STORES NATIONAL

BANK”

9 10 Joseph Dale Steward, III (SBN 337385) jsteward@creditlaw.com 11 KIMMEL & SILVERMAN, P.C. 12 30 East Butler Pike Ambler, PA 19002 13 Telephone: 215.540.8888 14 Attorneys for Plaintiff 15

16

UNITED STATES DISTRICT COURT

17

CENTRAL DISTRICT OF CALIFORNIA

18

19 YVETTE GALLARDO, ) Case No. 5:20-cv-01046-DMG-KK ) 20 Plaintiff, ) STIPULATED PROTECTIVE ) ORDER 21 v. ) ) 22 DEPARTMENT STORES )

NATIONAL BANK )

23 ) Defendant. ) 24 ) ) 25 26 27 28 1

I. 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 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 limited information or items that are entitled to confidential treatment under 10 the applicable legal principles. 11

II. GOOD CAUSE STATEMENT

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

SEAL

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

PRODUCED IN OTHER LITIGATION

20 If a Party is served with a subpoena or a court order issued in other litigation 21 that compels disclosure of any information or items designated in this Action as 22 “CONFIDENTIAL,” that Party must: 23 (a) promptly notify in writing the Designating Party. Such notification 24 shall include a copy of the subpoena or court order; 25 (b) promptly notify in writing the party who caused the subpoena or order 26 to issue in the other litigation that some or all of the material covered by the subpoena 27 28 1 or order is subject to this Protective Order. Such notification shall include a copy of 2 this Stipulated Protective Order; and 3 (c) cooperate with respect to all reasonable procedures sought to be 4 pursued by the Designating Party whose Protected Material may be affected. 5 If the Designating Party timely seeks a protective order, the Party served with 6 the subpoena or court order shall not produce any information designated in this 7 action as “CONFIDENTIAL” before a determination by the court from which the 8 subpoena or order issued, unless the Party has obtained the Designating Party’s 9 permission. The Designating Party shall bear the burden and expense of seeking 10 protection in that court of its confidential material and nothing in these provisions 11 should be construed as authorizing or encouraging a Receiving Party in this Action 12 to disobey a lawful directive from another court. 13 XI. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE

PRODUCED IN THIS LITIGATION

14 (a) The terms of this Order are applicable to information produced by a 15 Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 16 produced by Non-Parties in connection with this litigation is protected by the 17 remedies and relief provided by this Order. Nothing in these provisions should be 18 construed as prohibiting a Non-Party from seeking additional protections. 19 (b) In the event that a Party is required, by a valid discovery request, to 20 produce a Non-Party’s confidential information in its possession, and the Party is 21 subject to an agreement with the Non-Party not to produce the Non-Party’s 22 confidential information, then the Party shall: 23 (1) promptly notify in writing the Requesting Party and the Non-Party 24 that some or all of the information requested is subject to a confidentiality agreement 25 with a Non-Party; 26 27 28 1 (2) promptly provide the Non-Party with a copy of the Stipulated 2 Protective Order in this Action, the relevant discovery request(s), and a reasonably 3 specific description of the information requested; and 4 (3) make the information requested available for inspection by the 5 Non-Party, if requested. 6 (c) If the Non-Party fails to seek a protective order from this court within 7 14 days of receiving the notice and accompanying information, the Receiving Party 8 may produce the Non-Party’s confidential information responsive to the discovery 9 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 10 not produce any information in its possession or control that is subject to the 11 confidentiality agreement with the Non-Party before a determination by the court. 12 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 13 of seeking protection in this court of its Protected Material. 14 XII. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 15 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 16 Protected Material to any person or in any circumstance not authorized under this 17 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 18 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 19 to retrieve all unauthorized copies of the Protected Material, (c) inform the person 20 or persons to whom unauthorized disclosures were made of all the terms of this 21 Order, and (d) request such person or persons to execute the “Acknowledgment and 22 Agreement to Be Bound” that is attached hereto as Exhibit A. 23 XIII. INADVERTENT PRODUCTION OF PRIVILEGED OR

OTHERWISE PROTECTED MATERIAL

24 When a Producing Party gives notice to Receiving Parties that certain 25 inadvertently produced material is subject to a claim of privilege or other 26 protection, the obligations of the Receiving Parties are those set forth in Federal 27 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 28 1 whatever procedure may be established in an e-discovery order that provides for 2 production without prior privilege review. Pursuant to Federal Rule of Evidence 3 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 4 of a communication or information covered by the attorney-client privilege or work 5 product protection, the parties may incorporate their agreement in the stipulated 6 protective order submitted to the court. 7 XIV. MISCELLANEOUS 8 A. Right to Further Relief. Nothing in this Order abridges the right of 9 any person to seek its modification by the Court in the future. 10 B. Right to Assert Other Objections. By stipulating to the entry of this 11 Protective Order, no Party waives any right it otherwise would have to object to 12 disclosing or producing any information or item on any ground not addressed in this 13 Stipulated Protective Order. Similarly, no Party waives any right to object on any 14 ground to use in evidence of any of the material covered by this Protective Order. 15 C. Filing Protected Material. A Party that seeks to file under seal any 16 Protected Material must comply with Local Civil Rule 79-5. Protected Material 17 may only be filed under seal pursuant to a court order authorizing the sealing of the 18 specific Protected Material at issue. If a Party’s request to file Protected Material 19 under seal is denied by the court, then the Receiving Party may file the information 20 in the public record unless otherwise instructed by the court. 21 XV. FINAL DISPOSITION 22 After the final disposition of this Action, within 60 days of a written request 23 by the Designating Party, each Receiving Party must return all Protected Material to 24 the Producing Party or destroy such material. As used in this subdivision, “all 25 Protected Material” includes all copies, abstracts, compilations, summaries, and any 26 other format reproducing or capturing any of the Protected Material. Whether the 27 Protected Material is returned or destroyed, the Receiving Party must submit a 28 written certification to the Producing Party (and, if not the same person or entity, to 1 || the Designating Party) by the 60 day deadline that (1) identifies (by category, where 2|| appropriate) all the Protected Material that was returned or destroyed and (2) affirms that the Receiving Party has not retained any copies, abstracts, compilations, 4|| summaries or any other format reproducing or capturing any of the Protected 5|| Material. Notwithstanding this provision, Counsel are entitled to retain an archival 6|| copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal 7|| memoranda, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if such materials contain 9|| Protected Material. Any such archival copies that contain or constitute Protected Material remain subject to this Protective Order as set forth in Section VI 11|| (DURATION). 12] XVI. VIOLATION 13 Any violation of this Order may be punished by appropriate measures including, without limitation, contempt proceedings and/or monetary sanctions. 15 16 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 17 18 Dated: 9/13/2021 /s/ Joseph D. Steward Attorney(s) for Plaintiff(s) 19 20 Dated: 9/14/2021 /s/ Susan N. Nikdel 21 Attorney(s) for Defendant(s) 22

FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

24 aly 25]| Dated: September 15, 2021 %6 HONORABLE KENLY KIYA KATO United States Magistrate Judge 27 28 BB

1 EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

2

3 I, [print or type full name], of 4 [print or type full address], declare under penalty of perjury that I 5 6 have read in its entirety and understand the Stipulated Protective Order that was 7 issue by the United States District Court for the Central District of California on 8 _______ [DATE] in the case of Yvette Gallardo v. Department Stores National 9 10 Bank, Case No. 5:20-cv-01046-DMG-KK. I agree to comply with and to be bound 11 by all the terms of this Stipulated Protective Order and I understand and 12 acknowledge that failure to so comply could expose me to sanctions and 13 14 punishment in the nature of contempt. I solemnly promise that I will not disclose 15 in any manner any information or item that is subject to this Stipulated Protective 16 Order to any person or entity except in strict compliance with the provisions of this 17 18 Order. 19 I further agree to submit to the jurisdiction of the United States District 20 Court for the Central District of California for the purpose of enforcing the terms 21 22 of this Stipulated Protective Order, even if such enforcement proceedings occur 23 after termination of this action. I hereby appoint [print 24 or type full name] of [print or type full address and 25 26 telephone number] as my California agent for service of process in connection with 27 this action or any proceedings related to enforcement of this Stipulated Protective 28 1 Order. 2 Date: 3 City and State where sworn and signed: 4 5 Printed Name: 6 Signature: 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28