1 AKERMAN LLP CAROLINE H. MANKEY (State Bar No. 187302) 2 [email protected] EVELINA GENTRY (State Bar No. 296796) 3 [email protected] 601 W. Fifth Street, Suite 300 4 Los Angeles, CA 90071 5 Telephone: (213) 688-9500 Facsimile: (213) 627-6342 6 Attorneys for Plaintiff FaceGym, Ltd. 7

8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10

11 FACEGYM, LTD, a United Kingdom CASE NO. 2:19-cv-09625 CJC (JEMx) 12 limited company, Assigned to the Hon. Cormac J. Carney, Courtroom 7C 13 Plaintiff,

14 v. PROTECTIVE ORDER 15 SKIN GYM INC., a California

16 corporation, KARINA SULZER, an individual, and DOES 1-10, 17 Defendants. Complaint Filed: November 8, 2019 18

19 20 21 22 23 24 25 26 27 1 On stipulation of the Parties, the Court enters a Protective Order in this matter 2 as follows: 3 1. PURPOSES AND LIMITATIONS 4 Discovery in this action is likely to involve production of confidential, 5 proprietary, or private information for which special protection from public disclosure 6 and from use for any purpose other than prosecuting this litigation may be warranted. 7 Accordingly, the parties hereby stipulate to and petition the Court to enter the 8 following Stipulated Protective Order. The parties acknowledge that this Order does 9 not confer blanket protections on all disclosures or responses to discovery and that the 10 protection it affords from public disclosure and use extends only to the limited 11 information or items that are entitled to confidential treatment under the applicable 12 legal principles. The parties further acknowledge, as set forth in Section 12.3, below, 13 that this Stipulated Protective Order does not entitle them to file confidential 14 information under seal; Civil Local Rule 79-5 sets forth the procedures that must be 15 followed and the standards that will be applied when a party seeks permission from 16 the court to file material under seal. 17 GOOD CAUSE STATEMENT 18 This action is likely to involve trade secrets and other valuable proprietary 19 information for which special protection from public disclosure and from use for any 20 purpose other than prosecution of this action is warranted. Such confidential and 21 proprietary materials and information consist of, among other things, customer and 22 pricing lists, customer communications, sales summaries, pricing, internal business 23 strategies, documents revealing costs, financial projections, vendors, marketing plans, 24 expansion plans, employee information, and other confidential business or financial 25 information, or information regarding confidential business practices, the disclosure of 26 which could give a competitor an unfair business advantage. The confidential 27 information at issue is generally unavailable to the public and may be privileged or 1 decisions, or common law. 2 Accordingly, to expedite the flow of information, to facilitate the prompt 3 resolution of disputes over confidentiality of discovery materials, to adequately 4 protect information the parties are entitled to keep confidential, to ensure that the 5 parties are permitted reasonable necessary uses of such material in preparation for and 6 in the conduct of trial, to address their handling at the end of the litigation, and serve 7 the ends of justice, a protective order for such information is justified in this matter. It 8 is the intent of the parties that information will not be designated as confidential for 9 tactical reasons and that nothing be so designated without a good faith belief that it 10 has been maintained in a confidential, non-public manner, and there is good cause 11 why it should not be part of the public record of this case. 12 2. DEFINITIONS 13 2.1 Action: this pending federal law suit. 14 2.2 Challenging Party: a Party or Non-Party that challenges the designation of 15 information or items under this Order. 16 2.3 “CONFIDENTIAL” Information or Items: information (regardless of how it 17 is generated, stored or maintained) or tangible things that qualify for protection under 18 Federal Rule of Civil Procedure 26(c), and as specified above in the Good Cause 19 Statement. 20 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their 21 support staff). 22 2.5 Designating Party: a Party or Non-Party that designates information or 23 items that it produces in disclosures or in responses to discovery as 24 “CONFIDENTIAL.” 25 2.6 Disclosure or Discovery Material: all items or information, regardless of the 26 medium or manner in which it is generated, stored, or maintained (including, among 27 other things, testimony, transcripts, and tangible things), that are produced or 1 2.7 Expert: a person with specialized knowledge or experience in a matter 2 pertinent to the litigation who has been retained by a Party or its counsel to serve as an 3 expert witness or as a consultant in this Action. 4 2.8 “HIGHLY CONFIDENTIAL” or “ATTORNEY EYES ONLY” 5 Information or Items: information (regardless of how it is generated, stored or 6 maintained) or tangible things that qualify for protection under Federal Rule of Civil 7 Procedure 26(c), and as specified above in the Good Cause Statement for which 8 disclosures to another party is likely to result in harm to the Designating Party. 9 2.9 House Counsel: attorneys who are employees of a party to this Action. 10 House Counsel does not include Outside Counsel of Record or any other outside 11 counsel. 12 2.10 Non-Party: any natural person, partnership, corporation, association, or 13 other legal entity not named as a Party to this action. 14 2.11 Outside Counsel of Record: attorneys who are not employees of a party to 15 this Action but are retained to represent or advise a party to this Action and have 16 appeared in this Action on behalf of that party or are affiliated with a law firm that has 17 appeared on behalf of that party, including support staff. 18 2.12 Party: any party to this Action, including all of its officers, directors, 19 employees, consultants, retained experts, and Outside Counsel of Record (and their 20 support staffs). 21 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 22 Discovery Material in this Action. 23 2.14 Professional Vendors: persons or entities that provide litigation support 24 services (e.g., photocopying, videotaping, translating, preparing exhibits or 25 demonstrations, and organizing, storing, or retrieving data in any form or medium) 26 and their employees and subcontractors. 27 2.15 Protected Material: any Disclosure or Discovery Material that is 1 EYES ONLY.” 2 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 3 from a Producing Party. 4 3. SCOPE 5 The protections conferred by this Stipulation and Order cover not only 6 Protected Material (as defined above), but also (1) any information copied or extracted 7 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 8 Protected Material; and (3) any testimony, conversations, or presentations by Parties 9 or their Counsel that might reveal Protected Material. 10 Any use of Protected Material at trial shall be governed by the orders of the trial 11 judge. This Order does not govern the use of Protected Material at trial. 12 4. DURATION 13 Once a case proceeds to trial, all of the court-filed information to be introduced 14 that was previously designated as confidential or maintained pursuant to this 15 protective order becomes public and will be presumptively available to all members of 16 the public, including the press, unless compelling reasons supported by specific 17 factual findings to proceed otherwise are made to the trial judge in advance of the 18 trial. See Kamakana v. City and County of Honolulu,

(9th 19 Cir. 2006) (distinguishing “good cause” showing for sealing documents produced in 20 discovery from “compelling reasons” standard when merits-related documents are part 21 of court record). Accordingly, the terms of this protective order do not extend beyond 22 the commencement of the trial. 23 5. DESIGNATING PROTECTED MATERIAL 24 5.1 Exercise of Restraint and Care in Designating Material for Protection. Each 25 Party or Non-Party that designates information or items for protection under this 26 Order must take care to limit any such designation to specific material that qualifies 27 under the appropriate standards. The Designating Party must designate for protection 1 qualify so that other portions of the material, documents, items, or communications 2 for which protection is not warranted are not swept unjustifiably within the ambit of 3 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 Party 8 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 this 13 Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated 14 or ordered, Disclosure or Discovery Material that qualifies for protection under this 15 Order must be clearly so designated before the material is disclosed or produced. 16 Designation in conformity with this Order requires: 17 (a) for information in documentary form (e.g., paper or electronic 18 documents, but excluding transcripts of depositions or other pretrial or trial 19 proceedings), that the Producing Party affix, at a minimum, the legend 20 “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL,” or “ATTORNEY EYES ONLY” 21 (hereinafter “CONFIDENTIAL legend”), to each page that contains protected 22 material. If only a portion or portions of the material on a page qualifies for 23 protection, the Producing Party also must clearly identify the protected portion(s) 24 (e.g., by making appropriate markings 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 before 1 “CONFIDENTIAL.” After the inspecting Party has identified the documents it wants 2 copied and produced, the Producing Party must determine which documents, or 3 portions thereof, qualify for protection under this Order. Then, before producing the 4 specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 5 to each page that contains Protected Material. If only a portion or portions of the 6 material on a page qualifies for protection, the Producing Party also must clearly 7 identify the protected portion(s) (e.g., by making appropriate markings in the 8 margins). 9 (b) for testimony given in depositions that the Designating Party identify 10 the Disclosure or Discovery Material on the record, before the close of the deposition. 11 (c) for information produced in some form other than documentary and 12 for any other tangible items, that the Producing Party affix in a prominent place on the 13 exterior of the container or containers in which the information is stored the legend 14 “CONFIDENTIAL.” If only a portion or portions of the information warrants 15 protection, the Producing Party, to the extent practicable, shall identify the protected 16 portion(s). 17 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure 18 to designate qualified information or items does not, standing alone, waive the 19 Designating Party’s right to secure protection under this Order for such material. 20 Upon timely correction of a designation, the Receiving Party must make reasonable 21 efforts to assure that the material is treated in accordance with the provisions of this 22 Order. 23 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 24 6.1 Timing of Challenges. Any Party or Non-Party may challenge a designation 25 of confidentiality at any time that is consistent with the Court’s Scheduling Order. 26 6.2 Meet and Confer. The Challenging Party shall initiate the dispute resolution 27 process under Local Rule 37.1, et seq. Any discovery motion must strictly comply 1 6.3 Burden. The burden of persuasion in any such challenge proceeding shall be 2 on the Designating Party. Frivolous challenges, and those made for an improper 3 purpose (e.g., to harass or impose unnecessary expenses and burdens on other parties) 4 may expose the Challenging Party to sanctions. Frivolous designations, if not waived 5 or withdrawn upon being challenged, may expose the Designating Party to sanctions. 6 Unless the Designating Party has waived or withdrawn the confidentiality designation, 7 all parties shall continue to afford the material in question the level of protection to 8 which it is entitled under the Producing Party’s designation until the Court rules on 9 the challenge. 10 7. ACCESS TO AND USE OF PROTECTED MATERIAL 11 7.1 Basic Principles. A Receiving Party may use Protected Material that is 12 disclosed or produced by another Party or by a Non-Party in connection with this 13 Action only for prosecuting, defending, or attempting to settle this Action. Such 14 Protected Material may be disclosed only to the categories of persons and under the 15 conditions described in this Order. When the Action has been terminated, a Receiving 16 Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 17 Protected Material must be stored and maintained by a Receiving Party at a location 18 and in a secure manner that ensures that access is limited to the persons authorized 19 under this Order. 20 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise 21 ordered by the Court or permitted in writing by the Designating Party, a Receiving 22 Party may disclose any information or item designated “CONFIDENTIAL” only to: 23 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 24 well as employees of said Outside Counsel of Record to whom it is reasonably 25 necessary to disclose the information for this Action; 26 (b) the officers, directors, and employees (including House Counsel) of 27 the Receiving Party to whom disclosure is reasonably necessary for this Action; 1 disclosure is reasonably necessary for this Action and who have signed the 2 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 3 (d) the Court and its personnel; 4 (e) court reporters and their staff; 5 (f) professional jury or trial consultants, mock jurors, and Professional 6 Vendors to whom disclosure is reasonably necessary for this Action and who have 7 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 8 (g) the author or recipient of a document containing the information or a 9 custodian or other person who otherwise possessed or knew the information; 10 (h) during their depositions, witnesses, and attorneys for witnesses, in the 11 Action to whom disclosure is reasonably necessary provided that they will not be 12 permitted to keep any confidential information unless they sign the “Acknowledgment 13 and Agreement to Be Bound” (Exhibit A), unless otherwise agreed by the Designating 14 Party or ordered by the Court. Pages of transcribed deposition testimony or exhibits to 15 depositions that reveal Protected Material may be separately bound by the court 16 reporter and may not be disclosed to anyone except as permitted under this Stipulated 17 Protective Order; and 18 (i) any mediator or settlement officer, and their supporting personnel, 19 mutually agreed upon by any of the parties engaged in settlement discussions. 20 7.3 Disclosure of “HIGHLY CONFIDENTIAL” or “HIGHLY 21 CONFIDENTIAL – ATTORNEY’S EYES ONLY” Information or Items. Unless 22 otherwise ordered by the court or permitted in writing by the Designating Party, a 23 Receiving Party may disclose any information or item designated “HIGHLY 24 CONFIDENTIAL” or “ATTORNEY EYES ONLY” only to: 25 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 26 well as employees of said Outside Counsel of Record to whom it is reasonably 27 necessary to disclose the information for this Action. 1 disclosure is reasonably necessary for this Action and who have signed the 2 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 3 (c) the court and its personnel; 4 (d) court reporters and their staff; 5 (e) professional jury or trial consultants, mock jurors, and Professional 6 Vendors to whom disclosure is reasonably necessary for this Action and who have 7 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 8 (f) the author or recipient of a document containing the information or a 9 custodian or other person who otherwise possessed or knew the information; and 10 (g) any mediator or settlement officer, and their supporting personnel, 11 mutually agreed upon by any of the parties engaged in settlement discussions. 12 Notwithstanding the terms of this section, a designation by Defendants that 13 certain materials are “HIGHLY CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 14 ATTORNEY’S EYES ONLY” shall not preclude Plaintiff’s attorney from disclosing 15 to an officer of Plaintiff with settlement authority the total revenue and gross profits of 16 a defendant as set forth in such material, so long as Plaintiff’s attorney does not 17 disclose the designated document itself. This section shall also not preclude Plaintiff’s 18 attorney from disclosing to an officer of Plaintiff with settlement authority the names 19 of any parties identified in materials designated as “HIGHLY CONFIDENTIAL” or 20 “HIGHLY CONFIDENTIAL – ATTORNEY’S EYES ONLY” and not otherwise 21 disclosed in this Action who distributed product which is alleged to infringe Plaintiff’s 22 alleged trademark(s). 23 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 24 IN OTHER LITIGATION 25 If a Party is served with a subpoena or a court order issued in other litigation 26 that compels disclosure of any information or items designated in this Action as 27 “CONFIDENTIAL,” that Party must: 1 shall include a copy of the subpoena or court order; 2 (b) promptly notify in writing the party who caused the subpoena or order 3 to issue in the other litigation that some or all of the material covered by the subpoena 4 or order is subject to this Protective Order. Such notification shall include a copy of 5 this Stipulated Protective Order; and 6 (c) cooperate with respect to all reasonable procedures sought to be 7 pursued by the Designating Party whose Protected Material may be affected. 8 If the Designating Party timely seeks a protective order, the Party served with 9 the subpoena or court order shall not produce any information designated in this 10 action as “CONFIDENTIAL” before a determination by the court from which the 11 subpoena or order issued, unless the Party has obtained the Designating Party’s 12 permission. The Designating Party shall bear the burden and expense of seeking 13 protection in that court of its confidential material and nothing in these provisions 14 should be construed as authorizing or encouraging a Receiving Party in this Action to 15 disobey a lawful directive from another court. If the Designating Party does not timely 16 seek a protective order, the Party served with the subpoena or court order may 17 produce responsive information designated in this action as “CONFIDENTIAL” as 18 required by the subpoena or court order. 19 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 20 PRODUCED IN THIS LITIGATION 21 (a) The terms of this Order are applicable to information produced by a Non- 22 Party in this Action and designated as “CONFIDENTIAL.” Such information 23 produced by Non-Parties in connection with this litigation is protected by the 24 remedies and relief provided by this Order. Nothing in these provisions should be 25 construed as prohibiting a Non-Party from seeking additional protections. 26 (b) In the event that a Party is required, by a valid discovery request, to produce 27 a Non-Party’s confidential information in its possession, and the Party is subject to an 1 information, then the Party shall: 2 (1) promptly notify in writing the Requesting Party and the Non-Party 3 that some or all of the information requested is subject to a confidentiality agreement 4 with a Non-Party; 5 (2) promptly provide the Non-Party with a copy of the Stipulated 6 Protective Order in this Action, the relevant discovery request(s), and a reasonably 7 specific description of the information requested; and 8 (3) make the information requested available for inspection by the Non- 9 Party, if requested. 10 (c) If the Non-Party fails to seek a protective order from this Court within 14 11 days of receiving the notice and accompanying information, the Receiving Party may 12 produce the Non-Party’s confidential information responsive to the discovery request. 13 If the Non-Party timely seeks a protective order, the Receiving Party shall not produce 14 any information in its possession or control that is subject to the confidentiality 15 agreement with the Non-Party before a determination by the Court. Absent a court 16 order to the contrary, the Non-Party shall bear the burden and expense of seeking 17 protection in this Court of its Protected Material. 18 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 19 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 20 Protected Material to any person or in any circumstance not authorized under this 21 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 22 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 23 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 24 persons to whom unauthorized disclosures were made of all the terms of this Order, 25 and (d) request such person or persons to execute the “Acknowledgment and 26 Agreement to Be Bound” that is attached hereto as Exhibit A. 27 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 procedure 7 may be established in an e-discovery order that provides for production without prior 8 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 9 parties reach an agreement on the effect of disclosure of a communication or 10 information covered by the attorney-client privilege or work product protection, the 11 parties may incorporate their agreement in the stipulated protective order submitted to 12 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 Civil Local Rule 79-5. Protected Material may 23 only be filed under seal pursuant to a court order authorizing the sealing of the 24 specific Protected Material at issue; good cause must be shown in the request to file 25 under seal. If a Party’s request to file Protected Material under seal is denied by the 26 Court, then the Receiving Party may file the information in the public record unless 27 otherwise instructed by the Court. 1 |} 13. FINAL DISPOSITION 2 After the final disposition of this Action, within 60 days of a written request by 3 || the Designating Party, each Receiving Party must return all Protected Material to the 4 || Producing Party or destroy such material. As used in this subdivision, “all Protected 5 || Material” includes all copies, abstracts, compilations, summaries, and any other 6 || format reproducing or capturing any of the Protected Material. Whether the Protected 7 || Material is returned or destroyed, the Receiving Party must submit a written 8 || certification to the Producing Party (and, if not the same person or entity, to the 9 || Designating Party) by the 60 day deadline that (1) identifies (by category, where 10 || appropriate) all the Protected Material that was returned or destroyed and (2) affirms 11 || that the Receiving Party has not retained any copies, abstracts, compilations, 12 || summaries or any other format reproducing or capturing any of the Protected Material. Notwithstanding this provision, counsel are entitled to retain an archival copy of all

14 || pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if such materials contain Protected Material. Any such archival copies that contain or constitute Protected Material 18 || remain subject to this Protective Order as set forth in Section 4 (DURATION). 19 || 14. Any violation of this Order may be punished by any and all appropriate measures 20 || including, without limitation, contempt proceedings and/or monetary sanctions. 21 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 22 23 || DATED: August 19, 2020 24 ‘oh E Ween 25 Hdnprable John E. McDermott 6 United States Magistrate Judge 27 28 14

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, _____________________________ [print or type full name], of 4 _________________ [print or type full address], declare under penalty of perjury that 5 I have read in its entirety and understand the Stipulated Protective Order that was 6 issued by the United States District Court for the Central District of California in the 7 case of FaceGym, Ltd. v. Skin Gym Inc., et al., Case No. 2:19-cv-09625 CJC (JEMx). 8 I agree to comply with and to be bound by all the terms of this Stipulated Protective 9 Order and I understand and acknowledge that failure to so comply could expose me to 10 sanctions and punishment in the nature of contempt. I solemnly promise that I will not 11 disclose in any manner any information or item that is subject to this Stipulated 12 Protective Order to any person or entity except in strict compliance with the 13 provisions of this Order. 14 I further agree to submit to the jurisdiction of the United States District Court 15 for the Central District of California for the purpose of enforcing the terms of this 16 Stipulated Protective Order, even if such enforcement proceedings occur after 17 termination of this action. I hereby appoint ____________________________ [print 18 or type full name] of ___________________________________________________ 19 [print or type full address and telephone number] as my California agent for service of 20 process in connection with this action or any proceedings related to enforcement of 21 this Stipulated Protective Order. 22 Date: ______________________________________ 23 City and State where sworn and signed: _________________________________ 24 25 Printed name: _______________________________ 26 Signature: __________________________________ 27