1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 11 JEFFREY ALLAN O’DONNELL CASE NO.: 2:20-cv-01095-JFW-PVCx Plaintiff, 12 v. 13 FORD MOTOR COMPANY, a Delaware PROTECTIVE ORDER Corporation; GALPIN MOTORS, INC., a 14 California Corporation; and DOES 1 through 10, inclusive, 15 Defendant. 16 17 18 In order to preserve and maintain the confidentiality of certain confidential, 19 commercial and/or proprietary documents and information produced or to be 20 produced by FORD MOTOR COMPANY (“Ford”) or by any party in this action, it 21 is ordered that: 22 1. The documents or information subject to this Stipulated Protective 23 Order contain confidential business information, trade secrets and/or private 24 information of Ford, or contain the personally identifiable information of customers 25 of Ford (“Protected Information”), and are the subject of certain discovery requests 26 in this matter. Good cause exists for this Stipulated Protective Order because the 27 producing party (here, Ford) has a legitimate interest in protecting this information, 1 and it is not the type of information that is generally made known to the public or 2 outside of Ford’s business. Documents or information known to be subject to this 3 Stipulated Protective Order, at this time, include warranty policy manuals, customer 4 service or reacquired vehicle manuals or policies and procedures, warranty claim 5 information, and personally identifiable information regarding customers or 6 individuals who are not parties to this litigation. Any other future documents or 7 information produced by either party not mentioned here may be subject to this 8 Stipulated Protective Order. These types of documents and information are subject 9 to protection under Federal Rule of Civil Procedure 26(c) which authorizes this 10 Honorable Court to make any order that justice requires to protect a party or person 11 from unwarranted annoyance, embarrassment, or oppression, or undue burden and 12 expense. See Phillips exrel. Estates of Byrd v. Gen. Motors Corp.,

, 13 1213–14 (9th Cir. 2002). The parties do not dispute the necessity of this Stipulated 14 Protective Order in this instance. However, the parties acknowledge that this 15 Stipulated Protective Order dos not confer blanket protections and, as set forth 16 below, does not entitle them to file confidential information under seal, the 17 procedure of which is set forth in the Local Rules. 18 2. Ford submits that its Protected Information should be subject to this 19 Stipulated Protected Order because if it becomes available in the public domain, 20 competitors of Ford could gain an understanding of, among other things, the policies, 21 processes, procedures, and techniques Ford utilizes to design, develop, investigate 22 and evaluate its products, customer concerns, and repurchase efforts. The 23 uncontrolled dissemination of the documents and information could cause 24 competitive harm to Ford. The Protected Information is a valuable commodity to 25 Ford and this value could be undermined through public dissemination. With 26 respect to personally identifiable information of customers or individuals, including 27 1 those who are not parties to this case, there is an expectation of privacy and 2 protection of said information that merits protection of that information by use of 3 this Stipulated Protective Order. 4 3. Documents or information to be produced or provided by Ford or any 5 party in this litigation that contain confidential, commercially sensitive, private 6 personal information and/or proprietary information may be designated as 7 confidential by marking or placing the applicable notice “Subject to Protective 8 Order,” or “Confidential,” or substantially similar language on media containing the 9 documents, on the document itself, or on a copy of the document, in such a way that 10 it does not obscure the text or other content of the document. 11 4. As used in this Order, the terms “documents” or “information” mean 12 all written material, electronic data, videotapes, and all other tangible items, 13 produced in whatever format (e.g., hard copy, electronic, digital, etc.) and on 14 whatever media (e.g., hard copy, videotape, computer diskette, CD-ROM, DVD, by 15 secure electronic transmission, hard drive or otherwise). 16 5. Documents or information designated as “Subject to Protective Order,” 17 or “Confidential” or substantially similar language in accordance with the provisions 18 of this Order (“Protected Documents” or “Protected Information”) shall only be 19 used, shown, or disclosed as provided in this Order. However, nothing in this Order 20 shall limit a party’s use or disclosure of its, his or her own information designated 21 as a Protected Document or Protected Information. 22 6. If a receiving party disagrees with the “Protected” designation of any 23 document or information, the parties will adhere to and follow the procedure 24 outlined in LR 37.1 of the Central District of California in an effort to resolve the 25 dispute. The Protected Documents or Information at issue will continue to be treated 26 27 1 as a Protected Document pending determination by the Court as to the confidential 2 status. 3 7. Protected Documents and any copies thereof shall be maintained 4 confidential by the persons authorized to receive the documents pursuant to 5 paragraph 6 and shall be used only for prosecuting, defending, or attempting to settle 6 this litigation, subject to the limitations set forth herein. 7 8. Unless otherwise ordered by the Court or permitted in writing by the 8 Designating/Producing Party, a Receiving Party may disclose Protected Documents 9 only to “Qualified Persons,” who are: 10 a. The Parties Counsel of Record in this matter, as well as 11 employees of said Counsel of Record to whom it is reasonably 12 necessary to disclose the information for this matter. Employees 13 of Counsel of Record shall be bound to this Stipulated Protective 14 Order by the signature of Counsel of Record; 15 b. Non-attorney experts or non-attorney consultants of the 16 Receiving Party to whom disclosure is reasonably necessary for 17 this matter and who have signed the “Written Assurance” 18 (Exhibit A), provided that no disclosure shall be made to any 19 expert or consultant who is employed by a competitor of Ford; 20 c. The Court and its personnel; 21 d. Court reporters and their staff; 22 e. Professional jury or mock trial consultants, mock jurors 23 (except that mock jurors will not retain hard or electronic copies 24 of Protected Documents at the conclusion of mock proceedings), 25 and a vendor hired by a party to host data and maintain a database 26 of electronic data or perform other work related to the collection, 27 1 review, or production of documents in the case, to whom 2 disclosure is reasonably necessary and who have signed the 3 “Written Assurance” attached as Exhibit A hereto; 4 f. The author or recipient of a document containing the 5 information, or any other person agreed to in writing by the 6 parties who have signed the “Written Assurance” attached as 7 Exhibit A hereto; 8 g. During their depositions, witnesses, and attorneys for 9 witnesses, in the matter, and consistent with Sub-Paragraph (g), 10 provided: (i) the deposing party requests that the witness sign 11 the Exhibit A “Written Assurance;” and (ii) they will not be 12 permitted to keep any confidential information unless they sign 13 the Exhibit A “Written Assurance,” unless otherwise agreed by 14 the Designating Party or ordered by the Court. Pages of 15 transcribed deposition testimony or exhibits to depositions that 16 reveal Protected Documents may be separately bound by the 17 court reporter and may not be disclosed to anyone except as 18 permitted under this Stipulated Protective Order; and 19 h. Any mediator or settlement officer, and their supporting 20 personnel, mutually agreed upon by any of the parties engaged 21 in settlement discussions. 22 9. The receiving party must store and maintain Protected Documents at a 23 location and/or in a secure manner that ensures that access is limited to the persons 24 authorized under this Order. 25 10. The Receiving Party shall retain each such executed Written Assurance 26 and shall keep a list identifying (a) all persons described in paragraphs 8(b), 8(e), 27 1 and 8(f) above to whom Protected Documents have been disclosed, and (b) all 2 Protected Documents disclosed to such persons. The Receiving Party shall keep a 3 list identifying all attorneys employed with the Parties’ counsel of record to whom 4 Protected Documents have been disclosed. Each such executed Written Assurance 5 and list shall be submitted to counsel for Ford upon Order of the Court requiring 6 production. However, for non-attorney consulting experts who were not designated 7 as testifying experts, the Receiving Party may redact the name, address, and 8 signature of the consultant before disclosing the executed Exhibit A and document 9 list for that person. To the extent the “Qualified Persons” described in paragraphs 10 8(b) and 8(f) above include privileged non-testifying expert consultants or privileged 11 non-testifying consultants, the Receiving Party shall retain each such executed 12 Exhibit A and shall keep a list identifying (a) all such non-testifying expert 13 consultants/consultants described in paragraphs 8(b) and 8(f) above to whom 14 Protected Documents have been disclosed, and (b) all Protected Documents 15 disclosed to such persons. In the event that the Producing Party seeks to compel the 16 production of each unredacted and executed Exhibit A, for good cause, the parties 17 will adhere to the procedure outlined in LR 37.1 of the Central District of California 18 prior to filing any motion. 19 11. As the Protected Documents may only be distributed to Qualified 20 Persons, Qualified Persons may not post Protected Documents on any website or 21 internet accessible document repository, excepting a secure vendor hosted review 22 platform for the sole purpose of reviewing the information for the subject case and 23 not for any other purpose, and shall not under any circumstance sell, offer for sale, 24 advertise, or publicize either the Protected Documents and the Confidential 25 information contained therein or the fact that such persons have obtained Ford’s (or 26 the producing party’s) Protected Documents and confidential information. 27 1 12. To the extent that Protected Documents or information obtained 2 therefrom are used in written discovery or in the taking of depositions (including 3 exhibits) or other pretrial discovery or testimony and/or used as exhibits at trial, such 4 documents or information shall remain subject to the provisions of this Order, 5 including any transcript pages of the deposition testimony and/or trial testimony 6 dealing with, referring to or referencing the Protected Documents or information. 7 Designation of the portion of the transcript (including exhibits) which contains 8 references to Protected Documents or information shall be made (i) by a statement 9 to such effect on the record during the proceeding in which the testimony is received, 10 or (ii) by written notice served on counsel of record in this Litigation within thirty 11 (30) business days after the receipt of the draft or final transcript (whichever is 12 received earlier) of such proceeding (as used herein, the term “draft transcript” does 13 not include an ASCII or rough transcript). However, before such thirty (30) day 14 period expires, all testimony, exhibits and transcripts of depositions or other 15 testimony shall be treated as Protected Documents. All portions of transcripts not 16 designated as Confidential within the time frame provided herein shall be deemed 17 not confidential. 18 13. If any party disagrees with the designation of all or part of a deposition 19 transcript designated as “Protected” pursuant to Paragraph 10 above, the parties will 20 adhere to and follow the procedure outlined in LR 37.1 of the Central District of 21 California in an effort to resolve the dispute. The designated deposition testimony at 22 issue, and any related exhibits, will continue to be treated as a Protected Document 23 pending determination by the Court as to the confidential status. 24 14. All documents that are filed with the Court that contain any portion of 25 any Protected Document or information taken from any Protected Document shall 26 be filed under seal by following the protocols for sealed filings in this Court (LR 27 1 79.5 of the Central District of California). However, if a party believes that 2 documents designated as Protected Documents cannot or should not be sealed, 3 pursuant to the protocols and rules in this Court, then the parties will adhere to and 4 follow the procedure outlined by this Court and the Central District Local Rules. 5 Absent written permission from the producing party or a court Order denying a 6 motion to seal, a receiving party may not file in the public record any Protected 7 Documents. 8 15. After the final disposition of this Action, within sixty (60) days of a 9 written request by the Designating Party, each Receiving Party must return all 10 Protected Material to the Producing Party or destroy such material. As used in this 11 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 12 summaries, and any other format reproducing or capturing any of the Protected 13 Material. Whether the Protected Material is returned or destroyed, the Receiving 14 Party must submit a written certification to the Producing Party (and, if not the same 15 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 16 (by category, where appropriate) all the Protected Material that was returned or 17 destroyed and (2) affirms that the Receiving Party has not retained any copies, 18 abstracts, compilations, summaries or any other format reproducing or capturing any 19 of the Protected Material. Notwithstanding this provision, Counsel of record are 20 entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, 21 and hearing transcripts, legal memoranda, correspondence, deposition and trial 22 exhibits, expert reports, attorney work product, and consultant and expert work 23 product, even if such materials contain Protected Material. Any such archival copies 24 that contain or constitute Protected Material remain subject to this Protective Order. 25 Final disposition shall be deemed to be the later of (1) dismissal of all claims and 26 defenses in this Action, with or without prejudice; and (2) final judgment herein after 27 1 the completion and exhaustion of all appeals, rehearings, remands, trials, or reviews 2 of this Action, including the time limits for filing any motions or applications for 3 extension of time pursuant to applicable law. 4 16. Inadvertent or unintentional production of documents or information 5 containing confidential information that should have been designated as Protected 6 Document(s) shall not be deemed a waiver in whole or in part of the party's claims 7 of confidentiality. 8 17. The parties may disclose and produce responsive documents to each 9 other in this litigation and seek to do so without risking waiver of any attorney-client 10 privilege, work product or other applicable privilege or protection. As such, the 11 parties will adhere to the following procedures with regard to the production of 12 privileged or protected material, should that occur: 13 a. The production of documents (including both paper documents 14 and electronically stored information or “ESI”) subject to 15 protection by the attorney-client and/or work product doctrine or 16 by another legal privilege protecting information from discovery, 17 shall not constitute a waiver of any privilege or other protection, 18 provided that the producing party notifies the receiving party, in 19 writing, of the production after its discovery of the same. 20 b. If the producing party notifies the receiving party after discovery 21 that privileged materials (hereinafter referred to as the “Identified 22 Materials”) have been produced, the Identified Materials and all 23 copies of those materials shall be returned to the producing party 24 or destroyed or deleted, on request of the producing party. The 25 producing party will provide a privilege log providing 26 information upon request or if required pursuant to Federal Rule 27 1 of Civil Procedure Rule 26(b)(5) and applicable case law to the 2 receiving party at the time the producing party provides the 3 receiving party notice of the Identified Materials. If the receiving 4 party has any notes or other work product reflecting the contents 5 of the Identified Materials, the receiving party will not review or 6 use those materials unless a court later designates the Identified 7 Materials as not privileged or protected. 8 c. The Identified Materials shall be deleted from any systems used 9 to house the documents, including document review databases, 10 e-rooms and any other location that stores the documents. The 11 receiving party may make no use of the Identified Materials 12 during any aspect of this matter or any other matter, including in 13 depositions or at trial, unless the documents have been 14 designated by a court as not privileged or protected. 15 d. The contents of the Identified Materials shall not be disclosed to 16 anyone who was not already aware of the contents of them before 17 the notice was made. The receiving party must take reasonable 18 steps to retrieve the Identified Materials if the receiving party 19 disclosed the Identified Materials before being notified. 20 e. If any receiving party is in receipt of a document from a 21 producing party which the receiving party has reason to believe 22 is privileged, the receiving party shall in good faith take 23 reasonable steps to promptly notify the producing party of the 24 production of that document so that the producing party may 25 make a determination of whether it wishes to have the documents 26 returned or destroyed pursuant to this Stipulation and Order. 27 1 f. The party returning the Identified Materials may move the Court 2 for an order compelling production of some or all of the 3 Identified Material returned or destroyed, but the basis for such 4 motion may not be based on the fact or circumstances of the 5 production. 6 g. The disclosure of Identified Materials in this action is not a 7 waiver of the attorney-client privilege, work product doctrine or 8 any other asserted privilege in any other federal or state 9 proceeding, pursuant to Federal Rules of Evidence Rule 502(d). 10 18. No provision of this stipulated order shall constitute a concession by 11 any party that any documents are subject to protection by the attorney-client 12 privilege, the work product doctrine or any other potentially applicable privilege or 13 doctrine. No provision of this stipulated order is intended to waive or limit in any 14 way either party’s right to contest any privilege claims that may be asserted with 15 respect to any of the documents produced except to the extent set forth herein. 16 19. In the event that a party produces a document without a confidentiality 17 designation as permitted by this Order, the following procedures shall apply: 18 a. The producing party shall, within fourteen (14) days of the 19 discovery of the disclosure, notify the other party in writing. The 20 party receiving such notice shall promptly destroy the document, 21 including any copies it has, or return the document on request of 22 the producing party. Within ten (10) days after such document 23 is returned or its destruction certified, the producing party will 24 produce a new version of any such document that was returned 25 or destroyed, which will contain the appropriate confidentiality 26 designation. 27 1 b. If the receiving party disputes the producing party’s claim of 2 confidentiality, that party may move the Court to challenge the 3 confidential designation in accordance with Paragraph 4 of this 4 Order. If the receiving party elects to file such a motion, the 5 receiving party may retain possession of the document, but shall 6 treat it in accordance with the terms of the Protective Order 7 pending resolution of the motion. If the receiving party's motion 8 is denied, the parties shall promptly comply with Paragraph 17(a) 9 of this Order. 10 c. The production of such document does not constitute a waiver of 11 any claim of confidentiality as set forth in this order or any other 12 matter in any other jurisdiction, unless otherwise ordered by the 13 Court. 14 20. This Protective Order may not be waived, modified, abandoned, or 15 terminated, in whole or part, except by an instrument in writing signed by the parties. 16 If any provision of this Protective Order shall be held invalid for any reason 17 whatsoever, the remaining provisions shall not be affected thereby. 18 21. After termination of this litigation, the provisions of this Order shall 19 continue to be binding. This Court retains and shall have jurisdiction over the parties 20 and recipients of the Protected Documents for enforcement of the provisions of this 21 Order following termination of this litigation. 22 22. This Protective Order shall be binding upon the parties hereto, upon 23 their attorneys, and upon the parties’ and their attorneys’ successors, executors, 24 personal representatives, administrators, heirs, legal representatives, assigns, 25 subsidiaries, divisions, employees, agents, independent contractors, or other persons 26 or organizations over which they have control. 27 l 23. It is further agreed that the language and terms of this Stipulated 2 || Protective Order are based on negotiation and compromise for purposes of use in 3 |I this case only. The terms of this Stipulated Protective Order shall not be deemed as 4 precedent with respect to negotiation of protective order terms in any future litigation 5 involving the parties and/or their counsel. 6 7 || GOOD CAUSE HAVING BEEN SHOWN BY THE PARTIES’ STIPULATION, 8 IS SO ORDERED. 9 10 |! Dated: March 8, 2021 fui. We 11 HON. PEDRO V. CASTILLO 1D UNITED STATES MAGISTRATE JUDGE

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1 UNITED STATES DISTRICT COURT 2 CENTRAL DISTRICT OF CALIFORNIA 3

4 JEFFREY ALLAN O’DONNELL, CASE NO.: CV 20-1095-JFW(PVCx) 5 Plaintiff, 6

7 v.

8 FORD MOTOR COMPANY, a 9 Delaware Corporation; GALPIN EXHIBIT A MOTORS, INC., a California 10 Corporation; and DOES 1 through 10, 11 inclusive,

12 Defendants. 13

14

15

16

17 AFFIDAVIT OF _______________________________________, being 18 19 duly sworn and personally appearing before the undersigned attesting officer, duly 20 authorized by law to administer oaths, deposes, and says that the within statements 21 are true and correct: 22 23 1. 24 I have read the Stipulated Protective Order attached hereto, and I understand 25 its terms and meanings. 26 27 2. 1 I agree that my signature below submits me to the jurisdiction of the Central 2 District Court of California, in the above captioned case and binds me to the 3 4 provisions of the Stipulated Protective Order, including to all promises undertaken 5 in the Order, as if originally agreed by me. 6 Further Affiant sayeth not. 7 8 9 This ______ day of _______________________, 20___. 10 11 ___________________________________ 12 AFFIANT 13 14 SUBSCRIBED AND SWORN to before me this ___ day of _________________, ____. 15 16 _____________________________________ 17 NOTARY PUBLIC 18 Name: ________________________________ No.: __________________________________ 19 My Commission Expires: ________________ 20 21 22 23 24 25 26 27