1 2 3 4 5 6 7 8 9 10 11 UNITED STATES DISTRICT COURT 12 CENTRAL DISTRICT OF CALIFORNIA 13 14 || FOREVER FOUNDATIONS & Case No. 8:21-cv-00279-DOC-JDEx FRAME, LLC, a California limited 15 liability company, PROTECTIVE ORDER 16 Plaintiff,

SERTA SIMMONS BEDDING, LLC 19 | a Delaware limited liability company; 50 and DOES 1 through 10, inclusive, Defendants. 22 23 24 Pursuant to the parties’ Stipulation (Dkt. 13), and for good cause shown, the 25 || Court finds and orders as follows. 26 || /// 27 /// 28 PROTECTIVE ORDER; 8:21-cv-00279-DOC-JDE

1 Having considered the Stipulation of the parties for a Protective Order, and 2 || GOOD CAUSE APPEARING, the Court now orders as follows: 3 The parties acknowledge that this Order does not confer blanket protections 4 || on all disclosures or responses to discovery and that the protection it affords from 5 || public disclosure and use extends only to the limited information or items that are 6 || entitled to confidential treatment under the applicable legal principles. 7 1. GOOD CAUSE STATEMENT 8 This action ts likely to involve commercial, financial, and/or proprietary 9 || information for which special protection from public disclosure and from use for 10 || any purpose other than prosecution of this action is warranted. Such confidential 11 || and proprietary materials and information consist of, among other things, 12 || confidential business or financial information, information regarding confidential 13 || business practices, or other confidential research, development, or commercial 14 || information (including information implicating privacy rights of third parties), 15 || information otherwise generally unavailable to the public, or which may be 16 || privileged or otherwise protected from disclosure under state or federal statutes, 17 || court rules, case decisions, or common law. Accordingly, to expedite the flow of 18 || information, to facilitate the prompt resolution of disputes over confidentiality of 19 || discovery materials, to adequately protect information the parties are entitled to 20 || keep confidential, to ensure that the parties are permitted reasonable necessary uses 21 || of such material in preparation for and in the conduct of trial, to address their 22 || handling at the end of the litigation, and serve the ends of justice, a protective order 23 || for such information is justified in this matter. It is the intent of the parties that 24 || information will not be designated as confidential for tactical reasons and that 25 || nothing be so designated without a good faith belief that it has been maintained in a 26 || confidential, non-public manner, and there is good cause why it should not be part 27 || of the public record of this case. 28 -|- TAT TTT PROPOSED PROTECTIVE ORDER,

1 || 2. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 2 The parties further acknowledge, as set forth in Section 14.3, below, that this 3 || Stipulated Protective Order does not entitle them to file confidential information 4 || under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 5 || and the standards that will be applied when a party seeks permission from the court 6 || to file material under seal. There is a strong presumption that the public has a right 7 || of access to judicial proceedings and records in civil cases. In connection with non- 8 || dispositive motions, good cause must be shown to support a filing under seal. See 9 || Kamakana v. City and County of Honolulu,

(9th Cir. 2006), 10 || Phillips v. Gen. Motors Corp.,

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

(E.D. Wis. 1999) (even 12 || stipulated protective orders require good cause showing), and a specific showing of 13 || good cause or compelling reasons with proper evidentiary support and legal 14 || justification, must be made with respect to Protected Material that a party seeks to 15 || file under seal. The parties’ mere designation of Disclosure or Discovery Material 16 || as CONFIDENTIAL does not—without the submission of competent evidence by 17 || declaration, establishing that the material sought to be filed under seal qualifies as 18 || confidential, privileged, or otherwise protectable—constitute good cause. 19 Further, if a party requests sealing related to a dispositive motion or trial, 20 || then compelling reasons, not only good cause, for the sealing must be shown, and 21 || the relief sought shall be narrowly tailored to serve the specific interest to be 22 || protected. See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 23 || 2010). For each item or type of information, document, or thing sought to be filed 24 || or introduced under seal, the party seeking protection must articulate compelling 25 || reasons, supported by specific facts and legal justification, for the requested sealing 26 || order. Again, competent evidence supporting the application to file documents 27 || under seal must be provided by declaration. 28 -2- PROTECTIVE ORDER;

1 Any document that 1s not confidential, privileged, or otherwise protectable in 2 || its entirety will not be filed under seal if the confidential portions can be redacted. 3 || If documents can be redacted, then a redacted version for public viewing, omitting 4 || only the confidential, privileged, or otherwise protectable portions of the document, 5 || shall be filed. Any application that seeks to file documents under seal in their 6 || entirety should include an explanation of why redaction is not feasible. 7 | 3. DEFINITIONS 8 4.1 Action: this pending federal lawsuit, Forever Foundations & Frame, 9 || LLC v. Serta Simmons Bedding, LLC, Case No. 8:21-cv-00279-DOC-JDE. 10 4.2 Challenging Party: a Party or Non-Party that challenges the 11 || designation of information or items under this Order. 12 43. “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 Counsel: Outside Counsel of Record and House Counsel (as well as 17 || their support staff). 18 4.5 Designating Party: a Party or Non-Party that designates information or 19 || items that it produces in disclosures or in responses to discovery as 20 |) “CONFIDENTIAL.” 21 4.6 Disclosure or Discovery Material: all items or information, regardless 22 || of 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 24 || or generated in disclosures or responses to discovery. 25 4.7 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 27 || an expert witness or as a consultant in this Action. 28 || /// -3- PROTECTIVE ORDER;

1 4.8 House Counsel: attorneys who are employees of a party to this Action. 2 || House Counsel does not include Outside Counsel of Record or any other outside 3 || counsel. 4 4.9 Non-Party: any natural person, partnership, corporation, association or 5 || other legal entity not named as a Party to this action. 6 4.10 Outside Counsel of Record: attorneys who are not employees of a 7 || party to this Action but are retained to represent a party to this Action and have 8 || appeared in this Action on behalf of that party or are affiliated with a law firm that 9 || has appeared on behalf of that party, and includes support staff. 10 4.11 Party: any party to this Action, including all of its officers, directors, 11 || employees, consultants, retained experts, and Outside Counsel of Record (and their 12 || support staffs). 13 4.12 Producing Party: a Party or Non-Party that produces Disclosure or 14 || Discovery Material in this Action. 15 4.13 Professional Vendors: persons or entities that provide litigation 16 || support services (e.g., photocopying, videotaping, translating, preparing exhibits or 17 || demonstrations, and organizing, storing, or retrieving data in any form or medium) 18 || and their employees and subcontractors. 19 4.14 Protected Material: any Disclosure or Discovery Material that is 20 || designated as “CONFIDENTIAL.” 21 4.15 Receiving Party: a Party that receives Disclosure or Discovery 22 || Material from a Producing Party. 234. SCOPE 24 The protections conferred by this Stipulation and Order cover not only 25 || Protected Material (as defined above), but also (1) any information copied or 26 || extracted from Protected Material; (2) all copies, excerpts, summaries, or 27 || compilations of Protected Material; and (3) any testimony, conversations, or 28 || presentations by Parties or their Counsel that might reveal Protected Material.

1 Any use of Protected Material at trial shall be governed by the orders of the 2 || trial judge and other applicable authorities. This Order does not govern the use of 3 || Protected Material at trial. 4 || 5. DURATION 5 Once a case proceeds to trial, information that was designated as 6 || CONFIDENTIAL or maintained pursuant to this protective order used or 7 || introduced as an exhibit at trial becomes public and will be presumptively available 8 || to all members of the public, including the press, unless compelling reasons 9 || supported by specific factual findings to proceed otherwise are made to the trial 10 || judge in advance of the trial. See Kamakana,

(distinguishing 11 || “good cause” showing for sealing documents produced in discovery from 12 || “compelling reasons” standard when merits-related documents are part of court 13 || record). Accordingly, the terms of this protective order do not extend beyond the 14 || commencement of the trial. 15 || 6. DESIGNATING PROTECTED MATERIAL 16 6.1 Exercise of Restraint and Care in Designating Material for Protection. 17 || Each Party or Non-Party that designates information or items for protection under 18 || this Order must take care to limit any such designation to specific material that 19 || qualifies under the appropriate standards. The Designating Party must designate for 20 || protection only those parts of material, documents, items or oral or written 21 || communications that qualify so that other portions of the material, documents, 22 || items or communications for which protection is not warranted are not swept 23 || unjustifiably within the ambit of this Order. 24 Mass, indiscriminate or routinized designations are prohibited. Designations 25 || that are shown to be clearly unjustified or that have been made for an improper 26 || purpose (e.g., to unnecessarily encumber the case development process or to 27 || impose unnecessary expenses and burdens on other parties) may expose the 28 || Designating Party to sanctions.

1 If it comes to a Designating Party’s attention that information or items that it 2 || designated for protection do not qualify for protection, that Designating Party must 3 || promptly notify all other Parties that it is withdrawing the inapplicable designation. 4 6.2. Manner and Timing of Designations. Except as otherwise provided in 5 || this Order, or as otherwise stipulated or ordered, Disclosure of Discovery Material 6 || that qualifies for protection under this Order must be clearly so designated before 7 || the material is disclosed or produced. 8 Designation in conformity with this Order requires: 9 (a) for information in documentary form (e.g., paper or electronic 10 || documents, but excluding transcripts of depositions or other pretrial or trial 11 || proceedings), that the Producing Party affix at a minimum, the legend 12 || “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 13 || contains protected material. If only a portion of the material on a page qualifies for 14 || protection, the Producing Party also must clearly identify the protected portion(s) 15 || (e.g., by making appropriate markings in the margins). 16 A Party or Non-Party that makes original documents available for inspection 17 || need not designate them for protection until after the inspecting Party has indicated 18 || which documents it would like copied and produced. During the inspection and 19 || before the designation, all of the material made available for inspection shall be 20 || deemed “CONFIDENTIAL.” After the inspecting Party has identified the 21 || documents it wants copied and produced, the Producing Party must determine 22 || which documents, or portions thereof, qualify for protection under this Order. Then, 23 || before producing the specified documents, the Producing Party must affix the 24 || “CONFIDENTIAL legend” to each page that contains Protected Material. If only a 25 || portion of the material on a page qualifies for protection, the Producing Party also 26 || must clearly identify the protected portion(s) (e.g., by making appropriate markings 27 || in the margins). 28 | /// -6- PROTECTIVE ORDER;

1 (b) for testimony given in depositions that the Designating Party 2 || identifies the Disclosure or Discovery Material on the record, before the close of 3 || the deposition all protected testimony. 4 (c) for information produced in some form other than documentary and 5 || for any other tangible items, that the Producing Party affix in a prominent place on 6 || the exterior of the container or containers in which the information is stored the 7 || legend “CONFIDENTIAL.” If only a portion or portions of the information 8 || warrants protection, the Producing Party, to the extent practicable, shall identify the 9 || protected portion(s). 10 6.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 11 || failure to designate qualified information or items does not, standing alone, waive 12 || the Designating Party’s right to secure protection under this Order for such 13 || material. Upon timely correction of a designation, the Receiving Party must make 14 || reasonable efforts to assure that the material is treated in accordance with the 15 || provisions of this Order. 16 || 7. CHALLENGING CONFIDENTIALITY DESIGNATIONS 17 7.1. Timing of Challenges. Any Party or Non-Party may challenge a 18 || designation of confidentiality at any time that is consistent with the Court’s 19 || Scheduling Order. 20 7.2 Meet and Confer. The Challenging Party shall initiate the dispute 21 || resolution process under Local Rule 37-1 et seq. 22 7.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 23 || joint stipulation pursuant to Local Rule 37-2. 24 7.4 The burden of persuasion in any such challenge proceeding shall be on 25 || the Designating Party. Frivolous challenges, and those made for an improper 26 || purpose (e.g., to harass or impose unnecessary expenses and burdens on other 27 || parties) may expose the Challenging Party to sanctions. Unless the Designating 28 || Party has waived or withdrawn the confidentiality designation, all parties shall

1 || continue to afford the material in question the level of protection to which it is 2 || entitled under the Producing Party’s designation until the Court rules on the 3 || challenge. 4 | 8. ACCESS TO AND USE OF PROTECTED MATERIAL 5 8.1 Basic Principles. A Receiving Party may use Protected Material that is 6 || disclosed or produced by another Party or by a Non-Party in connection with this 7 || Action only for prosecuting, defending or attempting to settle this Action. Such 8 || Protected Material may be disclosed only to the categories of persons and under the 9 || conditions described in this Order. When the Action has been terminated, a 10 || Receiving Party must comply with the provisions of section 15 below (FINAL 11 |) DISPOSITION). 12 Protected Material must be stored and maintained by a Receiving Party at a 13 || location and in a secure manner that ensures that access is limited to the persons 14 || authorized under this Order. 15 8.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 16 || otherwise ordered by the court or permitted in writing by the Designating Party, a 17 || Receiving Party may disclose any information or item designated 18 | “CONFIDENTIAL” only to: 19 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 20 || well as employees of said Outside Counsel of Record to whom it is reasonably 21 || necessary to disclose the information for this Action; 22 (b) the officers, directors, and employees (including House Counsel) of 23 || the Receiving Party to whom disclosure is reasonably necessary for this Action; 24 (c) Experts (as defined in this Order) of the Receiving Party to whom 25 || disclosure is reasonably necessary for this Action and who have signed the 26 || “Acknowledgment and Agreement to Be Bound” (Exhibit A); 27 (d) the court and its personnel; 28 (e) court reporters and their staff;

1 (f) professional jury or trial consultants, mock jurors, and Professional 2 || Vendors to whom disclosure is reasonably necessary for this Action and who have 3 || signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 4 (g) the author or recipient of a document containing the information or 5 || a custodian or other person who otherwise possessed or knew the information; 6 (h) during their depositions, witnesses, and attorneys for witnesses, in 7 || the Action to whom disclosure is reasonably necessary provided: (1) the deposing 8 || party requests that the witness sign the form attached as Exhibit A hereto; and (2) 9 || they will not be permitted to keep any confidential information unless they sign the 10 || “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 11 || agreed by the Designating Party or ordered by the court. Pages of transcribed 12 || deposition testimony or exhibits to depositions that reveal Protected Material may 13 || be separately bound by the court reporter and may not be disclosed to anyone 14 || except as permitted under this Stipulated Protective Order; and 15 (i) any mediators or settlement officers and their supporting personnel, 16 || mutually agreed upon by any of the parties engaged in settlement discussions. 17 || 9. PROTECTED MATERIAL SUBPOENAED OR ORDERED 18 PRODUCED IN OTHER LITIGATION 19 If a Party is served with a subpoena or a court order issued in other litigation 20 || that compels disclosure of any information or items designated in this Action as 21 || “CONFIDENTIAL,” that Party must: 22 (a) promptly notify in writing the Designating Party. Such notification 23 || shall include a copy of the subpoena or court order; 24 (b) promptly notify in writing the party who caused the subpoena or 25 || order to issue in the other litigation that some or all of the material covered by the 26 || subpoena or order is subject to this Protective Order. Such notification shall include 27 || acopy of this Stipulated Protective Order; and 28 | /// -9- PROTECTIVE ORDER;

1 (c) cooperate with respect to all reasonable procedures sought to be 2 || pursued by the Designating Party whose Protected Material may be affected. If the 3 || Designating Party timely seeks a protective order, the Party served with the 4 || subpoena or court order shall not produce any information designated in this action 5 || as “CONFIDENTIAL” before a determination by the court from which the 6 || subpoena or order issued, unless the Party has obtained the Designating Party’s 7 || permission. The Designating Party shall bear the burden and expense of seeking 8 || protection in that court of its confidential material and nothing in these provisions 9 || should be construed as authorizing or encouraging a Receiving Party in this Action 10 || to disobey a lawful directive from another court. 11 | 10. ANON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 12 PRODUCED IN THIS LITIGATION 13 (a) The terms of this Order are applicable to information produced by a 14 || Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 15 || produced by Non-Parties in connection with this litigation is protected by the 16 || remedies and relief provided by this Order. Nothing in these provisions should be 17 || construed as prohibiting a Non-Party from seeking additional protections. 18 (b) In the event that a Party is required, by a valid discovery request, to 19 || produce a Non-Party’s confidential information in its possession, and the Party is 20 || subject to an agreement with the Non-Party not to produce the Non-Party’s 21 || confidential information, then the Party shall: 22 (1) promptly notify in writing the Requesting Party and the Non-Party 23 || that some or all of the information requested is subject to a confidentiality 24 || agreement with a Non-Party; 25 (2) promptly provide the Non-Party with a copy of the Stipulated 26 || Protective Order in this Action, the relevant discovery request(s), and a reasonably 27 || specific description of the information requested; and 28 | /// -10- PROTECTIVE ORDER;

1 (3) make the information requested available for inspection by the 2 || Non-Party, if requested. 3 (c) If the Non-Party fails to seek a protective order from this court 4 | within 14 days of receiving the notice and accompanying information, the 5 || Receiving Party may produce the Non-Party’s confidential information responsive 6 || to the discovery request. If the Non-Party timely seeks a protective order, the 7 || Receiving Party shall not produce any information in its possession or control that 8 || is subject to the confidentiality agreement with the Non-Party before a 9 || determination by the court. Absent a court order to the contrary, the Non-Party shall 10 || bear the burden and expense of seeking protection in this court of its Protected 11 || Material. 12 | 11. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 13 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 14 || Protected Material to any person or in any circumstance not authorized under this 15 || Stipulated Protective Order, the Receiving Party must immediately (a) notify in 16 || writing the Designating Party of the unauthorized disclosures, (b) use its best 17 || efforts to retrieve all unauthorized copies of the Protected Material, (c) inform the 18 || person or persons to whom unauthorized disclosures were made of all the terms of 19 || this Order, and (d) request such person or persons to execute the “Acknowledgment 20 || an Agreement to Be Bound” attached hereto as Exhibit A. 21 || 12. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 22 PROTECTED MATERIAL 23 When a Producing Party gives notice to Receiving Parties that certain 24 || inadvertently produced material is subject to a claim of privilege or other 25 || protection, the obligations of the Receiving Parties are those set forth in Federal 26 || Rule of Civil\ Procedure 26(b)(5)(B). This provision is not intended to modify 27 || whatever procedure may be established in an e-discovery order that provides for 28 || production without prior privilege review. Pursuant to Federal Rule of Evidence

1 || 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 2 || of a communication or information covered by the attorney-client privilege or work 3 || product protection, the parties may incorporate their agreement in the stipulated 4 || protective order submitted to the court. 5 | 13. MISCELLANEOUS 6 13.1 Right to Further Relief. Nothing in this Order abridges the right of any 7 || person to seek its modification by the Court in the future. 8 13.2 Right to Assert Other Objections. By stipulating to the entry of this 9 || Protective Order, no Party waives any right it otherwise would have to object to 10 || disclosing or producing any information or item on any ground not addressed in 11 || this Stipulated Protective Order. Similarly, no Party waives any right to object on 12 || any ground to use in evidence of any of the material covered by this Protective 13 |) Order. 14 13.3 Filing Protected Material. A Party that seeks to file under seal any 15 || Protected Material must comply with Local Civil Rule 79-5. Protected Material 16 || may only be filed under seal pursuant to a court order authorizing the sealing of the 17 || specific Protected Material. If a Party’s request to file Protected Material under seal 18 || is denied by the court, then the Receiving Party may file the information in the 19 || public record unless otherwise instructed by the court. 20 | 14. FINAL DISPOSITION 21 After the final disposition of this Action, as defined in paragraph 6, within 60 22 || days of a written request by the Designating Party, each Receiving Party must 23 || return all Protected Material to the Producing Party or destroy such material. As 24 || used in this subdivision, “all Protected Material” includes all copies, abstracts, 25 || compilations, summaries, and any other format reproducing or capturing any of the 26 || Protected Material. Whether the Protected Material is returned or destroyed, the 27 || Receiving Party must submit a written certification to the Producing Party (and, if 28 || not the same person or entity, to the Designating Party) by the 60-day deadline that

1 || C1) identifies (by category, where appropriate) all the Protected Material that was 2 || returned or destroyed and (2) affirms that the Receiving Party has not retained any 3 || copies, abstracts, compilations, summaries or any other format reproducing or 4 || capturing any of the Protected Material. Notwithstanding this provision, Counsel 5 || are entitled to retain an archival copy of all pleadings, motion papers, trial, 6 || deposition, and hearing transcripts, legal memoranda, correspondence, deposition 7 || and trial exhibits, expert reports, attorney work product, and consultant and expert 8 || work product, even if such materials contain Protected Material. Any such archival 9 || copies that contain or constitute Protected Material remain subject to this Protective 10 || Order as set forth in Section 6 (DURATION). 11] 15. VIOLATION 12 Any violation of this Order may be punished by appropriate measures 13 || including, without limitation, contempt proceedings and/or monetary sanctions. 14 15 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED

19 Dated: June 08, 2021 JO . EARLY 20 €d States Magistrate Judg 21 22 23 24 25 26 27 28 -]3- PROTECTIVE ORDER;

1 EXHIBIT A 2 Acknowledgment and Agreement to be Bound 3 I affirm that I have read the Stipulation and Protective Order in Forever 4 || Foundations & Frame, LLC v. Serta Simmons Bedding, LLC, United States District 5 || Court, Central District of California Case No. 8:21-cv-00279-DOC-JDE. I 6 || understand its terms and agree to be bound by them. 7 8 || Signature: 9 10 || Print Name: 1] 12 || Date: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -14- PROTECTIVE ORDER;