1 2 3 4 5 6 7 8 9 UNITED STATES DISTRICT COURT

10 CENTRAL DISTRICT OF CALIFORNIA

11 12 LE–VEL BRANDS, LLC, CASE NO. 2:17-cv-08951 AFM

13 Plaintiff, [PROPOSED] STIPULATED PROTECTIVE ORDER1 14 v.

15 THRIVE MARKET, INC.

16 Defendant.

17 18 1. A. PURPOSES AND LIMITATIONS 19 Discovery in this action is likely to involve production of confidential, 20 proprietary or private information for which special protection from public disclosure 21 and from use for any purpose other than prosecuting this litigation may be warranted. 22 Accordingly, the parties hereby stipulate to and petition the Court to enter the 23 following Stipulated Protective Order. The parties acknowledge that this Order does 24 not confer blanket protections on all disclosures or responses to discovery and that the 25 protection it affords from public disclosure and use extends only to the limited 26 27 1 This Stipulated Protective Order is based substantially on the model protective order provided 1 information or items that are entitled to confidential treatment under the applicable 2 legal principles. 3 B. GOOD CAUSE STATEMENT 4 This action is likely to involve trade secrets, customer and pricing lists and 5 other valuable research, development, commercial, financial, technical and/or 6 proprietary information for which special protection from public disclosure and from 7 use for any purpose other than prosecution of this action is warranted. Such 8 confidential and proprietary materials and information consist of, among other things, 9 confidential business or financial information, information regarding confidential 10 business practices, or other confidential research, development, or commercial 11 information (including information implicating privacy rights of third parties), 12 information otherwise generally unavailable to the public, or which may be privileged 13 or otherwise protected from disclosure under state or federal statutes, court rules, case 14 decisions, or common law. Accordingly, to expedite the flow of information, to 15 facilitate the prompt resolution of disputes over confidentiality of discovery materials, 16 to adequately protect information the parties are entitled to keep confidential, to 17 ensure that the parties are permitted reasonable necessary uses of such material in 18 preparation for and in the conduct of trial, to address their handling at the end of the 19 litigation, and serve the ends of justice, a protective order for such information is 20 justified in this matter. It is the intent of the parties that information will not be 21 designated as confidential for tactical reasons and that nothing be so designated 22 without a good faith belief that it has been maintained in a confidential, non-public 23 manner, and there is good cause why it should not be part of the public record of this 24 case. 25 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL 26 27 The parties further acknowledge, as set forth in Section 12.3, below, that this 1 seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and the 2 standards that will be applied when a party seeks permission from the court to file 3 material under seal. 4 There is a strong presumption that the public has a right of access to judicial 5 proceedings and records in civil cases. In connection with non-dispositive motions, 6 good cause must be shown to support a filing under seal. See Kamakana v. City and 7 County of Honolulu,

(9th Cir. 2006); Phillips v. Gen. Motors 8 Corp.,

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

(E.D. Wis. 1999) (even stipulated protective orders require good 10 cause showing). A specific showing of good cause or compelling reasons with proper 11 evidentiary support and legal justification must be made with respect to Protected 12 Material that a party seeks to file under seal. The parties’ mere designation of 13 Disclosure or Discovery Material as CONFIDENTIAL or HIGHLY 14 CONFIDENTIAL – ATTORNEYS’ EYES ONLY does not—without the submission 15 of competent evidence by declaration, establishing that the material sought to be filed 16 under seal qualifies as confidential, privileged, or otherwise protectable—constitute 17 good cause. 18 Further, if a party requests sealing related to a dispositive motion or trial, then 19 compelling reasons, not only good cause, for the sealing must be shown, and the relief 20 sought shall be narrowly tailored to serve the specific interest to be protected. See 21 Pintos v. Pacific Creditors Ass’n,

(9th Cir. 2010). For each 22 item or type of information, document, or thing sought to be filed or introduced under 23 seal in connection with a dispositive motion or trial, the party seeking protection must 24 articulate compelling reasons, supported by specific facts and legal justification, for 25 the requested sealing order. Again, competent evidence supporting the application to 26 file documents under seal must be provided by declaration. 27 Any document that is not confidential, privileged, or otherwise protectable in its 1 documents can be redacted, then a redacted version for public viewing, omitting only 2 the confidential, privileged, or otherwise protectable portions of the document, shall 3 be filed. Any application that seeks to file documents under seal in their entirety 4 should include an explanation of why redaction is not feasible. 5 6 2. DEFINITIONS 7 2.1 Action: Le–Vel Brands, LLC v. Thrive Market, Inc., Case No. 2:17-cv- 8 08951 AFM (C.D. Cal.). 9 2.2 Challenging Party: a Party or Non-Party that challenges the designation 10 of information or items under this Order. 11 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 12 how it is generated, stored or maintained) or tangible things that qualify for protection 13 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 14 Cause Statement. 15 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their 16 support staff). 17 2.5 Designating Party: a Party or Non-Party that designates information or 18 items that it produces in disclosures or in responses to discovery as 19 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 20 ONLY.” 21 2.6 Disclosure or Discovery Material: all items or information, regardless of 22 the medium or manner in which it is generated, stored, or maintained (including, 23 among other things, testimony, transcripts, and tangible things), that are produced or 24 generated in disclosures or responses to discovery in this Action. 25 2.7 Expert: a person with specialized knowledge or experience in a matter 26 pertinent to the litigation who has been retained by a Party or its counsel to serve as an 27 expert witness or as a consultant in this Action. 1 2.8 HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY Information 2 or Items: information (regardless of how it is generated, stored or maintained) or 3 tangible things that qualify for protection under Federal Rule of Civil Procedure 26(c), 4 and as specified above in the Good Cause Statement that the Designating Party has 5 reasonable grounds to believe would, if known to any officer, director, employee, or 6 agent of a Party, a Non-Party, or to the public, lead to a significant harm or injury to 7 the reputation and/or business of the Designating Party or provide improper advantage 8 to others. 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 15 to 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, and includes 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 1 2.15 Protected Material: any Disclosure or Discovery Material that is 2 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 3 EYES ONLY.” 4 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 5 from a Producing Party. 6 7 3. SCOPE 8 The protections conferred by this Stipulation and Order cover not only 9 Protected Material (as defined above), but also (1) any information copied or extracted 10 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 11 Protected Material; and (3) any testimony, conversations, or presentations by Parties 12 or their Counsel that might reveal Protected Material. Any use of Protected Material 13 at trial shall be governed by the orders of the trial judge. This Order does not govern 14 the use of Protected Material at trial. 15 16 4. DURATION 17 Once a case proceeds to trial, information that was designated as 18 CONFIDENTIAL or HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY or 19 maintained pursuant to this protective order used and introduced as an exhibit at trial 20 becomes public and will be presumptively available to all members of the public, 21 including the press, unless compelling reasons supported by specific factual findings 22 to proceed otherwise are made to the trial judge in advance of the trial. See 23 Kamakana,

(distinguishing “good cause” showing for sealing 24 documents produced in discovery from “compelling reasons” standard when merits- 25 related documents are part of court record). Accordingly, the terms of this protective 26 order do not extend beyond the commencement of the trial. 27 1 5. DESIGNATING PROTECTED MATERIAL 2 5.1 Exercise of Restraint and Care in Designating Material for Protection. 3 Each Party or Non-Party that designates information or items for protection 4 under this Order must take care to limit any such designation to specific material that 5 qualifies under the appropriate standards. The Designating Party must designate for 6 protection only those parts of material, documents, items or oral or written 7 communications that qualify so that other portions of the material, documents, items 8 or communications for which protection is not warranted are not swept unjustifiably 9 within the ambit of this Order. 10 Mass, indiscriminate or routinized designations are prohibited. Designations 11 that are shown to be clearly unjustified or that have been made for an improper 12 purpose (e.g., to unnecessarily encumber the case development process or to impose 13 unnecessary expenses and burdens on other parties) may expose the Designating Party 14 to sanctions. 15 If it comes to a Designating Party’s attention that information or items that it 16 designated for protection do not qualify for protection, that Designating Party must 17 promptly notify all other Parties that it is withdrawing the inapplicable designation. 18 5.2 Manner and Timing of Designations. Except as otherwise provided in 19 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 20 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 21 under this Order must be clearly so designated before the material is disclosed or 22 produced. 23 Designation in conformity with this Order requires: 24 (a) for information in documentary form (e.g., paper or electronic 25 documents, but excluding transcripts of depositions or other pretrial or trial 26 proceedings), that the Producing Party affix at a minimum, the legend 27 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”) or “HIGHLY 1 CONFIDENTIAL – ATTORNEYS’ EYES ONLY legend”), to each page that 2 contains protected material. If only a portion of the material on a page qualifies for 3 protection, the Producing Party also must clearly identify the protected portion(s) 4 (e.g., by making appropriate markings in the margins). 5 A Party or Non-Party that makes original documents available for inspection 6 need not designate them for protection until after the inspecting Party has indicated 7 which documents it would like copied and produced. During the inspection and 8 before the designation, all of the material made available for inspection shall be 9 deemed “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 10 EYES ONLY.” After the inspecting Party has identified the documents it wants 11 copied and produced, the Producing Party must determine which documents, or 12 portions thereof, qualify for protection under this Order. Then, before producing the 13 specified documents, the Producing Party must affix the “CONFIDENTIAL legend” 14 or the “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY legend” to each 15 page that contains Protected Material. If only a portion of the material on a page 16 qualifies for protection, the Producing Party also must clearly identify the protected 17 portion(s) (e.g., by making appropriate markings in the margins). 18 (b) for testimony given in depositions, that the Designating Party advise the 19 Receiving Party of the specific pages to be maintained in confidence within forty-five 20 (45) days after the receipt of the transcript or as otherwise agreed by the Designating 21 Party and the Receiving Party. During this period, the entire transcript shall be 22 deemed to be “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” 23 (c) for information produced in some form other than documentary and for 24 any other tangible items, that the Producing Party affix in a prominent place on the 25 exterior of the container or containers in which the information is stored the legend 26 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 27 ONLY.” If only a portion or portions of the information warrants protection, the 1 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 2 failure to designate qualified information or items does not, standing alone, waive the 3 Designating Party’s right to secure protection under this Order for such material. 4 Upon timely correction of a designation, the Receiving Party must make reasonable 5 efforts to assure that the material is treated in accordance with the provisions of this 6 Order. 7 8 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 9 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 10 designation of confidentiality at any time that is consistent with the Court’s 11 Scheduling Order. 12 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 13 resolution process under Local Rule 37-1 et seq. 14 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 15 joint stipulation pursuant to Local Rule 37-2. 16 6.4 The burden of persuasion in any such challenge proceeding shall be on 17 the Designating Party. Frivolous challenges, and those made for an improper purpose 18 (e.g., to harass or impose unnecessary expenses and burdens on other parties), may 19 expose the Challenging Party to sanctions. Unless the Designating Party has waived 20 or withdrawn the confidentiality designation, all parties shall continue to afford the 21 material in question the level of protection to which it is entitled under the Producing 22 Party’s designation until the Court rules on the challenge. 23 24 7. ACCESS TO AND USE OF PROTECTED MATERIAL 25 7.1 Basic Principles. A Receiving Party may use Protected Material that is 26 disclosed or produced by another Party or by a Non-Party in connection with this 27 Action only for prosecuting, defending or attempting to settle this Action. Such 1 conditions described in this Order. When the Action has been terminated, a Receiving 2 Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 3 Protected Material must be stored and maintained by a Receiving Party at a location 4 and in a secure manner that ensures that access is limited to the persons authorized 5 under this Order. 6 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 7 otherwise ordered by the court or permitted in writing by the Designating Party, a 8 Receiving Party may disclose any information or item designated “CONFIDENTIAL” 9 only to: 10 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 11 as employees of said Outside Counsel of Record to whom it is reasonably necessary to 12 disclose the information for this Action; 13 (b) the officers, directors, and employees (including House Counsel) of the 14 Receiving Party to whom disclosure is reasonably necessary for this Action; 15 (c) Experts (as defined in this Order) of the Receiving Party to whom 16 disclosure is reasonably necessary for this Action and who have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 (d) the court and its personnel; 19 (e) court reporters and their staff; 20 (f) professional jury or trial consultants, mock jurors, and Professional 21 Vendors to whom disclosure is reasonably necessary for this Action and who have 22 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 23 (g) the author or recipient of a document containing the information or a 24 custodian or other person who otherwise possessed or knew the information; 25 (h) during their depositions, witnesses and attorneys for witnesses, in the 26 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 27 requests that the witness sign the form attached as Exhibit A hereto; and (2) they will 1 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise agreed 2 by the Designating Party or ordered by the court. Pages of transcribed deposition 3 testimony or exhibits to depositions that reveal Protected Material may be separately 4 bound by the court reporter and may not be disclosed to anyone except as permitted 5 under this Stipulated Protective Order; and 6 (i) any mediator or settlement officer, and their supporting personnel, 7 mutually agreed upon by any of the parties engaged in settlement discussions. 8 7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 9 ONLY” Information or Items. Unless otherwise ordered by the court or permitted in 10 writing by the Designating Party, a Receiving Party may disclose any information or 11 item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” only 12 to: 13 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 14 as employees of said Outside Counsel of Record to whom it is reasonably necessary to 15 disclose the information for this Action; 16 (b) Experts (as defined in this Order) of the Receiving Party to whom 17 disclosure is reasonably necessary for this Action and who have signed the 18 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 19 (c) the court and its personnel; 20 (d) court reporters and their staff; 21 (e) professional jury or trial consultants, mock jurors, and Professional 22 Vendors to whom disclosure is reasonably necessary for this Action and who have 23 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 24 (f) the author or recipient of a document containing the information or a 25 custodian or other person who otherwise possessed or knew the information; 26 (g) during the depositions of individuals, witnesses and attorneys for 27 witnesses, in the Action to whom disclosures is reasonably necessary provided (1) the 1 and (2) they will not be permitted to keep any confidential information unless they 2 sign the “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless 3 otherwise agreed by the Designating Party or ordered by the Court. Pages of the 4 transcribed testimony or exhibits to depositions that reveal Protected Material may be 5 separately bound by the court reporter and may not be disclosed to anyone except as 6 permitted under this Stipulated Protective Order; 7 (h) during the depositions of organizations (as the term is used in Fed. R. 8 Civ. P. 30(b)(6)), officers and employees of the Designating Party and attorneys for 9 said officers and employees, in the Action to whom disclosure is reasonably necessary 10 provided: (1) the deposing party requests that the officer or employee sign the form 11 attached as Exhibit A hereto; and (2) they will not be permitted to keep any 12 confidential information unless they sign the “Acknowledgment and Agreement to Be 13 Bound” (Exhibit A), unless otherwise agreed by the Designating Party or ordered by 14 the court or unless the officer or employee was the author or recipient of such a 15 document or who otherwise possessed or knew the information (as referenced in 16 Section 7.3(f) above). Should the deposing party seek to disclose “HIGHLY 17 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” Information or Items to a fact 18 witness who is not an officer or employee of the Designating Party, permission must 19 be sought and received from the Designating Party prior to that disclosure. Pages of 20 transcribed deposition testimony or exhibits to depositions that reveal Protected 21 Material may be separately bound by the court reporter and may not be disclosed to 22 anyone except as permitted under this Stipulated Protective Order; and 23 (i) any mediator or settlement officer, and their supporting personnel, 24 mutually agreed upon by any of the parties engaged in settlement discussions. 25 26 27 1 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 2 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” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 6 ONLY,” that Party must: 7 (a) promptly notify in writing the Designating Party. Such notification shall 8 include a copy of the subpoena or court order; 9 (b) promptly notify in writing the party who caused the subpoena or order to 10 issue in the other litigation that some or all of the material covered by the subpoena or 11 order is subject to this Protective Order. Such notification shall include a copy of this 12 Stipulated Protective Order; and 13 (c) cooperate with respect to all reasonable procedures sought to be pursued 14 by the Designating Party whose Protected Material may be affected. 15 If the Designating Party timely seeks a protective order, the Party served with 16 the subpoena or court order shall not produce any information designated in this 17 action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 18 EYES ONLY” before a determination by the court from which the subpoena or order 19 issued, unless the Party has obtained the Designating Party’s permission. The 20 Designating Party shall bear the burden and expense of seeking protection in that 21 court of its confidential material and nothing in these provisions should be construed 22 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 23 directive from another court. 24 25 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 26 PRODUCED IN THIS LITIGATION 27 (a) The terms of this Order are applicable to information produced by a Non- 1 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information produced by 2 Non-Parties in connection with this Action is protected by the remedies and relief 3 provided by this Order. Nothing in these provisions should be construed as 4 prohibiting a Non-Party from seeking additional protections. 5 (b) In the event that a Party is required, by a valid discovery request, to produce 6 a Non-Party’s confidential information in its possession, and the Party is subject to an 7 agreement with the Non-Party not to produce the Non-Party’s confidential 8 information, then the Party shall: 9 (1) promptly notify in writing the Requesting Party and the Non-Party that 10 some or all of the information requested is subject to a confidentiality agreement with 11 a Non-Party; 12 (2) promptly provide the Non-Party with a copy of the Stipulated Protective 13 Order in this Action, the relevant discovery request(s), and a reasonably specific 14 description of the information requested; and 15 (3) make the information requested available for inspection by the Non- 16 Party, if requested. 17 (c) If the Non-Party fails to seek a protective order from this court within 14 18 days of receiving the notice and accompanying information, the Receiving Party may 19 produce the Non-Party’s confidential information responsive to the discovery request. 20 If the Non-Party timely seeks a protective order, the Receiving Party shall not produce 21 any information in its possession or control that is subject to the confidentiality 22 agreement with the Non-Party before a determination by the court. Absent a court 23 order to the contrary, the Non-Party shall bear the burden and expense of seeking 24 protection in this court of its Protected Material. 25 26 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 27 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 1 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 2 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 3 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 4 persons to whom unauthorized disclosures were made of all the terms of this Order, 5 and (d) request such person or persons to execute the “Acknowledgment and 6 Agreement to Be Bound” that is attached hereto as Exhibit A. 7 8 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 9 PROTECTED MATERIAL 10 When a Producing Party gives notice to Receiving Parties that certain 11 inadvertently produced material is subject to a claim of privilege or other protection, 12 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 13 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 14 may be established in an e-discovery order that provides for production without prior 15 privilege review. 16 If a Producing Party inadvertently discloses to a Receiving Party information 17 that is privileged, the Producing Party shall promptly upon the discovery of such 18 disclosure so advise the Receiving Party in writing and request that the item(s) of 19 information be returned, and no Party to this Action shall thereafter assert that such 20 disclosure waived any privilege. It is further agreed that the Receiving Party will 21 return such inadvertently produced item(s) of information and all copies thereof 22 within three (3) business days after receiving a written request for the return of such 23 item(s) of information. 24 25 12. MISCELLANEOUS 26 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 27 person to seek its modification by the Court in the future. 1 12.2 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 12.3 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 at issue. If a Party’s request to file Protected Material 10 under seal is denied by the court, then the Receiving Party may file the information in 11 the public record unless otherwise instructed by the court. 12 13 13. FINAL DISPOSITION 14 After the final disposition of this Action, as defined in paragraph 4, within sixty 15 (60) days of a written request by the Designating Party, each Receiving Party must 16 return all Protected Material to the Producing Party or destroy such material. As used 17 in this subdivision, “all Protected Material” includes all copies, abstracts, 18 compilations, summaries, and any other format reproducing or capturing any of the 19 Protected Material. Whether the Protected Material is returned or destroyed, the 20 Receiving Party must submit a written certification to the Producing Party (and, if not 21 the same person or entity, to the Designating Party) by the 60-day deadline that 22 (1) identifies (by category, where appropriate) all the Protected Material that was 23 returned or destroyed and (2) affirms that the Receiving Party has not retained any 24 copies, abstracts, compilations, summaries or any other format reproducing or 25 capturing any of the Protected Material. Notwithstanding this provision, Counsel are 26 entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, 27 and hearing transcripts, legal memoranda, correspondence, deposition and trial 1 || product, even if such materials contain Protected Material. Any such archival copies 2 || that contain or constitute Protected Material remain subject to this Protective Order as 3 set forth in Section 4 (DURATION). 4 5 |[/14. VIOLATION 6 Any violation of this Order may be punished by appropriate measures 7 |{including, without limitation, contempt proceedings and/or monetary sanctions. 8 9 | IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 10 11 |} DATED: January 3, 2019 KENDALL BRILL & KELLY LLP 12 13 14 By: /s/ Shauna E. Woods Shauna E. Woods 15 Attorneys for Plaintiff Le-Vel Brands, LLC 16 DATED: January 3, 2019 DLA PIPER LLP 17 18 19 By: /s/ Michael Geller 20 Michael Geller Attorneys for Defendant Thrive Market, Inc. 21 97 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 23 DATED: 1/3/2019 (Bly Hoe -—_—~ *6 "ALEXANDER F. MacKINNON 27 || United States Magistrate Judge 28

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, _____________________________ [print or type full name], of 5 _________________ [print or type full address], declare under penalty of perjury that 6 I have read in its entirety and understand the Stipulated Protective Order that was 7 issued by the United States District Court for the Central District of California on 8 [date] in the case of Le–Vel Brands, LLC v. Thrive Market, Inc., Case No. 2:17-cv- 9 08951 AFM (C.D. Cal.). I agree to comply with and to be bound by all the terms of 10 this Stipulated Protective Order and I understand and acknowledge that failure to so 11 comply could expose me to sanctions and punishment in the nature of contempt. I 12 solemnly promise that I will not disclose in any manner any information or item that is 13 subject to this Stipulated Protective Order to any person or entity except in strict 14 compliance with the provisions of this Order. I further agree to submit to the 15 jurisdiction of the United States District Court for the Central District of California for 16 enforcing the terms of this Stipulated Protective Order, even if such enforcement 17 proceedings occur after termination of this action. I hereby appoint 18 __________________________ [print or type full name] of 19 _______________________________________ [print or type full address and 20 telephone number] as my California agent for service of process in connection with 21 this action or any proceedings related to enforcement of this Stipulated Protective 22 Order. 23 Date: ______________________________________ 24 City and State where sworn and signed: _________________________________ 25 26 Printed name: _______________________________ 27