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8 UNITED STATES DISTRICT COURT

9 CENTRAL DISTRICT OF CALIFORNIA

10 SOUTHERN DIVISION

11 TOP INDUSTRIAL, INC., a Civil Action No. 19-cv-2444-JLS (JDEx)

corporation of California, 12 Plaintiff, Honorable Judge John D. Early 13 vs.

14 BUILDER’S NETWORK, INC., a STIPULATED PROTECTIVE ORDER 15 corporation of California, doing business as TLS LABORATORIES; 16 GENE SUMMY, an individual, and 17 DOES 1-10, Inclusive, Defendants. 18

19 BUILDER’S NETWORK, INC., a

corporation of California, doing 20 business as TLS LABORATORIES; 21 GENE SUMMY, an individual, 22 Counterclaimants, 23 vs. TOP INDUSTRIAL, INC., a 24 corporation of California, 25 Counterclaim Defendant. 26 Based on the parties’ Stipulation (Dkt. 38-1) and for good cause shown, the 27 Court finds and orders as follows. 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 4 disclosure and from use for any purpose other than pursuing this litigation may be 5 warranted. Accordingly, the parties hereby stipulate to and petition the Court to enter the following Stipulated Protective Order. The parties acknowledge that this 6 Order does not confer blanket protections on all disclosures or responses to 7 discovery and that the protection it affords from public disclosure and use extends 8 only to the limited information or items that are entitled to confidential treatment 9 under the applicable legal principles. 10 2. GOOD CAUSE STATEMENT 11 This action is likely to involve trade secrets, customer and pricing lists and 12 other valuable research, development, commercial, financial, technical and/or 13 proprietary information for which special protection from public disclosure and from 14 use for any purpose other than prosecution of this action is warranted. Such 15 confidential and proprietary materials and information consist of, among other 16 things, confidential business or financial information, information regarding 17 confidential business practices, or other confidential research, development, or 18 commercial information (including information implicating privacy rights of third 19 parties), information otherwise generally unavailable to the public, or which may be 20 privileged or otherwise protected from disclosure under state or federal statutes, 21 court rules, case decisions, or common law. Accordingly, to expedite the flow of 22 information, to facilitate the prompt resolution of disputes over confidentiality of 23 discovery materials, to adequately protect information the parties are entitled to keep 24 confidential, to ensure that the parties are permitted reasonable necessary uses of 25 such material in preparation for and in the conduct of trial, to address their handling 26 at the end of the litigation, and serve the ends of justice, a protective order for such 27 information is justified in this matter. It is the intent of the parties that information will not be designated as confidential for tactical reasons and that nothing be so 1 designated without a good faith belief that it has been maintained in a confidential, 2 non-public manner, and there is good cause why it should not be part of the public 3 record of this case. 4 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 5 The parties further acknowledge, as set forth in Section 14.3, below, that this Stipulated Protective Order does not entitle them to file confidential information 6 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 7 and the standards that will be applied when a party seeks permission from the Court 8 to file material under seal. There is a strong presumption that the public has a right 9 of access to judicial proceedings and records in civil cases. In connection with non- 10 dispositive motions, good cause must be shown to support a filing under seal. See 11 Kamakana v. City and County of Honolulu,

(9th Cir. 2006), 12 Phillips v. Gen. Motors Corp.,

, 1210-11 (9th Cir. 2002), Makar- 13 Welbon v. Sony Electrics, Inc.,

(E.D. Wis. 1999) (even 14 stipulated protective orders require good cause showing), and a specific showing of 15 good cause or compelling reasons with proper evidentiary support and legal 16 justification, must be made with respect to Protected Material that a party seeks to 17 file under seal. The parties’ mere designation of Disclosure or Discovery Material 18 as CONFIDENTIAL or HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 19 ONLY does not—without the submission of competent evidence by declaration, 20 establishing that the material sought to be filed under seal qualifies as confidential, 21 privileged, or otherwise protectable—constitute good cause. 22 Further, if a party requests sealing related to a dispositive motion or trial, then 23 compelling reasons, not only good cause, for the sealing must be shown, and the 24 relief sought shall be narrowly tailored to serve the specific interest to be protected. 25 See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For 26 each item or type of information, document, or thing sought to be filed or introduced 27 under seal, the party seeking protection must articulate compelling reasons, supported by specific facts and legal justification, for the requested sealing order. 1 Again, competent evidence supporting the application to file documents under seal 2 must be provided by declaration. 3 Any document that is not confidential, privileged, or otherwise protectable in 4 its entirety will not be filed under seal if the confidential portions can be redacted. 5 If documents can be redacted, then a redacted version for public viewing, omitting only the confidential, privileged, or otherwise protectable portions of the document, 6 shall be filed. Any application that seeks to file documents under seal in their 7 entirety should include an explanation of why redaction is not feasible. 8 4. DEFINITIONS 9 4.1 Action: this pending federal lawsuit. 10 4.2 Challenging Party: a Party or Non-Party that challenges the 11 designation of information or items under this Order. 12 4.3 “CONFIDENTIAL” Information or Items: information (regardless of 13 how it is generated, stored or maintained) or tangible things that qualify for 14 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 15 the Good Cause Statement. 16 4.4 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 17 Information or Items: extremely confidential and/or sensitive “Confidential 18 Information or Items,” disclosure of which to another Party or Non-Party is likely to 19 cause harm or significant competitive disadvantage to the Producing Party. 20 4.5 Counsel: Outside Counsel of Record and House Counsel (as well as 21 their support staff). 22 4.6 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” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 25 ONLY.” 26 4.7 Disclosure or Discovery Material: all items or information, regardless 27 of the medium or manner in which it is generated, stored, or maintained (including, / / / 1 among other things, testimony, transcripts, and tangible things), that are produced or 2 generated in disclosures or responses to discovery. 3 4.8 Expert: a person with specialized knowledge or experience in a matter 4 pertinent to the litigation who has been retained by a Party or its counsel to serve as 5 an expert witness or as a consultant in this Action. 4.9 House Counsel: attorneys who are employees of a party to this Action. 6 House Counsel does not include Outside Counsel of Record or any other outside 7 counsel. 8 4.10 Non-Party: any natural person, partnership, corporation, association or 9 other legal entity not named as a Party to this action. 10 4.11 Outside Counsel of Record: attorneys who are not employees of a party 11 to this Action but are retained to represent a party to this Action and have appeared 12 in this Action on behalf of that party or are affiliated with a law firm that has 13 appeared on behalf of that party, and includes support staff. 14 4.12 Party: any party to this Action, including all of its officers, directors, 15 employees, consultants, retained experts, and Outside Counsel of Record (and their 16 support staffs). 17 4.13 Producing Party: a Party or Non-Party that produces Disclosure or 18 Discovery Material in this Action. 19 4.14 Professional Vendors: persons or entities that provide litigation support 20 services (e.g., photocopying, videotaping, translating, preparing exhibits or 21 demonstrations, and organizing, storing, or retrieving data in any form or medium) 22 and their employees and subcontractors. 23 4.15 Protected Material: any Disclosure or Discovery Material that is 24 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 25 ATTORNEYS’ EYES ONLY.” 26 4.16 Receiving Party: a Party that receives Disclosure or Discovery 27 Material from a Producing Party. / / / 1 5. SCOPE 2 5.1 All Protected Material shall be used solely for this case and any related 3 appellate proceeding, and not for any other purpose whatsoever, including without 4 limitation any other litigation, patent prosecution or acquisition, patent 5 reexamination or reissue proceedings, or any business or competitive purpose or function. Protected Material shall not be distributed, disclosed, or made available to 6 anyone except as expressly provided in this Order. 7 5.2 The protections conferred by this Stipulation and Order cover not only 8 Protected Material (as defined above), but also (1) any information copied or 9 extracted from Protected Material; (2) all copies, excerpts, summaries, or 10 compilations of Protected Material; and (3) any testimony, conversations, or 11 presentations by Parties or their Counsel that might reveal Protected Material. 12 5.3 Nothing in this Protective Order shall prevent or restrict a Producing 13 Party’s own disclosure or use of its own Protected Material to any person for any 14 purpose. 15 5.4 This Order does not preclude any Party or Non-Party from using 16 Protected Material with the consent of the Producing Party or by order of the Court 17 or independently obtained through lawful means. 18 5.5 This Order does not preclude any Party or Non-Party from moving the 19 Court for additional protection of any Discovery Material or modification of this 20 Order, including, without limitation, moving for an order that certain matter not be 21 produced at all. 22 5.6 Any use of Protected Material at trial shall be governed by the orders 23 of the trial judge and other applicable authorities. This Order does not govern the 24 use of Protected Material at trial. 25 6. DURATION 26 Even after Final Disposition of this litigation, the confidentiality obligations 27 imposed by this Order shall remain in effect until a Designating Party agrees otherwise in writing, a court order otherwise directs, or the information was made 1 public during trial. For purposes of this Order, “Final Disposition” occurs after an 2 order, mandate, or dismissal finally terminating the above-captioned action with 3 prejudice, including all appeals. Once a case proceeds to trial, information that was 4 designated as CONFIDENTIAL, HIGHLY CONFIDENTIAL – ATTORNEYS’ 5 EYES ONLY, or maintained pursuant to this protective order used or introduced as an exhibit at trial becomes public and will be presumptively available to all members 6 of the public, including the press, unless compelling reasons supported by specific 7 factual findings to proceed otherwise are made to the trial judge in advance of the 8 trial. See Kamakana,

(distinguishing “good cause” showing for 9 sealing documents produced in discovery from “compelling reasons” standard when 10 merits-related documents are part of court record). 11 7. DESIGNATING PROTECTED MATERIAL 12 7.1 Exercise of Restraint and Care in Designating Material for Protection. 13 Each Party or Non-Party that designates information or items for protection under 14 this Order must take care to limit any such designation to specific material that 15 qualifies under the appropriate standards. The Designating Party must designate for 16 protection only those parts of material, documents, items or oral or written 17 communications that qualify so that other portions of the material, documents, items 18 or communications for which protection is not warranted are not swept unjustifiably 19 within the ambit of this Order. 20 Mass, indiscriminate or routinized designations are prohibited. Designations 21 that are shown to be clearly unjustified or that have been made for an improper 22 purpose (e.g., to unnecessarily encumber the case development process or to impose 23 unnecessary expenses and burdens on other parties) may expose the Designating 24 Party to sanctions. 25 If it comes to a Designating Party’s attention that information or items that it 26 designated for protection do not qualify for protection, that Designating Party must 27 promptly notify all other Parties that it is withdrawing the inapplicable designation. / / / 1 7.2 Manner and Timing of Designations. Except as otherwise provided in 2 this Order, or as otherwise stipulated or ordered, Disclosure of Discovery Material 3 that qualifies for protection under this Order must be clearly so designated before 4 the material is disclosed or produced. 5 Designation in conformity with this Order requires: (a) for information in documentary form (e.g., paper or electronic 6 documents, but excluding transcripts of depositions or other pretrial or trial 7 proceedings), that the Producing Party affix at a minimum, the legend 8 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 9 ONLY” (hereinafter “Confidentiality Legend”), to each page that contains protected 10 material. If only a portion of the material on a page qualifies for protection, the 11 Producing Party also must clearly identify the protected portion(s) (e.g., by making 12 appropriate markings in the margins). 13 A Party or Non-Party that makes original documents available for inspection 14 need not designate them for protection until after the inspecting Party has indicated 15 which documents it would like copied and produced. During the inspection and 16 before the designation, all of the material made available for inspection shall be 17 deemed “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the 18 inspecting Party has identified the documents it wants copied and produced, the 19 Producing Party must determine which documents, or portions thereof, qualify for 20 protection under this Order. Then, before producing the specified documents, the 21 Producing Party must affix the appropriate Confidentiality Legend to each page that 22 contains Protected Material. If only a portion 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 (b) for testimony given in depositions that the Designating Party 26 identifies the Disclosure or Discovery Material on the record, before the close of the 27 deposition all protected testimony, or by sending written notice of which portions of the transcript of the testimony are designated within 14 days of receipt of the 1 transcript of the testimony. During the 14-day period, the entire transcript will be 2 treated as “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” 3 (c) for information produced in some form other than documentary and 4 for any other tangible items, that the Producing Party affix in a prominent place on 5 the exterior of the container or containers in which the information is stored the appropriate Confidentiality Legend. If only a portion or portions of the information 6 warrants protection, the Producing Party, to the extent practicable, shall identify the 7 protected portion(s). 8 7.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 9 failure to designate qualified information or items does not, standing alone, waive 10 the Designating Party’s right to secure protection under this Order for such material. 11 Upon timely correction of a designation, the Receiving Party must make reasonable 12 efforts to assure that the material is treated in accordance with the provisions of this 13 Order. 14 Once a Receiving Party has received notification of the correct confidentiality 15 designation for the Protected Material, the Receiving Party shall treat such 16 Discovery Material (subject to the exception in the following Paragraph below) at 17 the appropriately designated level pursuant to the terms of this Order. 18 A subsequent designation of “CONFIDENTIAL” or “HIGHLY 19 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” shall apply on a going forward 20 basis and shall not disqualify anyone who reviewed “CONFIDENTIAL” or 21 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” materials while the 22 materials were not marked “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 23 ONLY” or from engaging in the activities set forth in Section 9. 24 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 25 8.1 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 8.2 Meet and Confer. The Challenging Party shall initiate the dispute 2 resolution process under Local Rule 37-1 et seq. 3 8.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 4 joint stipulation pursuant to Local Rule 37-2. 5 8.4 The burden of persuasion in any such challenge proceeding shall be on the Designating Party. Frivolous challenges, and those made for an improper 6 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 7 parties) may expose the Challenging Party to sanctions. Unless the Designating 8 Party has waived or withdrawn the confidentiality designation, all parties shall 9 continue to afford the material in question the level of protection to which it is 10 entitled under the Producing Party’s designation until the Court rules on the 11 challenge. 12 9. ACCESS TO AND USE OF PROTECTED MATERIAL 13 9.1 Basic Principles. A Receiving Party may use Protected Material that is 14 disclosed or produced by another Party or by a Non-Party in accordance with Section 15 5. Such Protected Material may be disclosed only to the categories of persons and 16 under the conditions described in this Order. When the Action has been terminated, 17 a Receiving Party must comply with the provisions of Section 15 below (FINAL 18 DISPOSITION). 19 Protected Material must be stored and maintained by a Receiving Party at a 20 location and in a secure manner that ensures that access is limited to the persons 21 authorized under this Order. 22 Nothing in this Protective Order shall be construed to prevent counsel from 23 advising their clients with respect to this case based in whole or in part upon 24 Protected Materials, provided counsel does not disclose the Protected Material itself 25 except as provided in this Order. 26 Nothing in this Protective Order shall preclude a party from using material 27 obtained lawfully from a source other than the Producing Party, even if the Producing Party also designated the material pursuant to this Protective Order. 1 9.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 2 otherwise ordered by the Court or permitted in writing by the Designating Party, a 3 Receiving Party may disclose any information or item designated 4 “CONFIDENTIAL” only to: 5 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as employees of said Outside Counsel of Record to whom it is reasonably 6 necessary to disclose the information for this Action; 7 (b) the officers, directors, and employees (including House Counsel) of 8 the Receiving Party to whom disclosure is reasonably necessary for this Action; 9 (c) Experts (as defined in this Order) of the Receiving Party to whom 10 disclosure is reasonably necessary for this Action, including the Expert’s support 11 staff, and who have signed the “Acknowledgment and Agreement to Be Bound” 12 (Exhibit A); 13 (d) the Court and its personnel; 14 (e) court reporters and their staff; 15 (f) professional jury or trial consultants, mock jurors, and Professional 16 Vendors to whom disclosure is reasonably necessary for this Action and who have 17 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 (g) the author or recipient of a document containing the information or 19 a custodian or other person who otherwise possessed or knew the information; 20 (h) during their depositions, witnesses, and attorneys for witnesses, in 21 the Action to whom disclosure is reasonably necessary provided: (1) the deposing 22 party requests that the witness sign the form attached as Exhibit A hereto; and (2) 23 they will not be permitted to keep any confidential information unless they sign the 24 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 25 agreed by the Designating Party or ordered by the Court. Pages of transcribed 26 deposition testimony or exhibits to depositions that reveal Protected Material may 27 be separately bound by the court reporter and may not be disclosed to anyone except as permitted under this Stipulated Protective Order; 1 (i) any mediators or settlement officers and their supporting personnel, 2 mutually agreed upon by any of the parties engaged in settlement discussions; and 3 (j) any other person with the prior written consent of the Producing 4 Party. 5 9.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” Information or Items. Unless otherwise ordered by the Court or permitted 6 in writing by the Designating Party, a Receiving Party may disclose any information 7 or item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 8 to only the individuals identified in Paragraphs 9.2 (a), (c)-(g), (i), and (j) who are 9 not competitive decision-makers of a Party. 10 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 11 PRODUCED IN OTHER LITIGATION 12 If a Party is served with a subpoena or a court order issued in other litigation 13 that compels disclosure of any information or items designated in this Action as 14 Protected Material that Party must: 15 (a) promptly notify in writing the Designating Party. Such notification 16 shall include a copy of the subpoena or court order; 17 (b) promptly notify in writing the party who caused the subpoena or 18 order to issue in the other litigation that some or all of the material covered by the 19 subpoena or order is subject to this Protective Order. Such notification shall include 20 a copy of this Stipulated Protective Order; and 21 (c) cooperate with respect to all reasonable procedures sought to be 22 pursued by the Designating Party whose Protected Material may be affected. If the 23 Designating Party timely seeks a protective order, the Party served with the 24 subpoena or court order shall not produce any information designated in this action 25 as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 26 ONLY” before a determination by the court from which the subpoena or order 27 issued, unless the Party has obtained the Designating Party’s permission. The Designating Party shall bear the burden and expense of seeking protection in that 1 court of its confidential material and nothing in these provisions should be construed 2 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 3 directive from another court. 4 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 5 PRODUCED IN THIS LITIGATION (a) The terms of this Order are applicable to information produced by a 6 Non-Party in this Action and designated as Protected Material. Such information 7 produced by Non-Parties in connection with this litigation is protected by the 8 remedies and relief provided by this Order. Nothing in these provisions should be 9 construed as prohibiting a Non-Party from seeking additional protections. 10 (b) In the event that a Party is required, by a valid discovery request, to 11 produce a Non-Party’s confidential information in its possession, and the Party is 12 subject to an agreement with the Non-Party not to produce the Non-Party’s 13 confidential information, then the Party shall: 14 (1) promptly notify in writing the Requesting Party and the Non- 15 Party that some or all of the information requested is subject to a 16 confidentiality agreement with a Non-Party; 17 (2) promptly provide the Non-Party with a copy of the Stipulated 18 Protective Order in this Action, the relevant discovery request(s), 19 and a reasonably specific description of the information 20 requested; and 21 (3) make the information requested available for inspection by 22 the Non-Party, if requested. 23 (c) If the Non-Party fails to seek a protective order from this Court 24 within 14 days of receiving the notice and accompanying information, the Receiving 25 Party may produce the Non-Party’s confidential information responsive to the 26 discovery request. If the Non-Party timely seeks a protective order, the Receiving 27 Party shall not produce any information in its possession or control that is subject to the confidentiality agreement with the Non-Party before a determination by the 1 Court. Absent a court order to the contrary, the Non-Party shall bear the burden and 2 expense of seeking protection in this Court of its Protected Material. 3 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 5 Protected Material to any person or in any circumstance not authorized under this Stipulated Protective Order, the Receiving Party must immediately (a) notify in 6 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 7 to retrieve all unauthorized copies of the Protected Material and to ensure that no 8 further or greater unauthorized disclosure and/or use thereof is made, (c) inform the 9 person or persons to whom unauthorized disclosures were made of all the terms of 10 this Order, and (d) request such person or persons to execute the “Acknowledgment 11 an Agreement to Be Bound” attached hereto as Exhibit A. Unauthorized or 12 inadvertent disclosure does not change the status of Discovery Material or waive a 13 Producing Party’s right to designate the disclosed document or information as 14 Protected Material. 15 13. INADVERTENT PRODUCTION OF PRIVILEGED OR 16 OTHERWISE PROTECTED MATERIAL 17 (a) The inadvertent production by a Party of Discovery Material subject 18 to the attorney-client privilege, work-product protection, or any other applicable 19 privilege or protection, despite the Producing Party’s reasonable efforts to prescreen 20 such Discovery Material prior to production, will not waive the applicable privilege 21 and/or protection if a request for return of such inadvertently produced Discovery 22 Material is made promptly after the Producing Party learns of its inadvertent 23 production. 24 (b) Upon a request from any Producing Party who has inadvertently 25 produced Discovery Material that it believes is privileged and/or protected, each 26 Receiving Party shall immediately return such Protected Material or Discovery 27 Material and all copies to the Producing Party, except for any pages containing / / / 1 privileged markings by the Receiving Party which shall instead be destroyed and 2 certified as such by the Receiving Party to the Producing Party. 3 (c) Nothing herein shall prevent the Receiving Party from preparing a 4 record for its own use containing the date, author, addresses, and topic of the 5 inadvertently produced Discovery Material and such other information as is reasonably necessary to identify the Discovery Material and describe its nature to 6 the Court in any motion to compel production of the Discovery Material. 7 14. MISCELLANEOUS 8 14.1 Right to Further Relief. Nothing in this Order abridges the right of any 9 person to seek its modification by the Court in the future. 10 14.2 Right to Assert Other Objections. By stipulating to the entry of this 11 Protective Order, no Party waives any right it otherwise would have to object to 12 disclosing or producing any information or item on any ground not addressed in this 13 Stipulated Protective Order. Similarly, no Party waives any right to object on any 14 ground to use in evidence of any of the material covered by this Protective Order. 15 14.3 Filing Protected Material. A Party that seeks to file under seal any 16 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 17 only be filed under seal pursuant to a court order authorizing the sealing of the 18 specific Protected Material. If a Party’s request to file Protected Material under seal 19 is denied by the Court, then the Receiving Party may file the information in the 20 public record unless otherwise instructed by the Court. 21 15. FINAL DISPOSITION 22 After the final disposition of this Action, as defined in Paragraph 6, within 60 23 days of a written request by the Designating Party, each Receiving Party must return 24 all Protected Material to the Producing Party or destroy such material. As used in 25 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 26 summaries, and any other format reproducing or capturing any of the Protected 27 Material. Whether the Protected Material is returned or destroyed, the Receiving Party must submit a written certification to the Producing Party (and, if not the same 1 | person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 2 || (by category, where appropriate) all the Protected Material that was returned or 3 || destroyed and (2) affirms that the Receiving Party has not retained any copies, || abstracts, compilations, summaries or any other format reproducing or capturing any 5 || of the Protected Material. Notwithstanding this provision, Counsel are entitled to 6 || retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 7 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert g || reports, attorney work product, production documents, and consultant and expert 9 work product, even if such materials contain Protected Material. Any such archival 10 copies that contain or constitute Protected Material remain subject to this Protective 1 Order as set forth in Section 6 (DURATION). 1D 16. VIOLATION Any violation of this Order may be punished by appropriate measures including, without limitation, contempt proceedings and/or monetary sanctions.

15 16 | FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 17 181 Dated October 07, 2020 By: Lh Ke 24 19 J D. EARLY ited States Magistrate Judge 20 21 22 23 24 25 26 27 28

1 EXHIBIT A ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 2 I, _____________________________ [print or type full name], of 3 _________________ [print or type full address], declare under penalty of perjury 4 that I have read in its entirety and understand the Stipulated Protective Order that 5 was issued by the United States District Court for the Central District of California 6 in the case of Top Industrial, Inc. v. Builder’s Network, Inc. et al., No. 8:19-cv-2444. 7 I agree to comply with and to be bound by all the terms of this Stipulated Protective 8 Order and I understand and acknowledge that failure to so comply could expose me 9 to sanctions and punishment in the nature of contempt. I solemnly promise that I 10 will not disclose in any manner any information or item that is subject to this 11 Stipulated Protective Order to any person or entity except in strict compliance with 12 the provisions of this Order. 13 I further agree to submit to the jurisdiction of the United States District Court 14 for the Central District of California for the purpose of enforcing the terms of this 15 Stipulated Protective Order, even if such enforcement proceedings occur after 16 termination of this action. I hereby appoint __________________________ [print 17 or type full name] of _______________________________________ [print or type 18 full address and telephone number] as my California agent for service of process in 19 connection with this action or any proceedings related to enforcement of this 20 Stipulated Protective Order. 21

22 Date: ______________________________________ 23 City and State where sworn and signed: ________________________________ 24 Printed name: _______________________________ 25 Signature: 26

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