1 WBEILNLEKDIIEC TF AYR. RH U&R G (ASBLNLA #G 2H24E0R1 8L)L P 2 [email protected] JAYVAN E. MITCHELL (SBN # 322007) 3 [email protected] One Front Street, 34th Floor 4 San Francisco, CA 94111 Telephone: (415) 858-7400 5 Facsimile: (415) 848-7599 6 Attorneys for Plaintiff Longwell Textiles Ltd. 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 WESTERN DIVISION 11 LONGWELL TEXTILES LTD., a Case No.: 2:19-cv-09904-SVW-AGR Chinese company 12 Plaintiff, STIPULATION AND PROTECTIVE 13 ORDER v. 14 MATRIX INTERNATIONAL Judge: Hon Stephen V. Wilson 15 TEXTILE INC., a California Courtroom: 10 corporation, NEMAN PROPERTIES 16 LLC, a California limited liability Magistrate Judge: Hon. Alicia G. company, and DOES 1 through 10, Rosenberg 17 Courtroom: 550 Defendants. 18 Complaint Filed: November 11, 2019 19 Trial Date: September 8, 2020 20 21 22 23 24 25 26 27 28 1 1. 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 disclosure 4 and from use for any purpose other than pursuing this litigation may be warranted. 5 Accordingly, the parties hereby stipulate to and petition the Court to enter the 6 following Stipulated Protective Order. The parties acknowledge that this Order does 7 not confer blanket protections on all disclosures or responses to discovery and that 8 the protection it affords from public disclosure and use extends only to the limited 9 information or items that are entitled to confidential treatment under the applicable 10 legal principles. 11 2. GOOD CAUSE STATEMENT 12 This action is likely to involve customer and pricing lists and other valuable 13 research, development, commercial, financial, technical and/or proprietary 14 information for which special protection from public disclosure and from use for any 15 purpose other than prosecution of this action is warranted. Such confidential and 16 proprietary materials and information consist of, among other things, confidential 17 business or financial information, information regarding confidential business 18 practices, or other confidential research, development, or commercial information 19 (including information implicating privacy rights of third parties), information 20 otherwise generally unavailable to the public, or which may be privileged or 21 otherwise protected from disclosure under state or federal statutes, court rules, case 22 decisions, or common law. Accordingly, to expedite the flow of information, to 23 facilitate the prompt resolution of disputes over confidentiality of discovery 24 materials, to adequately protect information the parties are entitled to keep 25 confidential, to ensure that the parties are permitted reasonable necessary uses of such 26 material in preparation for and in the conduct of trial, to address their handling at the 27 end of the litigation, and serve the ends of justice, a protective order for such 28 information is justified in this matter. It is the intent of the parties that information 1 will not be designated as confidential for tactical reasons and that nothing be so 2 designated without a good faith belief that it has been maintained in a confidential, 3 non-public manner, and there is good cause why it should not be part of the public 4 record of this case. 5 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 6 7 The parties further acknowledge, as set forth in Section 14.3, 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 and 10 the standards that will be applied when a party seeks permission from the court to 11 file material under seal. There is a strong presumption that the public has a right of 12 access to judicial proceedings and records in civil cases. In connection with non- 13 dispositive motions, good cause must be shown to support a filing under seal. See 14 Kamakana v. City and County of Honolulu,

(9th Cir. 2006), 15 Phillips v. Gen. Motors Corp.,

, 1210-11 (9th Cir. 2002), Makar- 16 Welbon v. Sony Electrics, Inc.,

(E.D. Wis. 1999) (even stipulated 17 protective orders require good cause showing), and a specific showing of good cause 18 or compelling reasons with proper evidentiary support and legal justification, must 19 be made with respect to Protected Material that a party seeks to file under seal. The 20 parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 21 does not—without the submission of competent evidence by declaration, establishing 22 that the material sought to be filed under seal qualifies as confidential, privileged, or 23 otherwise protectable—constitute good cause. 24 Further, if a party requests sealing related to a dispositive motion or trial, then 25 compelling reasons, not only good cause, for the sealing must be shown, and the 26 relief sought shall be narrowly tailored to serve the specific interest to be protected. 27 See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For each 28 item or type of information, document, or thing sought to be filed or introduced under 1 seal, the party seeking protection must articulate compelling reasons, supported by 2 specific facts and legal justification, for the requested sealing order. Again, 3 competent evidence supporting the application to file documents under seal must be 4 provided by declaration. 5 Any document that is not confidential, privileged, or otherwise protectable in 6 its entirety will not be filed under seal if the confidential portions can be redacted. If 7 documents can be redacted, then a redacted version for public viewing, omitting only 8 the confidential, privileged, or otherwise protectable portions of the document, shall 9 be filed. Any application that seeks to file documents under seal in their entirety 10 should include an explanation of why redaction is not feasible. 11 4. DEFINITIONS 12 4.1 Action: this pending federal lawsuit. 13 4.2 Challenging Party: a Party or Non-Party that challenges the designation 14 of information or items under this Order. 15 4.3 “CONFIDENTIAL” Information or Items: information (regardless of 16 how it is generated, stored or maintained) or tangible things that qualify for protection 17 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 18 Cause Statement. 19 4.4 Counsel: Outside Counsel of Record and House Counsel (as well as 20 their support staff). 21 4.5 Designating Party: a Party or Non-Party that designates information or 22 items that it produces in disclosures or in responses to discovery as 23 “CONFIDENTIAL.” 24 4.6 Disclosure or Discovery Material: all items or information, regardless 25 of the medium or manner in which it is generated, stored, or maintained (including, 26 among other things, testimony, transcripts, and tangible things), that are produced or 27 generated in disclosures or responses to discovery. 28 4.7 Expert: a person with specialized knowledge or experience in a matter 1 pertinent to the litigation who has been retained by a Party or its counsel to serve as 2 an expert witness or as a consultant in this Action. 3 4.8 House Counsel: attorneys who are employees of a party to this Action. 4 House Counsel does not include Outside Counsel of Record or any other outside 5 counsel. 6 4.9 Non-Party: any natural person, partnership, corporation, association or 7 other legal entity not named as a Party to this action. 8 4.10 Outside Counsel of Record: attorneys who are not employees of a party 9 to this Action but are retained to represent a party to this Action and have appeared 10 in this Action on behalf of that party or are affiliated with a law firm that has appeared 11 on behalf of that party, and includes support staff. 12 4.11 Party: any party to this Action, including all of its officers, directors, 13 employees, consultants, retained experts, and Outside Counsel of Record (and their 14 support staffs). 15 4.12 Producing Party: a Party or Non-Party that produces Disclosure or 16 Discovery Material in this Action. 17 4.13 Professional Vendors: persons or entities that provide litigation support 18 services (e.g., photocopying, videotaping, translating, preparing exhibits or 19 demonstrations, and organizing, storing, or retrieving data in any form or medium) 20 and their employees and subcontractors. 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 Material 24 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 the 4 trial judge and other applicable authorities. This Order does not govern the use of 5 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 introduced 9 as an exhibit at trial becomes public and will be presumptively available to all 10 members of the public, including the press, unless compelling reasons supported by 11 specific factual findings to proceed otherwise are made to the trial judge in advance 12 of the trial. See Kamakana,

(distinguishing “good cause” 13 showing for sealing documents produced in discovery from “compelling reasons” 14 standard when merits-related documents are part of court record). Accordingly, the 15 terms of this protective order do not extend beyond the commencement of the trial. 16 7. DESIGNATING PROTECTED MATERIAL 17 7.1 Exercise of Restraint and Care in Designating Material for Protection. 18 Each Party or Non-Party that designates information or items for protection under 19 this Order must take care to limit any such designation to specific material that 20 qualifies under the appropriate standards. The Designating Party must designate for 21 protection only those parts of material, documents, items or oral or written 22 communications that qualify so that other portions of the material, documents, items 23 or communications for which protection is not warranted are not swept unjustifiably 24 within the ambit of this Order. 25 Mass, indiscriminate or routinized designations are prohibited. Designations 26 that are shown to be clearly unjustified or that have been made for an improper 27 purpose (e.g., to unnecessarily encumber the case development process or to impose 28 unnecessary expenses and burdens on other parties) may expose the Designating 1 Party to sanctions. 2 If it comes to a Designating Party’s attention that information or items that it 3 designated for protection do not qualify for protection, that Designating Party must 4 promptly notify all other Parties that it is withdrawing the inapplicable designation. 5 7.2 Manner and Timing of Designations. Except as otherwise provided in 6 this Order, or as otherwise stipulated or ordered, Disclosure of Discovery Material 7 that qualifies for protection under this Order must be clearly so designated before the 8 material is disclosed or produced. 9 Designation in conformity with this Order requires: 10 (a) for information in documentary form (e.g., paper or electronic 11 documents, but excluding transcripts of depositions or other pretrial or trial 12 proceedings), that the Producing Party affix at a minimum, the legend 13 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 14 contains protected material. If only a portion of the material on a page qualifies for 15 protection, the Producing Party also must clearly identify the protected portion(s) 16 (e.g., by making appropriate markings in the margins). 17 A Party or Non-Party that makes original documents available for inspection 18 need not designate them for protection until after the inspecting Party has indicated 19 which documents it would like copied and produced. During the inspection and 20 before the designation, all of the material made available for inspection shall be 21 deemed “CONFIDENTIAL.” After the inspecting Party has identified the documents 22 it wants copied and produced, the Producing Party must determine which documents, 23 or portions thereof, qualify for protection under this Order. Then, before producing 24 the specified documents, the Producing Party must affix the “CONFIDENTIAL 25 legend” to each page that contains Protected Material. If only a portion of the material 26 on a page qualifies for protection, the Producing Party also must clearly identify the 27 protected portion(s) (e.g., by making appropriate markings in the margins). 28 (b) for testimony given in depositions that the Designating Party identifies 1 the Disclosure or Discovery Material on the record, before the close of the deposition 2 all protected testimony. 3 (c) for information produced in some form other than documentary and for 4 any other tangible items, that the Producing Party affix in a prominent place on the 5 exterior of the container or containers in which the information is stored the legend 6 “CONFIDENTIAL.” If only a portion or portions of the information warrants 7 protection, the Producing Party, to the extent practicable, shall identify the protected 8 portion(s). 9 7.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 10 failure to designate qualified information or items does not, standing alone, waive 11 the Designating Party’s right to secure protection under this Order for such material. 12 Upon timely correction of a designation, the Receiving Party must make reasonable 13 efforts to assure that the material is treated in accordance with the provisions of this 14 Order. 15 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 16 8.1. Timing of Challenges. Any Party or Non-Party may challenge a 17 designation of confidentiality at any time that is consistent with the Court’s 18 Scheduling Order. 19 8.2 Meet and Confer. The Challenging Party shall initiate the dispute 20 resolution process under Local Rule 37-1 et seq. 21 8.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 22 joint stipulation pursuant to Local Rule 37-2. 23 8.4 The burden of persuasion in any such challenge proceeding shall be on 24 the Designating Party. Frivolous challenges, and those made for an improper purpose 25 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 26 expose the Challenging Party to sanctions. Unless the Designating Party has waived 27 or withdrawn the confidentiality designation, all parties shall continue to afford the 28 material in question the level of protection to which it is entitled under the Producing 1 Party’s designation until the Court rules on the challenge. 2 9. ACCESS TO AND USE OF PROTECTED MATERIAL 3 9.1 Basic Principles. A Receiving Party may use Protected Material that is 4 disclosed or produced by another Party or by a Non-Party in connection with this 5 Action only for prosecuting, defending or attempting to settle this Action. Such 6 Protected Material may be disclosed only to the categories of persons and under the 7 conditions described in this Order. When the Action has been terminated, a Receiving 8 Party must comply with the provisions of section 15 below (FINAL DISPOSITION). 9 Protected Material must be stored and maintained by a Receiving Party at a 10 location and in a secure manner that ensures that access is limited to the persons 11 authorized under this Order. 12 9.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 13 otherwise ordered by the court or permitted in writing by the Designating Party, a 14 Receiving Party may disclose any information or item designated 15 “CONFIDENTIAL” only to: 16 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 17 as employees of said Outside Counsel of Record to whom it is reasonably necessary 18 to disclose the information for this Action; 19 (b) the officers, directors, and employees (including House Counsel) of the 20 Receiving Party to whom disclosure is reasonably necessary for this Action; 21 (c) Experts (as defined in this Order) of the Receiving Party to whom 22 disclosure is reasonably necessary for this Action and who have signed the 23 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 24 (d) the court and its personnel; 25 (e) court reporters and their staff; 26 (f) professional jury or trial consultants, mock jurors, and Professional 27 Vendors to whom disclosure is reasonably necessary for this Action and who have 28 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 1 (g) the author or recipient of a document containing the information or a 2 custodian or other person who otherwise possessed or knew the information; 3 (h) during their depositions, witnesses, and attorneys for witnesses, in the 4 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 5 requests that the witness sign the form attached as Exhibit A hereto; and (2) they will 6 not be permitted to keep any confidential information unless they sign the 7 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 8 agreed by the Designating Party or ordered by the court. Pages of transcribed 9 deposition testimony or exhibits to depositions that reveal Protected Material may be 10 separately bound by the court reporter and may not be disclosed to anyone except as 11 permitted under this Stipulated Protective Order; and 12 (i) any mediators or settlement officers and their supporting personnel, 13 mutually agreed upon by any of the parties engaged in settlement discussions. 14 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER LITIGATION 15 If a Party is served with a subpoena or a court order issued in other litigation 16 that compels disclosure of any information or items designated in this Action as 17 “CONFIDENTIAL,” that Party must: 18 (a) promptly notify in writing the Designating Party. Such notification shall 19 include a copy of the subpoena or court order; 20 (b) promptly notify in writing the party who caused the subpoena or order 21 to issue in the other litigation that some or all of the material covered by the subpoena 22 or order is subject to this Protective Order. Such notification shall include a copy of 23 this Stipulated Protective Order; and 24 (c) cooperate with respect to all reasonable procedures sought to be pursued 25 by the Designating Party whose Protected Material may be affected. If the 26 Designating Party timely seeks a protective order, the Party served with the subpoena 27 or court order shall not produce any information designated in this action as 28 1 “CONFIDENTIAL” before a determination by the court from which the subpoena or 2 order issued, unless the Party has obtained the Designating Party’s permission. The 3 Designating Party shall bear the burden and expense of seeking protection in that 4 court of its confidential material and nothing in these provisions should be construed 5 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 6 directive from another court. 7 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS LITIGATION 8 (a) The terms of this Order are applicable to information produced by a 9 Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 10 produced by Non-Parties in connection with this litigation is protected by the 11 remedies and relief provided by this Order. Nothing in these provisions should be 12 construed as prohibiting a Non-Party from seeking additional protections. 13 (b) In the event that a Party is required, by a valid discovery request, to 14 produce a Non-Party’s confidential information in its possession, and the Party is 15 subject to an agreement with the Non-Party not to produce the Non-Party’s 16 confidential information, then the Party shall: 17 (1) promptly notify in writing the Requesting Party and the Non-Party that 18 some or all of the information requested is subject to a confidentiality agreement with 19 a Non-Party; 20 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 21 Order in this Action, the relevant discovery request(s), and a reasonably specific 22 description of the information requested; and 23 (3) make the information requested available for inspection by the 24 Non-Party, if requested. 25 (c) If the Non-Party fails to seek a protective order from this court within 26 14 days of receiving the notice and accompanying information, the Receiving Party 27 may produce the Non-Party’s confidential information responsive to the discovery 28 1 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 2 not produce any information in its possession or control that is subject to the 3 confidentiality agreement with the Non-Party before a determination by the court. 4 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 5 of seeking protection in this court of its Protected Material. 6 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 7 8 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 9 Protected Material to any person or in any circumstance not authorized under this 10 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 11 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 12 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 13 persons to whom unauthorized disclosures were made of all the terms of this Order, 14 and (d) request such person or persons to execute the “Acknowledgment an 15 Agreement to Be Bound” attached hereto as Exhibit A. 16 13. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL 17 18 When a Producing Party gives notice to Receiving Parties that certain 19 inadvertently produced material is subject to a claim of privilege or other protection, 20 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil\ 21 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 22 may be established in an e-discovery order that provides for production without prior 23 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), the privilege 24 or protection is not waived by disclosure connected with the litigation pending before 25 the Court. 26 14. MISCELLANEOUS 27 14.1 Right to Further Relief. Nothing in this Order abridges the right of any 28 person to seek its modification by the Court in the future. 1 14.2 Right to Assert Other Objections. By stipulating to the entry of this 2 Protective Order, no Party waives any right it otherwise would have to object to 3 disclosing or producing any information or item on any ground not addressed in this 4 Stipulated Protective Order. Similarly, no Party waives any right to object on any 5 ground to use in evidence of any of the material covered by this Protective Order. 6 14.3 Filing Protected Material. A Party that seeks to file under seal any 7 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 8 only be filed under seal pursuant to a court order authorizing the sealing of the 9 specific Protected Material. If a Party’s request to file Protected Material under seal 10 is denied by the court, then the Receiving Party may file the information in the public 11 record unless otherwise instructed by the court. 12 15. FINAL DISPOSITION 13 After the final disposition of this Action, as defined in paragraph 6, within 60 14 days of a written request by the Designating Party, each Receiving Party must return 15 all Protected Material to the Producing Party or destroy such material. As used in this 16 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 17 summaries, and any other format reproducing or capturing any of the Protected 18 Material. Whether the Protected Material is returned or destroyed, the Receiving 19 Party must submit a written certification to the Producing Party (and, if not the same 20 person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 21 (by category, where appropriate) all the Protected Material that was returned or 22 destroyed and (2) affirms that the Receiving Party has not retained any copies, 23 abstracts, compilations, summaries or any other format reproducing or capturing any 24 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 25 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 26 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 27 reports, attorney work product, and consultant and expert work product, even if such 28 materials contain Protected Material. Any such archival copies that contain or 1 constitute Protected Material remain subject to this Protective Order as set forth in 2 Section 6 (DURATION). 3 16. VIOLATION 4 Any violation of this Order may be punished by appropriate measures 5 including, without limitation, contempt proceedings and/or monetary sanctions. 6 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 7 8 Dated: June 2, 2020 WILLKIE FARR & GALLAGHER LLP 9 By: /s/ Benedict Y. Hur 10 BENEDICT Y. HUR 11 JAYVAN E. MITCHELL 12 Attorneys for Plaintiff, Longwell Textiles, Ltd. 13 Dated: June 2, 2020 FOLEY BEZEK BEHLE AND CURTIS LLP 14 15 By: /s/ Roger N Behle KEVIN D GAMARNIK 16 ROGER N BEHLE , JR 17 Attorneys for Defendants Matrix International Textile, Inc. and Neman 18 Properties, LLC 19 20 21 22 23 24 25 26 27 28 1 ATTESTATION 2 Pursuant to Civil Local Rule 5-4.3.4, I attest that all other signatories listed || and on whose behalf this filing is submitted, concur in the filing’s content and hav 4|| authorized the filing. Dated: June 2, 2020 WILLKIE FARR & GALLAGHER LLP 7 By: _/s/ Benedict Y. Hur

° Longwell Textiles, Ld 10 11 '? |! FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. DATED: June 3, 2020 14

16 United States Masistrate badge 17 18 19 20 21 22 23 24 25 26 27 28 NA STIPULATION AND PROTECTIVE ORDER

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 5 penalty of perjury that I have read in its entirety and understand the Stipulated 6 Protective Order that was issued by the United States District Court for the Central 7 District of California on [date] in the case of Longwell Textiles Ltd. v. Matrix 8 International Textile Inc., et al., Case No. 2:19-cv-09904-SVW-AGR. 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 will 12 not disclose in any manner any information or item that is subject to this Stipulated 13 Protective Order to any person or entity except in strict compliance with the 14 provisions of this Order. 15 I further agree to submit to the jurisdiction of the United States District Court 16 for the Central District of California for the purpose of enforcing the terms of this 17 Stipulated Protective Order, even if such enforcement proceedings occur after 18 termination of this action. 19 I hereby appoint __________________________ [print or type full name] of 20 _______________________________________ [print or type full address and 21 telephone number] as my California agent for service of process in connection with 22 this action or any proceedings related to enforcement of this Stipulated Protective 23 Order. 24 Date: ______________________________________ 25 City and State where sworn and signed: _________________________________ 26 Printed name: _______________________________ 27 28 Signature: __________________________________