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7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9

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11 EDWARD HELDMAN III, AN ) Case No. 2:19-CV-08185-MCS- 12 INDIVIDUAL; COMEDYMX, INC., ) MAR A NEVADA CORPORATION; ) 13 COMEDYMX, LLC, A DELAWARE ) [PROPOSED] STIPULATED 14 LIMITED LIABILITY COMPANY; ) DISCOVERY PROTECTIVE ) ORDER 15 Plaintiff, ) 16 ) v. ) 17 ) 18 LARY ZERNER ) ) 19 Defendant. ) 20 ) 21 /// 22

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

9 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER 10 SEAL 11 The parties further acknowledge, as set forth in Section 12.3, below, that this 12 Stipulated Protective Order does not entitle them to file confidential information 13 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and 14 the standards that will be applied when a party seeks permission from the court to file 15 material under seal. 16 There is a strong presumption that the public has a right of access to judicial 17 proceedings and records in civil cases. In connection with non-dispositive motions, 18 good cause must be shown to support a filing under seal. See Kamakana v. City and 19 County of Honolulu,

(9th Cir. 2006), Phillips v. Gen. Motors 20 Corp.,

, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics, Inc., 21

(E.D. Wis. 1999) (even stipulated protective orders require good 22 cause showing), and a specific showing of good cause or compelling reasons with 23 proper evidentiary support and legal justification, must be made with respect to 24 Protected Material that a party seeks to file under seal. The parties’ mere designation 25 of Disclosure or Discovery Material as “CONFIDENTIAL” does not—without the 26 submission of competent evidence by declaration, establishing that the material 27 sought to be filed under seal qualifies as confidential, privileged, or otherwise 1 Further, if a party requests sealing related to a dispositive motion or trial, then 2 compelling reasons, not only good cause, for the sealing must be shown, and the relief 3 sought shall be narrowly tailored to serve the specific interest to be protected. See 4 Pintos v. Pacific Creditors Ass’n,

(9th Cir. 2010). For each 5 item or type of information, document, or thing sought to be filed or introduced under 6 seal in connection with a dispositive motion or trial, the party seeking protection must 7 articulate compelling reasons, supported by specific facts and legal justification, for 8 the requested sealing order. Again, competent evidence supporting the application to 9 file documents under seal must be provided by declaration. 10 Any document that is not confidential, privileged, or otherwise protectable in 11 its entirety will not be filed under seal if the confidential portions can be redacted. If 12 documents can be redacted, then a redacted version for public viewing, omitting only 13 the confidential, privileged, or otherwise protectable portions of the document, shall 14 be filed. Any application that seeks to file documents under seal in their entirety 15 should include an explanation of why redaction is not feasible. 16 2. DEFINITIONS 17 2.1 Action: This pending federal lawsuit, Edward Heldman III, et al., v. 18 Lary Zerner, No. 2:19-CV-08185-MCS-PJW. 19 2.2 Challenging Party: A Party or Non-Party that challenges the 20 designation of information or items under this Order. 21 2.3 “CONFIDENTIAL” Information or Items: Information (regardless 22 of how it is generated, stored or maintained) or tangible things that qualify for 23 protection under Federal Rule of Civil Procedure 26(c), and as specified above in the 24 Good Cause Statement. 25 26 2.5 Counsel: Outside Counsel of Record (as well as their support staff). 27 2.6 Designating Party: A Party or Non-Party that designates information 1 “CONFIDENTIAL.” 2 2.7 Disclosure or Discovery Material: all items or information, regardless 3 of the medium or manner in which it is generated, stored, or maintained (including, 4 among other things, testimony, transcripts, and tangible things), that are produced or 5 generated in disclosures or responses to discovery in this matter. 6 2.8 Expert: A person with specialized knowledge or experience in a matter 7 pertinent to the litigation who has been retained by a Party or its counsel to serve as 8 an expert witness or as a consultant in this Action. 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 15 party to this Action but are retained to represent or advise a party to this Action and 16 have appeared in this Action on behalf of that party or are affiliated with a law firm 17 that has 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 2.15 Protected Material: Any Disclosure or Discovery Material that is 1 2.16 Receiving Party: A Party that receives Disclosure or Discovery 2 Material from a Producing Party. 3 3. SCOPE 4 The protections conferred by this Stipulation and Order cover not only 5 Protected Material (as defined above), but also (1) any information copied or extracted 6 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 7 Protected Material; and (3) any testimony, conversations, or presentations by Parties, 8 Non-Parties, or their Counsel that might reveal Protected Material. 9 Any use of Protected Material at trial shall be governed by the orders of the 10 trial judge. This Order does not govern the use of Protected Material at trial. 11 4. DURATION 12 FINAL DISPOSITION of the action is defined as the conclusion of any 13 appellate proceedings, or, if no appeal is taken, when the time for filing of an appeal 14 has run. Except as set forth below, the terms of this protective order apply through 15 FINAL DISPOSITION of the action. The parties may stipulate that they will be 16 contractually bound by the terms of this agreement beyond FINAL DISPOSITION, 17 but will have to file a separate action for enforcement of the agreement once all 18 proceedings in this case are complete. 19 Once a case proceeds to trial, information that was designated as 20 “CONFIDENTIAL” or maintained pursuant to this protective order used or 21 introduced as an exhibit at trial becomes public and will be presumptively available 22 to all members of the public, including the press, unless compelling reasons supported 23 by specific factual findings to proceed otherwise are made to the trial judge in advance 24 of the trial. See Kamakana,

(distinguishing “good cause” 25 showing for sealing documents produced in discovery from “compelling reasons” 26 standard when merits-related documents are part of court record). Accordingly, for 27 such materials, the terms of this protective order do not extend beyond the 1 5. DESIGNATING PROTECTED MATERIAL 2 5.1 Exercise of Restraint and Care in Designating Material for 3 Protection. Each Party or Non-Party that designates information or items for 4 protection under this Order must take care to limit any such designation to specific 5 material that qualifies under the appropriate standards. The Designating Party must 6 designate for protection only those parts of material, documents, items or oral or 7 written communications that qualify so that other portions of the material, documents, 8 items or communications for which protection is not warranted are not swept 9 unjustifiably 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”)to each page that 1 protection, the Producing Party also must clearly identify the protected portion(s) 2 (e.g., by making appropriate markings in the margins). 3 A Party or Non-Party that makes original documents available for inspection 4 may, but need not, designate them for protection until after the Inspecting Party has 5 indicated which documents it would like copied and produced. During the inspection 6 and before the designation, all of the material made available for inspection shall be 7 deemed “CONFIDENTIAL.” After the Inspecting Party has identified the 8 documents it wants copied and produced, the Producing Party must determine which 9 documents, or portions thereof, qualify for protection under this Order. Then, before 10 producing the specified documents, the Producing Party must affix the 11 “CONFIDENTIAL legend” to each page that contains Protected Material. If only a 12 portion of the material on a page qualifies for protection, the Producing Party also 13 must clearly identify the protected portion(s) (e.g., by making appropriate markings 14 in the margins). 15 (b) for testimony given in depositions that the Designating Party identifies 16 the Disclosure or Discovery Material on the record, before the close of the deposition 17 all protected testimony. 18 (c) for information produced in some form other than documentary and for 19 any other tangible items, that the Producing Party affix in a prominent place on the 20 exterior of the container or containers in which the information is stored, or for 21 electronic files in the file name or accompanying correspondence, the legend 22 “CONFIDENTIAL.” If only a portion or portions of the information warrants 23 protection, the Producing Party, to the extent practicable, shall identify the protected 24 portion(s). 25 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 26 failure to designate qualified information or items does not, standing alone, waive the 27 Designating Party’s right to secure protection under this Order for such material. 1 efforts to assure that the material is treated in accordance with the provisions of this 2 Order. 3 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 4 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 5 designation of confidentiality at any time that is consistent with the Court’s 6 Scheduling Order. 7 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 8 resolution process under Local Rule 37.1 et seq. 9 6.3 Burden of Persuasion. The burden of persuasion in any such challenge 10 proceeding shall be on the Designating Party. Frivolous challenges, and those made 11 for an improper purpose (e.g., to harass or impose unnecessary expenses and burdens 12 on other parties) may expose the Challenging Party to sanctions. Unless the 13 Designating Party has waived or withdrawn the confidentiality designation, all parties 14 shall continue to afford the material in question the level of protection to which it is 15 entitled under the Producing Party’s designation until the Court rules on the challenge. 16 7. ACCESS TO AND USE OF PROTECTED MATERIAL 17 7.1 Basic Principles. A Receiving Party may use Protected Material that is 18 disclosed or produced by another Party or by a Non-Party in connection with this 19 Action only for prosecuting, defending or attempting to settle this Action. Such 20 Protected Material may be disclosed only to the categories of persons and under the 21 conditions described in this Order. When the Action has been terminated, a Receiving 22 Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 23 Protected Material must be stored and maintained by a Receiving Party at a 24 location and in a secure manner that ensures that access is limited to the persons 25 authorized under this Order. 26 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 27 otherwise ordered by the court or permitted in writing by the Designating Party, a 1 “CONFIDENTIAL” only to: 2 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well 3 as employees of said Outside Counsel of Record to whom it is reasonably necessary 4 to disclose the information for this Action; 5 (b) the officers, directors, and employees (including House Counsel) of the 6 Receiving Party to whom disclosure is reasonably necessary for this Action; 7 (c) experts (as defined in this Order) of the Receiving Party to whom 8 disclosure is reasonably necessary for this Action and who have signed the 9 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 10 (d) the court and its personnel; 11 (e) court reporters and their staff; 12 (f) professional jury or trial consultants, mock jurors, and Professional 13 Vendors to whom disclosure is reasonably necessary for this Action and who have 14 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 15 (g) the author or recipient of a document containing the information or a 16 custodian or other person who otherwise possesses or knows the information; 17 (h) during their depositions, witnesses, and attorneys for witnesses, in the 18 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 19 requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they will 20 not be permitted to keep any confidential information unless they sign the 21 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 22 agreed by the Designating Party or ordered by the court. Pages of transcribed 23 deposition testimony or exhibits to depositions that reveal Protected Material may be 24 separately bound by the court reporter and may not be disclosed to anyone except as 25 permitted under this Stipulated Protective Order; and 26 (i) any mediator or settlement officer, and their supporting personnel, 27 mutually agreed upon by any of the parties engaged in settlement discussions. 1 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 2 PRODUCED IN 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” that Party must: 6 (a) promptly notify in writing the Designating Party. Such notification shall 7 include a copy of the subpoena or court order; 8 (b) promptly notify in writing the party who caused the subpoena or order 9 to issue in the other litigation that some or all of the material covered by the subpoena 10 or order is subject to this Protective Order. Such notification shall include a copy of 11 this Stipulated Protective Order; and 12 (c) cooperate with respect to all reasonable procedures sought to be pursued 13 by the Designating Party whose Protected Material may be affected. 14 If the Designating Party timely seeks a protective order, the Party served with 15 the subpoena or court order shall not produce any information designated in this action 16 as “CONFIDENTIAL” before a determination by the court from which the subpoena 17 or order issued, unless the Party has obtained the Designating Party’s permission. The 18 Designating Party shall bear the burden and expense of seeking protection in that court 19 of its confidential material and nothing in these provisions should be construed as 20 authorizing or encouraging a Receiving Party in this Action to disobey a lawful 21 directive from another court.

22 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 23 PRODUCED IN THIS LITIGATION 24 (a) The terms of this Order are applicable to information produced by a 25 Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 26 produced by Non-Parties in connection with this litigation is protected by the 27 remedies and relief provided by this Order. Nothing in these provisions should be 1 (b) In the event that a Party is required, by a valid discovery request, to 2 produce a Non-Party’s confidential information in its possession, and the Party is 3 subject to an agreement with the Non-Party not to produce the Non-Party’s 4 confidential information, then the Party shall: 5 (1) promptly notify in writing the Requesting Party and the Non-Party 6 that some or all of the information requested is subject to a confidentiality agreement 7 with a Non-Party; 8 (2) promptly provide the Non-Party with a copy of the Stipulated 9 Protective Order in this Action, the relevant discovery request(s), and a reasonably 10 specific description of the information requested; and 11 (3) make the information requested available for inspection by the Non- 12 Party, if requested. 13 (c) If the Non-Party fails to seek a protective order from this court within 14 14 days of receiving the notice and accompanying information, the Receiving Party 15 may produce the Non-Party’s confidential information responsive to the discovery 16 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 17 not produce any information in its possession or control that is subject to the 18 confidentiality agreement with the Non-Party before a determination by the court. 19 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 20 of seeking protection in this court of its Protected Material. 21 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 22 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 23 Protected Material to any person or in any circumstance not authorized under this 24 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 25 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 26 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 27 persons to whom unauthorized disclosures were made of all the terms of this Order, 1 Agreement to Be Bound” that is attached hereto as Exhibit A.

2 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 3 PROTECTED MATERIAL 4 When a Producing Party gives notice to Receiving Parties that certain 5 inadvertently produced material is subject to a claim of privilege or other protection, 6 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 7 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 8 may be established in an e-discovery order that provides for production without prior 9 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 10 parties reach an agreement on the effect of disclosure of a communication or 11 information covered by the attorney-client privilege or work product protection, the 12 parties may incorporate their agreement in the stipulated protective order submitted 13 to the court. 14 12. MISCELLANEOUS 15 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 16 person to seek its modification by the Court in the future. 17 12.2 Right to Assert Other Objections. By stipulating to the entry of this 18 Protective Order, no Party waives any right it otherwise would have to object to 19 disclosing or producing any information or item on any ground not addressed in this 20 Stipulated Protective Order. Similarly, no Party waives any right to object on any 21 ground to use in evidence of any of the material covered by this Protective Order. 22 12.3 Filing Protected Material. A Party that seeks to file under seal any 23 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 24 only be filed under seal pursuant to a court order authorizing the sealing of the specific 25 Protected Material at issue. If a Party’s request to file Protected Material under seal 26 is denied by the court, then the Receiving Party may file the information in the public 27 record unless otherwise instructed by the court. 1 13. FINAL DISPOSITION 2 After the final disposition of this Action, as defined in paragraph 4, within 60 3 days of a written request by the Designating Party, each Receiving Party must return 4 all Protected Material to the Producing Party or destroy such material. As used in this 5 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 6 summaries, and any other format reproducing or capturing any of the Protected 7 Material. Whether the Protected Material is returned or destroyed, the Receiving 8 Party must submit a written certification to the Producing Party (and, if not the same 9 person or entity, to the Designating Party) by the 60 day deadline that (1) identifies 10 (by category, where appropriate) all the Protected Material that was returned or 11 destroyed and (2) affirms that the Receiving Party has not retained any copies, 12 abstracts, compilations, summaries or any other format reproducing or capturing any 13 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 14 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 15 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 16 reports, attorney work product, and consultant and expert work product, even if such 17 materials contain Protected Material. Any such archival copies that contain or 18 constitute Protected Material remain subject to this Protective Order as set forth in 19 Section 4 (DURATION). /// 20 /// 21 /// 22 23 24 25 26 27 1 14. VIOLATION 2 Any violation of this Order may be punished by appropriate measures 3 including, without limitation, contempt proceedings and/or monetary sanctions. 4 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 5 6 DATED: April 19, 2021 7 8 ________/s/_________________ United States Magistrate Judge 9 Margo A. Rocconi 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 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 on 7 __________, 2020, in the case of Edward Heldman III, et al., v. Lary Zerner, No. 8 2:19-CV-08185-MCS-PJW. I agree to comply with and to be bound by all the terms 9 of this Stipulated Protective Order and I understand and acknowledge that failure to 10 so comply could expose me to sanctions and punishment in the nature of contempt. I 11 solemnly promise that I will not disclose in any manner any information or item that 12 is subject to this Stipulated Protective Order to any person or entity except in strict 13 compliance with the 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 enforcing the terms of this Stipulated 16 Protective Order, even if such enforcement proceedings occur after termination of this 17 action. 18 I hereby appoint __________________________ [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