Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 1 of 18 Page ID #:203

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 SOUTHERN DIVISION 11 HELIO HEALTH, INC., Case No. : 8:21-CV-00974-JLS-JDE 12 Plaintiff, STIPULATED PROTECTIVE 13 ORDER v. 14 HELIO HEALTH, INC., 15 Defendant. 16

17 18 19 Based on the Stipulation by and between Plaintiff Helio Health, Inc. 20 (“Plaintiff”) and Defendant Helio Health, Inc. (“Defendant”) (collectively, the 21 “Parties”), and for good cause shown, the Court finds and orders as follows: 22 1. PURPOSES AND LIMITATIONS 23 Discovery in this action is likely to involve production of confidential, 24 proprietary or private information for which special protection from public 25 disclosure and from use for any purpose other than pursuing this litigation may be 26 warranted. Accordingly, the parties hereby stipulate to and petition the Court to 27 28 1 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 2 of 18 Page ID #:204

1 enter the following Stipulated Protective Order. The parties acknowledge that this 2 Order does not confer blanket protections on all disclosures or responses to 3 discovery and that the protection it affords from public disclosure and use extends 4 only to the limited information or items that are entitled to confidential treatment 5 under the applicable legal principles. 6 2. GOOD CAUSE STATEMENT 7 Disclosure and discovery in this action are likely to involve confidential, 8 employment, medical, trade secrets, customer and pricing lists and other valuable 9 research, marketing plans and materials, strategical financial information, forecasts, 10 development, commercial, financial, technical and/or proprietary information for 11 which special protection from public disclosure and from use for any purpose other 12 than prosecution of this action is warranted. Such confidential and proprietary 13 materials and information consist of, among other things, confidential business or 14 financial information, information regarding confidential business practices, or other 15 confidential research, development, or commercial information (including 16 information implicating privacy rights of third parties), information otherwise 17 generally unavailable to the public, or which may be privileged or otherwise 18 protected from disclosure under state or federal statutes, court rules, case decisions, 19 or common law. The disclosure of such information may result in irreparable harm 20 to the Parties or third parties, including by revealing confidential strategic business 21 information to the public, including the parties’ competitors, and/or revealing 22 private, employment, medical, and/or trade secret information that is protected from 23 disclosure as a matter of law and/or by contract. Accordingly, to expedite the flow 24 of information, to facilitate the prompt resolution of disputes over confidentiality of 25 discovery materials, to adequately protect information the parties are entitled to keep 26 confidential, to ensure that the parties are permitted reasonable necessary uses of 27 such material in preparation for and in the conduct of trial, to address their handling 28 at the end of the litigation, and serve the ends of justice, a protective order for such 2 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 3 of 18 Page ID #:205

1 information is justified in this matter. It is the intent of the parties that information 2 will not be designated as confidential for tactical reasons and that nothing be so 3 designated without a good faith belief that it has been maintained in a confidential, 4 non-public manner, and there is good cause why it should not be part of the public 5 record of this case. 6 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 7 The parties further acknowledge, as set forth in Section 14.3, below, that this 8 Stipulated Protective Order does not entitle them to file confidential information 9 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 10 and the standards that will be applied when a party seeks permission from the court 11 to file material under seal. There is a strong presumption that the public has a right 12 of access to judicial proceedings and records in civil cases. In connection with non- 13 dispositive motions, good cause must be shown to support a filing under seal. See 14 Kamakana v. City and County of Honolulu,

(9th Cir. 2006), 15 Phillips v. Gen. Motors Corp.,

, 1210-11 (9th Cir. 2002), Makar- 16 Welbon v. Sony Electrics, Inc.,

(E.D. Wis. 1999) (even 17 stipulated protective orders require good cause showing), and a specific showing of 18 good cause or compelling reasons with proper evidentiary support and legal 19 justification, must be made with respect to Protected Material that a party seeks to 20 file under seal. The parties’ mere designation of Disclosure or Discovery Material 21 as CONFIDENTIAL or HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 22 ONLY does not— without the submission of competent evidence by declaration, 23 establishing that the material sought to be filed under seal qualifies as confidential, 24 privileged, or otherwise protectable—constitute good cause. 25 Further, if a party requests sealing related to a dispositive motion or trial, then 26 compelling reasons, not only good cause, for the sealing must be shown, and the 27 relief sought shall be narrowly tailored to serve the specific interest to be protected. 28 See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For 3 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 4 of 18 Page ID #:206

1 each item or type of information, document, or thing sought to be filed or introduced 2 under seal, the party seeking protection must articulate compelling reasons, 3 supported by specific facts and legal justification, for the requested sealing order. 4 Again, competent evidence supporting the application to file documents under seal 5 must be provided by declaration. 6 Any document that is not confidential, privileged, or otherwise protectable in 7 its entirety will not be filed under seal if the confidential portions can be redacted. 8 If documents can be redacted, then a redacted version for public viewing, omitting 9 only the confidential, privileged, or otherwise protectable portions of the document, 10 shall be filed. Any application that seeks to file documents under seal in their entirety 11 should include an explanation of why redaction is not feasible. 12 4. DEFINITIONS 13 4.1 Action: this pending federal lawsuit, with a Case Number 8:21-cv- 14 00974-JLS (JDEx). 15 4.2 Challenging Party: a Party or Non-Party that challenges the designation 16 of information or items under this Order. 17 4.3 “CONFIDENTIAL” Information or Items: information (regardless of 18 how it is generated, stored or maintained) or tangible things that qualify for 19 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 20 the Good Cause Statement. 21 4.4 Counsel: Outside Counsel of Record and House Counsel (as well as 22 their support staff). 23 4.5 Designating Party: a Party or Non-Party that designates information or 24 items that it produces in disclosures or in responses to discovery as 25 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 26 ONLY.” 27 4.6 Disclosure or Discovery Material: all items or information, regardless 28 of the medium or manner in which it is generated, stored, or maintained (including, 4 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 5 of 18 Page ID #:207

1 among other things, testimony, transcripts, and tangible things), that are produced or 2 generated in disclosures or responses to discovery. 3 4.7 Expert: a person with specialized knowledge or experience in a matter 4 pertinent to the litigation who has been retained by a Party or its counsel to serve as 5 an expert witness or as a consultant in this Action. 6 4.8 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 7 Information or Items: information designated as “HIGHLY CONFIDENTIAL — 8 ATTORNEYS’ EYES ONLY” (regardless of how it is generated, stored or 9 maintained) shall mean and include extremely sensitive “Confidential Information 10 or Items,” disclosure of which to another Party or Non-Party would create a 11 substantial risk of harm that could not be avoided by less restrictive means. This 12 type of information and items include, for example, trade secret information, 13 prospective marketing plans and financial projections, or other highly sensitive 14 information that can cause a direct damage to the party if such information were to 15 be disclosed. 16 4.9 House Counsel: attorneys who are employees of a party to this Action. 17 House Counsel does not include Outside Counsel of Record or any other outside 18 counsel. 19 4.10 Non-Party: any natural person, partnership, corporation, association or 20 other legal entity not named as a Party to this action. 21 4.11 Outside Counsel of Record: attorneys who are not employees of a party 22 to this Action but are retained to represent a party to this Action and have appeared 23 in this Action on behalf of that party or are affiliated with a law firm that has 24 appeared on behalf of that party, and includes support staff. 25 4.12 Party: any party to this Action, including all of its officers, directors, 26 employees, consultants, retained experts, and Outside Counsel of Record (and their 27 support staffs). 28 5 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 6 of 18 Page ID #:208

1 4.13 Producing Party: a Party or Non-Party that produces Disclosure or 2 Discovery Material in this Action. 3 4.14 Professional Vendors: persons or entities that provide litigation support 4 services (e.g., photocopying, videotaping, translating, preparing exhibits or 5 demonstrations, and organizing, storing, or retrieving data in any form or medium) 6 and their employees and subcontractors. 7 4.15 Protected Material: any Disclosure or Discovery Material that is 8 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 9 ATTORNEYS’ EYES ONLY.” 10 4.16 Receiving Party: a Party that receives Disclosure or Discovery 11 Material from a Producing Party. 12 5. SCOPE 13 The protections conferred by this Stipulation and Order cover not only 14 Protected Material (as defined above), but also (1) any information copied or 15 extracted from Protected Material; (2) all copies, excerpts, summaries, or 16 compilations of Protected Material; and (3) any testimony, conversations, or 17 presentations by Parties or their Counsel that might reveal Protected Material. 18 Any use of Protected Material at trial shall be governed by the orders of the 19 trial judge and other applicable authorities. This Order does not govern the use of 20 Protected Material at trial. 21 6. DURATION 22 Even after final disposition of this litigation, the confidentiality obligations 23 imposed by this Order shall remain in effect until a Designating Party agrees 24 otherwise in writing or a court order otherwise directs. Final disposition shall be 25 deemed to be the later of (1) dismissal of all claims and defenses in this Action, with 26 or without prejudice; or (2) final judgment herein after the completion and 27 exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action, 28 6 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 7 of 18 Page ID #:209

1 including the time limits for filing any motions or applications for extension of time 2 pursuant to applicable law. 3 7. DESIGNATING PROTECTED MATERIAL 4 7.1 Exercise of Restraint and Care in Designating Material for Protection: 5 Each Party or Non-Party that designates information or items for protection under 6 this Order must take care to limit any such designation to specific material that 7 qualifies under the appropriate standards. The Designating Party must designate for 8 protection only those parts of material, documents, items or oral or written 9 communications that qualify so that other portions of the material, documents, items 10 or communications for which protection is not warranted are not swept unjustifiably 11 within the ambit of this Order. 12 Mass, indiscriminate or routinized designations are prohibited. Designations 13 that are shown to be clearly unjustified or that have been made for an improper 14 purpose (e.g., to unnecessarily encumber the case development process or to impose 15 unnecessary expenses and burdens on other parties) may expose the Designating 16 Party to sanctions. If it comes to a Designating Party’s attention that information or items that it 17 designated for protection do not qualify for protection, that Designating Party must 18 promptly notify all other Parties that it is withdrawing the inapplicable designation. 19 7.2 Manner and Timing of Designations. Except as otherwise provided in 20 this Order (see, e.g., second paragraph of section 7.2(b) below), or as otherwise 21 stipulated or ordered, Disclosure of Discovery Material that qualifies for protection 22 under this Order must be clearly so designated before the material is disclosed or 23 produced. 24 25 Designation in conformity with this Order requires: 26 (a) for information in documentary form (e.g., paper or electronic 27 documents, but excluding transcripts of depositions or other pretrial or trial 28 proceedings), that the Producing Party affix at a minimum, the legend 7 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 8 of 18 Page ID #:210

“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 1 ONLY,” to each page that contains protected material. If only a portion of the 2 material on a page qualifies for protection, the Producing Party also must clearly 3 identify the protected portion(s) (e.g., by making appropriate markings in the 4 margins). 5 6 A Party or Non-Party that makes original documents available for inspection 7 need not designate them for protection until after the inspecting Party has indicated 8 which documents it would like copied and produced. During the inspection and 9 before the designation, all of the material made available for inspection shall be 10 deemed “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the 11 inspecting Party has identified the documents it wants copied and produced, the 12 Producing Party must determine which documents, or portions thereof, qualify for 13 protection under this Order. Then, before producing the specified documents, the 14 Producing Party must affix the appropriate legend (“CONFIDENTIAL” or 15 “HIGHLY CONFIDENTIAL — ATTORNEYS’ EYES ONLY”) to each page that 16 contains Protected Material. If only a portion of the material on a page qualifies for 17 protection, the Producing Party also must clearly identify the protected portion(s) 18 (e.g., by making appropriate markings in the margins). 19 (b) for testimony given in depositions or in other pretrial or trial 20 proceedings, that the Designating Party identify on the record, before the close of 21 the deposition, hearing, or other proceeding, all protected testimony and specify the 22 level of protection being asserted. When it is impractical to identify separately each 23 portion of testimony that is entitled to protection or it appears that substantial 24 portions of the testimony may qualify for protection, the Designating Party may 25 invoke on the record (before the deposition, hearing, or other proceeding is 26 concluded) a right to have up to 30 days from the date the transcript is received by 27 counsel for the Designating Party to identify the specific portions of the testimony 28 as to which protection is sought and to specify the level of protection being asserted. 8 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 9 of 18 Page ID #:211

1 Only those portions of the testimony that are appropriately designated for protection 2 within the 30 days from the date the transcript is received by counsel for the 3 Designating Party shall be covered by the provisions of this Stipulated Protective 4 Order. Alternatively, a Designating Party may specify, at the deposition or up to 30 5 days from the date the transcript is received by counsel for the Designating Party if 6 that period is properly invoked, that the entire transcript shall be treated as 7 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 8 ONLY.” 9 Parties shall give the other parties notice if they reasonably expect a 10 deposition, hearing or other proceeding to include Protected Material so that the 11 other parties can ensure that only authorized individuals who have signed the 12 “Acknowledgment and Agreement to Be Bound” (Exhibit A) are present at those 13 proceedings. The use of a document as an exhibit at a deposition shall not in any 14 way affect its designation as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL 15 – ATTORNEYS’ EYES ONLY.” 16 Transcripts containing Protected Material shall have an obvious legend on the 17 title page that the transcript contains Protected Material, and the title page shall be 18 followed by a list of all pages (including line numbers as appropriate) that have been 19 designated as Protected Material and the level of protection being asserted by the 20 Designating Party. The Designating Party shall inform the court reporter of these 21 requirements. Any transcript that is prepared before the expiration of a 30-day 22 period for designation shall be treated during that period as if it had been designated 23 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” in its entirety unless 24 otherwise agreed. After the expiration of that period, the transcript shall be treated 25 only as actually designated. 26 (c) for information produced in some form other than documentary and 27 for any other tangible items, that the Producing Party affix in a prominent place on 28 the exterior of the container or containers in which the information is stored the 9 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 10 of 18 Page ID #:212

1 legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL ATTORNEYS’ EYES 2 ONLY.” If only a portion or portions of the information warrants protection, the 3 Producing Party, to the extent practicable, shall identify the protected portion(s). 4 7.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 5 failure to designate qualified information or items does not, standing alone, waive 6 the Designating Party’s right to secure protection under this Order for such material. 7 Upon timely correction of a designation, the Receiving Party must make reasonable 8 efforts to assure that the material is treated in accordance with the provisions of this 9 Order. 10 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 11 8.1. Timing of Challenges: Any Party or Non-Party may challenge a 12 designation of confidentiality at any time that is consistent with the Court’s 13 Scheduling Order. 14 8.2 Meet and Confer: The Challenging Party shall initiate the dispute 15 resolution process under Local Rule 37-1, et seq. and proceed according to those 16 Local Rules for discovery disputes. 17 8.3 Joint Stipulation: Any challenge submitted to the Court shall be via a 18 joint stipulation pursuant to Local Rule 37-2. 19 8.4 Burden of Persuasion: The burden of persuasion in any such challenge 20 proceeding shall be on the Designating Party. Frivolous challenges, and those made 21 for an improper purpose (e.g., to harass or impose unnecessary expenses and burdens 22 on other parties) may expose the Challenging Party to sanctions. Unless the 23 Designating Party has waived or withdrawn the confidentiality designation, all 24 parties shall continue to afford the material in question the level of protection to 25 which it is entitled under the Producing Party’s designation until the Court rules on 26 the challenge. 27 / / / 28 / / / 10 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 11 of 18 Page ID #:213

1 9. ACCESS TO AND USE OF PROTECTED MATERIAL 2 9.1 Basic Principles: A Receiving Party may use Protected Material that is 3 disclosed or produced by another Party or by a Non-Party in connection with this 4 Action only for prosecuting, defending or attempting to settle this Action. Such 5 Protected Material may be disclosed only to the categories of persons and under the 6 conditions described in this Order. When the Action has been terminated, a 7 Receiving Party must comply with the provisions of section 15 below (FINAL 8 DISPOSITION). 9 Protected Material must be stored and maintained by a Receiving Party at a 10 location and in a secure manner that ensures that access is limited to the persons 11 authorized under this Order. 12 9.2 Disclosure of “CONFIDENTIAL” Information or Items: Unless 13 otherwise ordered by the court or permitted in writing by the Designating Party, a 14 Receiving Party may disclose any information or item designated 15 “CONFIDENTIAL” only to: (a) the Receiving Party’s Outside Counsel of Record in this Action, 16 as well as employees of said Outside Counsel of Record to whom it is reasonably 17 necessary to disclose the information for this Action; 18 (b) the officers, directors, and employees (including House Counsel) 19 of the Receiving Party to whom disclosure is reasonably necessary for this Action; 20 (c) Experts (as defined in this Order) of the Receiving Party to whom 21 disclosure is reasonably necessary for this Action and who have signed the 22 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 23 24 (d) the court and its personnel; 25 (e) court reporters and their staff who have signed the 26 “Acknowledgement and Agreement to Be Bound” (Exhibit A); 27 (f) professional jury or trial consultants, mock jurors, and 28 Professional Vendors to whom disclosure is reasonably necessary for this Action 11 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 12 of 18 Page ID #:214

1 and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit 2 A); 3 (g) the author or recipient of a document containing the information 4 or a custodian or other person who otherwise possessed or knew the information; 5 (h) during their depositions, witnesses, and attorneys for witnesses, 6 in the Action to whom disclosure is reasonably necessary provided: (1) the deposing 7 party requests that the witness sign the “Acknowledgment and Agreement to Be 8 Bound” (Exhibit A); and (2) they will not be permitted to keep any confidential 9 information unless they sign the “Acknowledgment and Agreement to Be Bound” 10 (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the 11 court. Pages of transcribed deposition testimony or exhibits to depositions that 12 reveal Protected Material may be separately bound by the court reporter and may not 13 be disclosed to anyone except as permitted under this Stipulated Protective Order; 14 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 9.3 Disclosure of “HIGHLY CONFIDENTIAL — ATTORNEYS’ EYES 18 ONLY” Information or Items: Unless otherwise ordered by the court or permitted 19 in writing by the Designating Party, a Receiving Party may disclose any information 20 or item designated “HIGHLY CONFIDENTIAL — ATTORNEYS’ EYES ONLY” 21 only to: 22 (a) the Receiving Party’s Outside Counsel of Record in this Action, 23 as well as employees of said Outside Counsel of Record to whom it is reasonably 24 necessary to disclose the information for this Action; 25 (b) Experts (as defined in this Order) of the Receiving Party to whom 26 disclosure is reasonably necessary for this Action and who have signed the 27 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 28 (c) the court and its personnel; 12 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 13 of 18 Page ID #:215

1 (d) court reporters and their staff who have signed the 2 “Acknowledgement and Agreement to Be Bound” (Exhibit A); 3 (e) professional jury or trial consultants, mock jurors, and 4 Professional Vendors to whom disclosure is reasonably necessary for this Action 5 and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit 6 A); 7 (f) any mediator or settlement officer, and their supporting 8 personnel, mutually agreed upon by any of the parties engaged in settlement 9 discussions. 10 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 11 PRODUCED IN OTHER LITIGATION 12 If a Party is served with a subpoena or a court order issued in other litigation 13 that compels disclosure of any information or items designated in this Action as 14 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 15 ONLY,” that Party must: 16 (a) promptly notify in writing the Designating Party. Such notification 17 shall include a copy of the subpoena or court order; 18 (b) promptly notify in writing the party who caused the subpoena or order 19 to issue in the other litigation that some or all of the material covered by the subpoena 20 or order is subject to this Protective Order. Such notification shall include a copy of 21 this Stipulated Protective Order; and 22 (c) cooperate with respect to all reasonable procedures sought to be 23 pursued by the Designating Party whose Protected Material may be affected. If the 24 Designating Party timely seeks a protective order, the Party served with the 25 subpoena or court order shall not produce any information designated in this action 26 as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL ATTORNEYS’ EYES 27 ONLY” before a determination by the court from which the subpoena or order 28 issued, unless the Party has obtained the Designating Party’s permission. The 13 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 14 of 18 Page ID #:216

1 Designating Party shall bear the burden and expense of seeking protection in that 2 court of its confidential material and nothing in these provisions should be construed 3 as authorizing or encouraging a Receiving Party in this Action to disobey a lawful 4 directive from another court. 5 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 6 PRODUCED IN THIS LITIGATION 7 (a) The terms of this Order are applicable to information produced by a 8 Non-Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 9 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information produced by 10 Non-Parties in connection with this litigation is protected by the remedies and relief 11 provided by this Order. Nothing in these provisions should be construed as 12 prohibiting a Non-Party from seeking additional protections. 13 (b) In the event that a Party is required, by a valid discovery request, to 14 produce a Non-Party’s confidential information in its possession, and the Party is 15 subject to an agreement with the Non-Party not to produce the Non-Party’s 16 confidential information, then the Party shall: 17 (1) promptly notify in writing the Requesting Party and the Non- 18 Party that some or all of the information requested is subject to a confidentiality 19 agreement with a Non-Party; 20 (2) promptly provide the Non-Party with a copy of the Stipulated 21 Protective Order in this Action, the relevant discovery request(s), and a reasonably 22 specific description of the information requested; and 23 (3) make the information requested available for inspection by the 24 Non-Party, if requested. 25 (c) If the Non-Party fails to seek a protective order from this court within 26 14 days of receiving the notice and accompanying information, the Receiving Party 27 may produce the Non-Party’s confidential information responsive to the discovery 28 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 14 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 15 of 18 Page ID #:217

1 not produce any information in its possession or control that is subject to the 2 confidentiality agreement with the Non-Party before a determination by the court. 3 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 4 of seeking protection in this court of its Protected Material. 5 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 6 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 7 Protected Material to any person or in any circumstance not authorized under this 8 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 9 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 10 to retrieve all unauthorized copies of the Protected Material, (c) inform the person 11 or persons to whom unauthorized disclosures were made of all the terms of this 12 Order, and (d) request such person or persons to execute the “Acknowledgment an 13 Agreement to Be Bound” attached hereto as Exhibit A. 14 13. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 15 PROTECTED MATERIAL 16 When a Producing Party gives notice to Receiving Parties that certain 17 inadvertently produced material is subject to a claim of privilege or other protection, 18 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil\ 19 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 20 may be established in an e-discovery order that provides for production without prior 21 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as 22 the parties reach an agreement on the effect of disclosure of a communication or 23 information covered by the attorney-client privilege or work product protection, the 24 parties may incorporate their agreement in the stipulated protective order submitted 25 to the court. 26 14. MISCELLANEOUS 27 14.1 Right to Further Relief: Nothing in this Order abridges the right of any 28 person to seek its modification by the Court in the future. 15 STIPULATED PROTECTIVE ORDER Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 16 of 18 Page ID #:218

1 14.2 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. 14.3 Filing Protected Material: A Party that seeks to file under seal any 6 Protected Material must comply with Local Civil Rule 79-5. Protected Material may 7 only be filed under seal pursuant to a court order authorizing the sealing of the 8 specific Protected Material. If a Party’s request to file Protected Material under seal 9 is denied by the court, then the Receiving Party may file the information in the public 10 record unless otherwise instructed by the court. 11 12 15. FINAL DISPOSITION 13 After the final disposition of this Action, as defined in paragraph 6, within 60 14 days of a written request by the Designating Party, each Receiving Party must return 15 all Protected Material to the Producing Party or destroy such material. As used in 16 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 17 summaries, and any other format reproducing or capturing any of the Protected 18 Material. Whether the Protected Material is returned or destroyed, the Receiving 19 Party must submit a written certification to the Producing Party (and, if not the same 20 person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 21 (by category, where appropriate) all the Protected Material that was returned or 22 destroyed and (2) affirms that the Receiving Party has not retained any copies, 23 abstracts, compilations, summaries or any other format reproducing or capturing any 24 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 25 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 26 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 27 reports, attorney work product, and consultant and expert work product, even if such 28 materials contain Protected Material. Any such archival copies that contain or 16 STIPULATED PROTECTIVE ORDER se 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page17of18 Page ID #:219

1 || constitute Protected Material remain subject to this Protective Order as set forth in 2 ||Section 6 (DURATION). 3 1/16. VIOLATION 4 Any violation of this Order may be punished by appropriate measures 5 □□ including, without limitation, contempt proceedings and/or monetary sanctions. 7 || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 8 DATED: January 20, 2022 Le 10 vk 1 ited States Magistrate Judge 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NT STIPULATED PROTECTIVE ORDER

Case 8:21-cv-00974-JLS-JDE Document 29 Filed 01/20/22 Page 18 of 18 Page ID #:220

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 5 perjury that I have read in its entirety and understand the Stipulated Protective Order 6 that was issued by the United States District Court for the Central District of 7 California on January 20, 2022, in the case of Helio Health, Inc. v. Helio Health, 8 Inc.., Case No. 8:21-CV-00974-JLS (JDEx). I agree to comply with and to be bound 9 by all the terms of this Stipulated Protective Order and I understand and 10 acknowledge that failure to so comply could expose me to sanctions and punishment 11 in the nature of contempt. I solemnly promise that I will not disclose in any manner 12 any information or item that is subject to this Stipulated Protective Order to any 13 person or entity except in strict 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 the purpose of enforcing the terms of this 16 Stipulated Protective Order, even if such enforcement proceedings occur after 17 termination of this action. I hereby appoint ___________________________[print 18 or type full name] of ____________________________________________ [print 19 or type full address and telephone number] as my California agent for service of 20 process in connection with this action or any proceedings related to enforcement of 21 this Stipulated Protective Order. 22 Date: ________________________ 23 City and State where sworn and signed: _____________________________ 24 Printed name: ___________________________________ 25 26 Signature: ________________________________ 27 28 18 EXHIBIT A