1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 EXOTO INC, ) Case No. 2:21-cv-03754-RGK-JEM ) 11 ) Plaintiff, ) 12 ) ) STIPULATED PROTECTIVE 13 v. ) ORDER ) 14 ) SUNRICH COMPANY, LLC, et al., ) 15 ) ) 16 Defendants. ) ) 17

18 1. PURPOSES AND LIMITATIONS 19 Discovery in this action is likely to involve production of confidential, 20 proprietary or private information for which special protection from public 21 disclosure and from use for any purpose other than pursuing this litigation may 22 be warranted. Accordingly, the parties hereby stipulate to and petition the 23 Court to enter the following Stipulated Protective Order. The parties 24 acknowledge that this Order does not confer blanket protections on all 25 disclosures or responses to discovery and that the protection it affords from 26 public disclosure and use extends only to the limited information or items that 27 are entitled to confidential treatment under the applicable legal principles. 28 1 2. GOOD CAUSE STATEMENT 2 This action is likely to involve trade secrets, customer and pricing lists 3 and other valuable research, development, commercial, financial, technical 4 and/or proprietary information for which special protection from public 5 disclosure and from use for any purpose other than prosecution of this action is 6 warranted. Such confidential and proprietary materials and information 7 consist of, among other things, confidential business or financial information, 8 information regarding confidential business practices, or other confidential 9 research, development, or commercial information (including information 10 implicating privacy rights of third parties), information otherwise generally 11 unavailable to the public, or which may be privileged or otherwise protected 12 from disclosure under state or federal statutes, court rules, case decisions, or 13 common law. Accordingly, to expedite the flow of information, to facilitate the 14 prompt resolution of disputes over confidentiality of discovery materials, to 15 adequately protect information the parties are entitled to keep confidential, to 16 ensure that the parties are permitted reasonable necessary uses of such material 17 in preparation for and in the conduct of trial, to address their handling at the 18 end of the litigation, and serve the ends of justice, a protective order for such 19 information is justified in this matter. It is the intent of the parties that 20 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 23 maintained in a confidential, non-public manner, and there is good cause why 24 it should not be part of the public record of this case. 25 3. ACKNOWLEDGMENT OF UNDER SEAL FILING 26 PROCEDURE 27 The parties further acknowledge, as set forth in Section 14.3, below, that 28 this Stipulated Protective Order does not entitle them to file confidential 1 information under seal; Local Civil Rule 79-5 sets forth the procedures that 2 must be followed and the standards that will be applied when a party seeks 3 permission from the court to file material under seal. There is a strong 4 presumption that the public has a right of access to judicial proceedings and 5 records in civil cases. In connection with non-dispositive motions, good cause 6 must be shown to support a filing under seal. See Kamakana v. City and 7 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 8 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 9 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated 10 protective orders require good cause showing), and a specific showing of good 11 cause or compelling reasons with proper evidentiary support and legal 12 justification, must be made with respect to Protected Material that a party 13 seeks to file under seal. The parties’ mere designation of Disclosure or 14 Discovery Material as CONFIDENTIAL does not— without the submission 15 of competent evidence by declaration, establishing that the material sought to 16 be filed under seal qualifies as confidential, privileged, or otherwise 17 protectable—constitute good cause. 18 Further, if a party requests sealing related to a dispositive motion or trial, 19 then compelling reasons, not only good cause, for the sealing must be shown, 20 21 and the relief sought shall be narrowly tailored to serve the specific interest to 22 be protected. See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th 23 Cir. 2010). For each item or type of information, document, or thing sought to 24 be filed or introduced under seal, the party seeking protection must articulate 25 compelling reasons, supported by specific facts and legal justification, for the 26 requested sealing order. Again, competent evidence supporting the application 27 to file documents under seal must be provided by declaration. 28 1 Any document that is not confidential, privileged, or otherwise 2 protectable in its entirety will not be filed under seal if the confidential portions 3 can be redacted. If documents can be redacted, then a redacted version for 4 public viewing, omitting only the confidential, privileged, or otherwise 5 protectable portions of the document, shall be filed. Any application that seeks 6 to file documents under seal in their entirety should include an explanation of 7 why redaction is not feasible. 8 4. DEFINITIONS 9 4.1 Action: this pending lawsuit, Case No. 2:21-cv-037854-RGK- 10

JEM.

11 4.2 Challenging Party: a Party or Non-Party that challenges the 12 designation of information or items under this Order. 13 4.3 “CONFIDENTIAL” Information or Items: information 14 (regardless of how it is generated, stored or maintained) or tangible things that 15 qualify for protection under Federal Rule of Civil Procedure 26(c), and as 16 specified above in the Good Cause Statement. 17 4.4 Counsel: Outside Counsel of Record and House Counsel (as well 18 as their support staff). 19 20 4.5 Designating Party: a Party or Non-Party that designates 21 information or items that it produces in disclosures or in responses to discovery 22 as “CONFIDENTIAL.” 23 4.6 Disclosure or Discovery Material: all items or information, 24 regardless of the medium or manner in which it is generated, stored, or 25 maintained (including, among other things, testimony, transcripts, and tangible 26 things), that are produced or generated in disclosures or responses to discovery. 27 4.7 Expert: a person with specialized knowledge or experience in a 28 matter pertinent to the litigation who has been retained by a Party or its 1 counsel to serve as an expert witness or as a consultant in this Action. 2 4.8 House Counsel: attorneys who are employees of a party to this 3 Action. House Counsel does not include Outside Counsel of Record or any 4 other outside counsel. 5 4.9 Non-Party: any natural person, partnership, corporation, 6 association or other legal entity not named as a Party to this action. 7 4.10 Outside Counsel of Record: attorneys who are not employees of a 8 party to this Action but are retained to represent a party to this Action and 9 have appeared in this Action on behalf of that party or are affiliated with a law 10 firm that has appeared on behalf of that party, and includes support staff. 11 4.11 Party: any party to this Action, including all of its officers, 12 directors, employees, consultants, retained experts, and Outside Counsel of 13 Record (and their support staffs). 14 4.12 Producing Party: a Party or Non-Party that produces Disclosure or 15 Discovery Material in this Action. 16 4.13 Professional Vendors: persons or entities that provide litigation 17 support services (e.g., photocopying, videotaping, translating, preparing 18 exhibits or demonstrations, and organizing, storing, or retrieving data in any 19 form or medium) and their employees and subcontractors. 20 21 4.14 Protected Material: any Disclosure or Discovery Material that is 22 designated as “CONFIDENTIAL.” 23 4.15 Receiving Party: a Party that receives Disclosure or Discovery 24 Material from a Producing Party. 25 5. SCOPE 26 The protections conferred by this Stipulation and Order cover not only 27 Protected Material (as defined above), but also (1) any information copied or 28 extracted from Protected Material; (2) all copies, excerpts, summaries, or 1 compilations of Protected Material; and (3) any testimony, conversations, or 2 presentations by Parties or their Counsel that might reveal Protected Material. 3 Any use of Protected Material at trial shall be governed by the orders of 4 the trial judge and other applicable authorities. This Order does not govern the 5 use of Protected Material at trial. 6 6. DURATION 7 Once a case proceeds to trial, information that was designated as 8 CONFIDENTIAL or maintained pursuant to this protective order used or 9 introduced as an exhibit at trial becomes public and will be presumptively 10 available to all members of the public, including the press, unless compelling 11 reasons supported by specific factual findings to proceed otherwise are made to 12 the trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180-81 13 (distinguishing “good cause” showing for sealing documents produced in 14 discovery from “compelling reasons” standard when merits-related documents 15 are part of court record). Accordingly, the terms of this protective order do not 16 extend beyond the commencement of the trial. 17 7. DESIGNATING PROTECTED MATERIAL 18 7.1 Exercise of Restraint and Care in Designating Material for 19 Protection. Each Party or Non-Party that designates information 20 21 or items for protection under this Order must take care to limit any such 22 designation to specific material that qualifies under the appropriate standards. 23 The Designating Party must designate for protection only those parts of 24 material, documents, items or oral or written communications that qualify so 25 that other portions of the material, documents, items or communications for 26 which protection is not warranted are not swept unjustifiably within the ambit 27 of this Order. 28 1 Mass, indiscriminate or routinized designations are prohibited. 2 Designations that are shown to be clearly unjustified or that have been made 3 for an improper purpose (e.g., to unnecessarily encumber the case development 4 process or to impose unnecessary expenses and burdens on other parties) may 5 expose the Designating Party to sanctions. 6 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 8 Party must promptly notify all other Parties that it is withdrawing the 9 inapplicable designation. 10 7.2 Manner and Timing of Designations. Except as otherwise 11 provided in this Order, or as otherwise stipulated or ordered, Disclosure of 12 Discovery Material that qualifies for protection under this Order must be 13 clearly so designated before the material is disclosed or produced. 14 Designation in conformity with this Order requires: 15 (a) for information in documentary form (e.g., paper or electronic 16 documents, but excluding transcripts of depositions or other pretrial or trial 17 proceedings), that the Producing Party affix at a minimum, the legend 18 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page 19 that contains protected material. If only a portion of the material on a page 20 21 qualifies for protection, the Producing Party also must clearly identify the 22 protected portion(s) (e.g., by making appropriate markings in the margins). 23 A Party or Non-Party that makes original documents available for 24 inspection need not designate them for protection until after the inspecting 25 Party has indicated which documents it would like copied and produced. 26 During the inspection and before the designation, all of the material made 27 available for inspection shall be deemed “CONFIDENTIAL.” After the 28 inspecting Party has identified the documents it wants copied and produced, 1 the Producing Party must determine which documents, or portions thereof, 2 qualify for protection under this Order. Then, before producing the specified 3 documents, the Producing Party must affix the “CONFIDENTIAL legend” to 4 each page that contains Protected Material. If only a portion of the material on 5 a page qualifies for protection, the Producing Party also must clearly identify 6 the protected portion(s) (e.g., by making appropriate markings in the margins). 7 (b) for testimony given in depositions that the Designating Party 8 identifies the Disclosure or Discovery Material on the record, before the close 9 of the deposition all protected testimony. 10 (c) for information produced in some form other than 11 documentary and for any other tangible items, that the Producing Party affix 12 in a prominent place on the exterior of the container or containers in which the 13 information is stored the legend “CONFIDENTIAL.” If only a portion or 14 portions of the information warrants protection, the Producing Party, to the 15 extent practicable, shall identify the protected portion(s). 16 7.3 Inadvertent Failures to Designate. If timely corrected, an 17 inadvertent failure to designate qualified information or items does not, 18 standing alone, waive the Designating Party’s right to secure protection under 19 this Order for such material. Upon timely correction of a designation, the 20 21 Receiving Party must make reasonable efforts to assure that the material is 22 treated in accordance with the provisions of this Order. 23 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 24 8.1. Timing of Challenges. Any Party or Non-Party may challenge a 25 designation of confidentiality at any time that is consistent with the Court’s 26 Scheduling Order. 27 8.2 Meet and Confer. The Challenging Party shall initiate the dispute 28 resolution process under Local Rule 37-1 et seq. 1 8.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 2 joint stipulation pursuant to Local Rule 37-2. 3 8.4 The burden of persuasion in any such challenge proceeding shall be 4 on the Designating Party. Frivolous challenges, and those made for an 5 improper purpose (e.g., to harass or impose unnecessary expenses and burdens 6 on other parties) may expose the Challenging Party to sanctions. Unless the 7 Designating Party has waived or withdrawn the confidentiality designation, all 8 parties shall continue to afford the material in question the level of protection 9 to which it is entitled under the Producing Party’s designation until the Court 10 rules on the challenge. 11 12 9. ACCESS TO AND USE OF PROTECTED MATERIAL 13 9.1 Basic Principles. A Receiving Party may use Protected Material that 14 is disclosed or produced by another Party or by a Non-Party in connection 15 with this Action only for prosecuting, defending or attempting to settle this 16 Action. Such Protected Material may be disclosed only to the categories of 17 persons and under the conditions described in this Order. When the Action has 18 been terminated, a Receiving Party must comply with the provisions of section 19 15 below (FINAL DISPOSITION). 20 Protected Material must be stored and maintained by a Receiving Party 21 at a location and in a secure manner that ensures that access is limited to the 22 persons authorized under this Order. 23 9.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 24 otherwise ordered by the court or permitted in writing by the Designating 25 Party, a Receiving Party may disclose any information or item designated 26 “CONFIDENTIAL” only to: 27 28 1 (a) the Receiving Party’s Outside Counsel of Record in this 2 Action, as well as employees of said Outside Counsel of Record to whom it is 3 reasonably necessary to disclose the information for this Action; 4 (b) the officers, directors, and employees (including House 5 Counsel) of the Receiving Party to whom disclosure is reasonably necessary 6 for this Action; 7 (c) Experts (as defined in this Order) of the Receiving Party to 8 whom disclosure is reasonably necessary for this Action and who have signed 9 the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 10 (d) the court and its personnel; 11 (e) court reporters and their staff; 12 (f) professional jury or trial consultants, mock jurors, and 13 Professional Vendors to whom disclosure is reasonably necessary for this 14 Action and who have signed the “Acknowledgment and Agreement to Be 15 Bound” (Exhibit A); 16 (g) the author or recipient of a document containing the 17 information or a custodian or other person who otherwise possessed or knew 18 the information; 19 (h) during their depositions, witnesses, and attorneys for witnesses, 20 21 in the Action to whom disclosure is reasonably necessary provided: (1) the 22 deposing party requests that the witness sign the form attached as Exhibit A 23 hereto; and (2) they will not be permitted to keep any confidential information 24 unless they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit 25 A), unless otherwise agreed by the Designating Party or ordered by the court. 26 Pages of transcribed deposition testimony or exhibits to depositions that reveal 27 Protected Material may be separately bound by the court reporter and may not 28 be disclosed to anyone except as permitted under this Stipulated Protective 1 Order; and 2 (i) any mediators or settlement officers and their supporting 3 personnel, mutually agreed upon by any of the parties engaged in settlement 4 discussions. 5 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 6 PRODUCED IN OTHER LITIGATION

7 If a Party is served with a subpoena or a court order issued in other 8 litigation that compels disclosure of any information or items designated in this 9 Action as “CONFIDENTIAL,” that Party must: 10 (a) promptly notify in writing the Designating Party. Such 11 notification shall include a copy of the subpoena or court order; 12 (b) promptly notify in writing the party who caused the subpoena 13 or order to issue in the other litigation that some or all of the material covered 14 by the subpoena or order is subject to this Protective Order. Such notification 15 shall include a copy of this Stipulated Protective Order; and 16 (c) cooperate with respect to all reasonable procedures sought to be 17 pursued by the Designating Party whose Protected Material may be affected. If 18 the Designating Party timely seeks a protective order, the Party served with the 19 subpoena or court order shall not produce any information designated in this 20 21 action as “CONFIDENTIAL” before a determination by the court from which 22 the subpoena or order issued, unless the Party has obtained the Designating 23 Party’s permission. The Designating Party shall bear the burden and expense 24 of seeking protection in that court of its confidential material and nothing in 25 these provisions should be construed as authorizing or encouraging a 26 Receiving Party in this Action to disobey a lawful directive from another court. 27 28 1 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO

BE PRODUCED IN THIS LITIGATION

2

3 (a) The terms of this Order are applicable to information produced 4 by a Non-Party in this Action and designated as “CONFIDENTIAL.” Such 5 information produced by Non-Parties in connection with this litigation is 6 protected by the remedies and relief provided by this Order. Nothing in these 7 provisions should be construed as prohibiting a Non-Party from seeking 8 additional protections. 9 (b) In the event that a Party is required, by a valid discovery 10 request, to produce a Non-Party’s confidential information in its possession, 11 and the Party is subject to an agreement with the Non-Party not to produce the 12 Non-Party’s confidential information, then the Party shall: 13 (1) promptly notify in writing the Requesting Party and the Non- 14 Party that some or all of the information requested is subject to a 15 confidentiality agreement with a Non-Party; 16 (2) promptly provide the Non-Party with a copy of the Stipulated 17 Protective Order in this Action, the relevant discovery request(s), and a 18 reasonably specific description of the information requested; and 19 (3) make the information requested available for inspection by the 20 21 Non-Party, if requested. 22 (c) If the Non-Party fails to seek a protective order from this court 23 within 14 days of receiving the notice and accompanying information, the 24 Receiving Party may produce the Non-Party’s confidential information 25 responsive to the discovery request. If the Non-Party timely seeks a protective 26 order, the Receiving Party shall not produce any information in its possession 27 or control that is subject to the confidentiality agreement with the Non-Party 28 before a determination by the court. Absent a court order to the contrary, the 1 Non-Party shall bear the burden and expense of seeking protection in this court 2 of its Protected Material. 3 12. UNAUTHORIZED DISCLOSURE OF PROTECTED

MATERIAL

4

5 If a Receiving Party learns that, by inadvertence or otherwise, it has 6 disclosed Protected Material to any person or in any circumstance not 7 authorized under this Stipulated Protective Order, the Receiving Party must 8 immediately (a) notify in writing the Designating Party of the unauthorized 9 disclosures, (b) use its best efforts to retrieve all unauthorized copies of the 10 Protected Material, (c) inform the person or persons to whom unauthorized 11 disclosures were made of all the terms of this Order, and (d) request such 12 person or persons to execute the “Acknowledgment an Agreement to Be 13 Bound” attached hereto as Exhibit A. 14 13. INADVERTENT PRODUCTION OF PRIVILEGED OR 15

OTHERWISE PROTECTED MATERIAL

16 When a Producing Party gives notice to Receiving Parties that certain 17 inadvertently produced material is subject to a claim of privilege or other 18 protection, the obligations of the Receiving Parties are those set forth in 19 Federal Rule of Civil\ Procedure 26(b)(5)(B). This provision is not intended to 20 21 modify whatever procedure may be established in an e-discovery order that 22 provides for production without prior privilege review. Pursuant to Federal 23 Rule of Evidence 502(d) and (e), insofar as the parties reach an agreement on 24 the effect of disclosure of a communication or information covered by the 25 attorney-client privilege or work product protection, the parties may 26 incorporate their agreement in the stipulated protective order submitted to the 27 court. 28 14. MISCELLANEOUS 1 14.1 Right to Further Relief. Nothing in this Order abridges the right of 2 any person to seek its modification by the Court in the future. 3 14.2 Right to Assert Other Objections. By stipulating to the entry of this 4 Protective Order, no Party waives any right it otherwise would have to object 5 to disclosing or producing any information or item on any ground not 6 addressed in this Stipulated Protective Order. Similarly, no Party waives any 7 right to object on any ground to use in evidence of any of the material covered 8 by this Protective Order. 9 14.3 Filing Protected Material. A Party that seeks to file under seal any 10 Protected Material must comply with Local Civil Rule 79-5. Protected 11 Material may only be filed under seal pursuant to a court order authorizing the 12 sealing of the specific Protected Material. If a Party’s request to file Protected 13 Material under seal is denied by the court, then the Receiving Party may file 14 the information in the public record unless otherwise instructed by the court. 15 15. FINAL DISPOSITION 16 After the final disposition of this Action, as defined in paragraph 6, 17 within 60 days of a written request by the Designating Party, each Receiving 18 Party must return all Protected Material to the Producing Party or destroy such 19 material. As used in this subdivision, “all Protected Material” includes all 20 21 copies, abstracts, compilations, summaries, and any other format reproducing 22 or capturing any of the Protected Material. Whether the Protected Material is 23 returned or destroyed, the Receiving Party must submit a written certification 24 to the Producing Party (and, if not the same person or entity, to the 25 Designating Party) by the 60-day deadline that (1) identifies (by category, 26 where appropriate) all the Protected Material that was returned or destroyed 27 and (2) affirms that the Receiving Party has not retained any copies, abstracts, 28 compilations, summaries or any other format reproducing or capturing any of 1 the Protected Material. Notwithstanding this provision, Counsel are entitled to 2 retain an archival copy of all pleadings, motion papers, trial, deposition, and 3 hearing transcripts, legal memoranda, correspondence, deposition and trial 4 exhibits, expert reports, attorney work product, and consultant and expert 5 work product, even if such materials contain Protected Material. Any such 6 archival copies that contain or constitute Protected Material remain subject to 7 this Protective Order as set forth in Section 6 (DURATION). 8 16. VIOLATION 9 Any violation of this Order may be punished by appropriate measures 10 including, without limitation, contempt proceedings and/or monetary 11 sanctions. 12

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

13 14 15 DATED: 10/4/2021_____ /s/ Harout G. Keosian___________ Harout Greg Keosian, Esq. 16 Attorneys for Plaintiff 17 18 DATED: 10/8/2021 /s/ Steven E. Young 19 Steven E. Young, Esq. Attorneys for Defendants 20

FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

21

22 DATED: 10/14/2021 /s/John E. McDermott_____________ 23 John E. McDermott 24 United States Magistrate Judge 25 26

27

28 1

FILER’S ATTESTATION

2 Pursuant to L.R. 5-4.3.4(a)(3) regarding signatures, I, Duane H. 3 Mathiowetz, attest on this 12th day of October 2021 that concurrence in the 4 filing of this documents has been obtained from counsel for Exoto Inc. 5

6 /s/ Duane H. Mathiowetz Duane H. Mathiowetz 7 8

9

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

2

3 I, _____________________________ [print or type full name], of 4 ___________________________________________ [print or type full address], 5 declare under penalty of perjury that I have read in its entirety and understand the 6 Stipulated Protective Order that was issued by the United States District Court for 7 the Central District of California on October __, 2021, in the case of Exoto Inc. v. 8 Sunrich Company, LLC, et al., Case No. 2:21-cv-037854-RGK-JEM. I agree to 9 comply with and to be bound by all the terms of this Stipulated Protective Order 10 and I understand and acknowledge that failure to so comply could expose me to 11 sanctions and punishment in the nature of contempt. I solemnly promise that I 12 will not disclose in any manner any information or item that is subject to this 13 Stipulated Protective Order to any person or entity except in strict compliance 14 with the provisions of this 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 17 of this Stipulated Protective Order, even if such enforcement proceedings occur 18 after termination of this action. I hereby appoint __________________________ 19 20 [print or type full name] of ___________________________________________ 21 [print or type full address and telephone number] as my California agent for 22 service of process in connection with this action or any proceedings related to 23 enforcement of this Stipulated Protective Order. 24 Date: ____________________ 25 City and State where sworn and signed: ________________________________ 26 Printed name: _______________________________ 27 Signature: __________________________________ 28