1 2 3 4 5 6 7 8 9 10 UNITED STATES DISTRICT COURT 11 CENTRAL DISTRICT OF CALIFORNIA 12 WESTERN DIVISION 13 14 FIRST CITIZENS BANK & TRUST Case No. 2:19-cv-07582-PSG-AFM COMPANY, a North Carolina Hon. Magistrate Judge Alexander F. 15 corporation, MacKinnon 16 Plaintiff, DISCOVERY MATTER 17 v. 18 [PROPOSED] STIPULATED TAIPEI INVESTMENTS LLC, a PROTECTIVE ORDER 19 California limited liability company; 20 SERGIO GARCIA-MUNGUIA, an individual; PROMATE PRODUCE 21 USA, INC., a California corporation; and 22 DOES 1-10, inclusive, 23 Defendants. 24 25 AND RELATED COUNTERCLAIMS. 26 27 28 1 1. A. PURPOSES AND LIMITATIONS 2 Discovery in this action is likely to involve production of confidential, 3 proprietary or private information for which special protection from public 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.1 11 This Stipulated Protective Order is based substantially on the model 12 protective order provided under Magistrate Judge Alexander F. MacKinnon’s 13 Procedures. 14 B. GOOD CAUSE STATEMENT 15 This action is likely to involve confidential bank account information and 16 other valuable commercial, financial, and/or proprietary information for which 17 special protection from public disclosure and from use for any purpose other than 18 prosecution of this action is warranted. Such confidential and proprietary materials 19 and information consist of, among other things, confidential business or financial 20 information, information regarding confidential business practices, or other 21 confidential commercial information (including information implicating privacy 22 rights of third parties), information otherwise generally unavailable to the public, or 23 which may be privileged or otherwise protected from disclosure under state or 24 federal statutes, court rules, case decisions, or common law. Accordingly, to 25 expedite the flow of information, to facilitate the prompt resolution of disputes over 26 27 1 This Stipulated Protective Order is based substantially on the model protective 1 confidentiality of discovery materials, to adequately protect information the parties 2 are entitled to keep confidential, to ensure that the parties are permitted reasonable 3 necessary uses of such material in preparation for and in the conduct of trial, to 4 address their handling at the end of the litigation, and serve the ends of justice, a 5 protective order for such information is justified in this matter. It is the intent of the 6 parties that information will not be designated as confidential for tactical reasons 7 and that nothing be so designated without a good faith belief that it has been 8 maintained in a confidential, non-public manner, and there is good cause why it 9 should not be part of the public record of this case. 10 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER 11 SEAL 12 The parties further acknowledge, as set forth in Section 12.3, below, that this 13 Stipulated Protective Order does not entitle them to file confidential information 14 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 15 and the standards that will be applied when a party seeks permission from the court 16 to file material under seal. 17 There is a strong presumption that the public has a right of access to judicial 18 proceedings and records in civil cases. In connection with non-dispositive motions, 19 good cause must be shown to support a filing under seal. See Kamakana v. City and 20 County of Honolulu,

(9th Cir. 2006), Phillips v. Gen. Motors 21 Corp.,

, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, 22 Inc.,

(E.D. Wis. 1999) (even stipulated protective orders 23 require good cause showing), and a specific showing of good cause or compelling 24 reasons with proper evidentiary support and legal justification, must be made with 25 respect to Protected Material that a party seeks to file under seal. The parties’ mere 26 designation of Disclosure or Discovery Material as CONFIDENTIAL does not— 27 without the submission of competent evidence by declaration, establishing that the 1 material sought to be filed under seal qualifies as confidential, privileged, or 2 otherwise protectable—constitute good cause. 3 Further, if a party requests sealing related to a dispositive motion or trial, then 4 compelling reasons, not only good cause, for the sealing must be shown, and the 5 relief sought shall be narrowly tailored to serve the specific interest to be protected. 6 See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For 7 each item or type of information, document, or thing sought to be filed or introduced 8 under seal in connection with a dispositive motion or trial, the party seeking 9 protection must articulate compelling reasons, supported by specific facts and legal 10 justification, for the requested sealing order. Again, competent evidence supporting 11 the application to file documents under seal must be provided by declaration. 12 Any document that is not confidential, privileged, or otherwise protectable in 13 its entirety will not be filed under seal if the confidential portions can be redacted. 14 If documents can be redacted, then a redacted version for public viewing, omitting 15 only the confidential, privileged, or otherwise protectable portions of the document, 16 shall be filed. Any application that seeks to file documents under seal in their 17 entirety should include an explanation of why redaction is not feasible. 18 2. DEFINITIONS 19 2.1 Action: this pending federal lawsuit. 20 2.2 Challenging Party: a Party or Non-Party that challenges the designation 21 of information or items under this Order. 22 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 23 how it is generated, stored or maintained) or tangible things that qualify for 24 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 25 the Good Cause Statement. 26 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 27 their support staff). 1 2.5 Designating Party: a Party or Non-Party that designates information or 2 items that it produces in disclosures or in responses to discovery as 3 “CONFIDENTIAL.” 4 2.6 Disclosure or Discovery Material: all items or information, regardless 5 of the medium or manner in which it is generated, stored, or maintained (including, 6 among other things, testimony, transcripts, and tangible things), that are produced or 7 generated in disclosures or responses to discovery in this matter. 8 2.7 Expert: a person with specialized knowledge or experience in a matter 9 pertinent to the litigation who has been retained by a Party or its counsel to serve as 10 an expert witness or as a consultant in this Action. 11 2.8 House Counsel: attorneys who are employees of a party to this Action. 12 House Counsel does not include Outside Counsel of Record or any other outside 13 counsel. 14 2.9 Non-Party: any natural person, partnership, corporation, association or 15 other legal entity not named as a Party to this action. 16 2.10 Outside Counsel of Record: attorneys who are not employees of a party 17 to this Action but are retained to represent or advise a party to this Action and have 18 appeared in this Action on behalf of that party or are affiliated with a law firm that 19 has appeared on behalf of that party and includes support staff. 20 2.11 Party: any party to this Action, including all of its officers, directors, 21 employees, consultants, retained experts, and Outside Counsel of Record (and their 22 support staffs). 23 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 24 Discovery Material in this Action. 25 2.13 Professional Vendors: persons or entities that provide litigation support 26 services (e.g., photocopying, videotaping, translating, preparing exhibits or 27 demonstrations, and organizing, storing, or retrieving data in any form or medium) 1 2.14 Protected Material: any Disclosure or Discovery Material that is 2 designated as “CONFIDENTIAL.” 3 2.15 Receiving Party: a Party that receives Disclosure or Discovery Material 4 from a Producing Party. 5 3. SCOPE 6 The protections conferred by this Stipulation and Order cover not only 7 Protected Material (as defined above), but also (1) any information copied or 8 extracted from Protected Material; (2) all copies, excerpts, summaries, or 9 compilations of Protected Material; and (3) any testimony, conversations, or 10 presentations by Parties or their Counsel that might reveal Protected Material. 11 Any use of Protected Material at trial shall be governed by the orders of the 12 trial judge. This Order does not govern the use of Protected Material at trial. 13 4. DURATION 14 Once a case proceeds to trial, information that was designated as 15 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 16 as an exhibit at trial becomes public and will be presumptively available to all 17 members of the public, including the press, unless compelling reasons supported by 18 specific factual findings to proceed otherwise are made to the trial judge in advance 19 of the trial. See Kamakana,

(distinguishing “good cause” 20 showing for sealing documents produced in discovery from “compelling reasons” 21 standard when merits-related documents are part of court record). Accordingly, the 22 terms of this protective order do not extend beyond the commencement of the trial. 23 5. DESIGNATING PROTECTED MATERIAL 24 5.1 Exercise of Restraint and Care in Designating Material for Protection. 25 Each Party or Non-Party that designates information or items for protection under 26 this Order must take care to limit any such designation to specific material that 27 qualifies under the appropriate standards. The Designating Party must designate for 1 communications that qualify so that other portions of the material, documents, 2 items or communications for which protection is not warranted are not swept 3 unjustifiably within the ambit of this Order. 4 Mass, indiscriminate or routinized designations are prohibited. Designations 5 that are shown to be clearly unjustified or that have been made for an improper 6 purpose (e.g., to unnecessarily encumber the case development process or to impose 7 unnecessary expenses and burdens on other parties) may expose the Designating 8 Party to sanctions. 9 If it comes to a Designating Party’s attention that information or items that it 10 designated for protection do not qualify for protection, that Designating Party must 11 promptly notify all other Parties that it is withdrawing the inapplicable designation. 12 5.2 Manner and Timing of Designations. Except as otherwise provided in 13 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 14 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 15 under this Order must be clearly so designated before the material is disclosed or 16 produced. 17 Designation in conformity with this Order requires: 18 (a) for information in documentary form (e.g., paper or electronic documents, 19 but excluding transcripts of depositions or other pretrial or trial proceedings), that 20 the Producing Party affix at a minimum, the legend “CONFIDENTIAL” (hereinafter 21 “CONFIDENTIAL legend”), to each page that contains protected material. If only a 22 portion of the material on a page qualifies for protection, the Producing Party also 23 must clearly identify the protected portion(s) (e.g., by making appropriate markings 24 in the margins). 25 A Party or Non-Party that makes original documents available for inspection 26 need not designate them for protection until after the inspecting Party has indicated 27 which documents it would like copied and produced. During the inspection and 1 deemed “CONFIDENTIAL.” After the inspecting Party has identified the 2 documents it wants copied and produced, the Producing Party must determine which 3 documents, or portions thereof, qualify for protection under this Order. Then, 4 before producing the specified documents, the Producing Party must affix the 5 “CONFIDENTIAL legend” to each page that contains Protected Material. If only a 6 portion of the material on a page qualifies for protection, the Producing Party also 7 must clearly identify the protected portion(s) (e.g., by making appropriate markings 8 in the margins). 9 (b) for testimony given in depositions that the Designating Party identifies the 10 Disclosure or Discovery Material on the record, before the close of the deposition all 11 protected testimony. 12 (c) for information produced in some form other than documentary and for 13 any other tangible items, that the Producing Party affix in a prominent place on the 14 exterior of the container or containers in which the information is stored the legend 15 “CONFIDENTIAL.” If only a portion or portions of the information warrants 16 protection, the Producing Party, to the extent practicable, shall identify the 17 protected portion(s). 18 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 19 failure to designate qualified information or items does not, standing alone, waive 20 the Designating Party’s right to secure protection under this Order for such material. 21 Upon timely correction of a designation, the Receiving Party must make reasonable 22 efforts to assure that the material is treated in accordance with the provisions of this 23 Order. 24 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 25 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 26 designation of confidentiality at any time that is consistent with the Court’s 27 Scheduling Order. 1 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 2 resolution process under Local Rule 37-1 et seq. 3 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 4 joint stipulation pursuant to Local Rule 37-2. 5 6.4 The burden of persuasion in any such challenge proceeding shall be on 6 the Designating Party. Frivolous challenges, and those made for an improper 7 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 8 parties) may expose the Challenging Party to sanctions. Unless the Designating 9 Party has waived or withdrawn the confidentiality designation, all parties shall 10 continue to afford the material in question the level of protection to which it is 11 entitled under the Producing Party’s designation until the Court rules on the 12 challenge. 13 7. ACCESS TO AND USE OF PROTECTED MATERIAL 14 7.1 Basic Principles. A Receiving Party may use Protected Material that is 15 disclosed or produced by another Party or by a Non-Party in connection with this 16 Action only for prosecuting, defending or attempting to settle this Action. Such 17 Protected Material may be disclosed only to the categories of persons and under the 18 conditions described in this Order. When the Action has been terminated, a 19 Receiving Party must comply with the provisions of section 13 below (FINAL 20 DISPOSITION). 21 Protected Material must be stored and maintained by a Receiving Party at a 22 location and in a secure manner that ensures that access is limited to the persons 23 authorized under this Order. 24 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 25 otherwise ordered by the court or permitted in writing by the Designating Party, a 26 Receiving Party may disclose any information or item designated 27 “CONFIDENTIAL” only to: 1 (a) the Receiving Party’s Outside Counsel of Record in this Action, 2 as well as employees of said Outside Counsel of Record to whom it is reasonably 3 necessary to disclose the information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) 5 of the Receiving Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to 7 whom disclosure is reasonably necessary for this Action and who have signed the 8 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (d) the court and its personnel; 10 (e) court reporters and their staff; 11 (f) professional jury or trial consultants, mock jurors, and 12 Professional Vendors to whom disclosure is reasonably necessary for this Action 13 and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit 14 A); 15 (g) the author or recipient of a document containing the information 16 or a custodian or other person who otherwise possessed or knew the information; 17 (h) during their depositions, witnesses, and attorneys for witnesses, 18 in the Action to whom disclosure is reasonably necessary provided: (1) the deposing 19 party requests that the witness sign the form attached as Exhibit 1 hereto; and (2) 20 they will not be permitted to keep any confidential information unless they sign the 21 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 22 agreed by the Designating Party or ordered by the court. Pages of transcribed 23 deposition testimony or exhibits to depositions that reveal Protected Material may 24 be separately bound by the court reporter and may not be disclosed to anyone except 25 as permitted under this Stipulated Protective Order; and 26 (i) any mediator or settlement officer, and their supporting 27 personnel, mutually agreed upon by any of the parties engaged in settlement 1 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 2 IN OTHER LITIGATION 3 If a Party is served with a subpoena or a court order issued in other litigation 4 that compels disclosure of any information or items designated in this Action as 5 “CONFIDENTIAL,” that Party must: 6 (a) promptly notify in writing the Designating Party. Such notification shall 7 include a copy of the subpoena or court order; 8 (b) promptly notify in writing the party who caused the subpoena or order to 9 issue in the other litigation that some or all of the material covered by the subpoena 10 or order is subject to this Protective Order. Such notification shall include a copy of 11 this Stipulated Protective Order; and 12 (c) cooperate with respect to all reasonable procedures sought to be pursued 13 by the Designating Party whose Protected Material may be affected. 14 If the Designating Party timely seeks a protective order, the Party served with 15 the subpoena or court order shall not produce any information designated in this 16 action as “CONFIDENTIAL” before a determination by the court from which the 17 subpoena or order issued, unless the Party has obtained the Designating Party’s 18 permission. The Designating Party shall bear the burden and expense of seeking 19 protection in that court of its confidential material and nothing in these provisions 20 should be construed as authorizing or encouraging a Receiving Party in this Action 21 to disobey a lawful directive from another court. 22 9. A NON-PARTY’SPROTECTED MATERIAL SOUGHT TO BE 23 PRODUCED IN THIS LITIGATION 24 (a) The terms of this Order are applicable to information produced by a Non- 25 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 1 (b) In the 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- 6 Party that some or all of the information requested is subject to a confidentiality 7 agreement 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 (3) make the information 11 requested available for inspection by the Non-Party, if requested. 12 (c) If the Non-Party fails to seek a protective order from this court within 14 13 days of receiving the notice and accompanying information, the Receiving Party 14 may produce the Non-Party’s confidential information responsive to the discovery 15 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 16 not produce any information in its possession or control that is subject to the 17 confidentiality agreement with the Non-Party before a determination by the court. 18 Absent a court order to the contrary, the Non-Party shall bear the burden and 19 expense of seeking protection in this court of its Protected Material. 20 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 21 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 22 Protected Material to any person or in any circumstance not authorized under this 23 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 24 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 25 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 26 persons to whom unauthorized disclosures were made of all the terms of this Order, 27 and (d) request such person or persons to execute the “Acknowledgment and 1 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 2 PROTECTED MATERIAL 3 When a Producing Party gives notice to Receiving Parties that certain 4 inadvertently produced material is subject to a claim of privilege or other protection, 5 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 6 Procedure 26(b)(5)(B). This provision is not intended to modify whatever 7 procedure may be established in an e-discovery order that provides for production 8 without prior privilege review. Pursuant to Federal Rule of Evidence 502(d) and 9 (e), insofar as the parties reach an agreement on the effect of disclosure of a 10 communication or information covered by the attorney-client privilege or work 11 product protection, the parties may incorporate their agreement in the stipulated 12 protective order submitted to the court. 13 12. MISCELLANEOUS 14 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 15 person to seek its modification by the Court in the future. 16 12.2 Right to Assert Other Objections. By stipulating to the entry of this 17 Protective Order, no Party waives any right it otherwise would have to object to 18 disclosing or producing any information or item on any ground not addressed in this 19 Stipulated Protective Order. Similarly, no Party waives any right to object on any 20 ground to use in evidence of any of the material covered by this Protective Order. 21 12.3 Filing Protected Material. A Party that seeks to file under seal any 22 Protected Material must comply with Local Civil Rule 79-5. Protected Material 23 may only be filed under seal pursuant to a court order authorizing the sealing of the 24 specific Protected Material at issue. If a Party’s request to file Protected Material 25 under seal is denied by the court, then the Receiving Party may file the information 26 in the public record unless otherwise instructed by the court. 27 1 ||/13. FINAL DISPOSITION 2 After the final disposition of this Action, as defined in paragraph 4, within 60 3 || days of a written request by the Designating Party, each Receiving Party must return 4 || all Protected Material to the Producing Party or destroy such material. As used in 5 || this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 6 ||summaries, and any other format reproducing or capturing any of the Protected 7 || Material. Whether the Protected Material is returned or destroyed, the Receiving 8 || Party must submit a written certification to the Producing Party (and, if not the same 9 || person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 10 || (by category, where appropriate) all the Protected Material that was returned or 11 || destroyed and (2) affirms that the Receiving Party has not retained any copies, 12 || abstracts, compilations, summaries or any other format reproducing or capturing any 13 || of the Protected Material. Notwithstanding this provision, Counsel are entitled to 14 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 15 || transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 16 || reports, attorney work product, and consultant and expert work product, even if such 17 || materials contain Protected Material. Any such archival copies that contain or 18 || constitute Protected Material remain subject to this Protective Order as set forth in 19 ||Section 4 (DURATION). 20 } }14. VIOLATION 21 Any violation of this Order may be punished by appropriate measures 22 |}including, without limitation, contempt proceedings and/or monetary sanctions. 23 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. Cty Me k—— 25 || Dated: 1/29/2020 6 Alexander F, MacKinnon United States Magistrate Judge 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 5 perjury that I have read in its entirety and understand the Stipulated Protective Order 6 that was issued by the United States District Court for the Central District of 7 California on [date] in the case of First Citizens 8 Bank & Trust Company v. Taipei Investments, LLC, et al., Case No. 2:19-cv-07582- 9 PSG-AFM. 10 I agree to comply with and to be bound by all the terms of this Stipulated 11 Protective Order and I understand and acknowledge that failure to so comply could 12 expose me to sanctions and punishment in the nature of contempt. I solemnly 13 promise that I will not disclose in any manner any information or item that is subject 14 to this Stipulated Protective Order to any person or entity except in strict compliance 15 with the provisions of this Order. 16 I further agree to submit to the jurisdiction of the United States District Court 17 for the Central District of California for enforcing the terms of this Stipulated 18 Protective Order, even if such enforcement proceedings occur after termination of 19 this action. 20 I hereby appoint [print or type full name] of 21 [print or type full address and telephone number] as my 22 California agent for service of process in connection with this action or any 23 proceedings related to enforcement of this Stipulated Protective Order. 24 25 Date: 26 City and State where sworn and signed: 27 Printed name: 28 Signature: