Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 1 of 21 Page ID #:128

1 Mandour & Associates, APC Joseph A. Mandour, III (SBN 188896) 2 Email: [email protected] 3 Gordon E. Gray (SBN 175209) Email: [email protected] 4 Ben T. Lila (SBN 246808) Email: [email protected] 5 8605 Santa Monica Blvd., Suite 1500 6 Los Angeles, CA 90069 Telephone: (858) 487-9300 7 Attorneys for plaintiff, Millenium Inc. 8

9 COHEN IP LAW GROUP, PC Michael N. Cohen (Cal. Bar. No. 225348) 10 Email: [email protected] 9025 Wilshire Blvd., Suite 301 11 Beverly Hills, California 90211 12 Telephone: (310) 288-4500 Facsimile: (310) 246-9980 13 Attorneys for defendant, SW Distribution Inc. 14

15 UNITED STATES DISTRICT COURT

16 CENTRAL DISTRICT OF CALIFORNIA 17 ) 18 Millenium Inc., a Nevada ) Civil Case No. 2:21-cv-09050-AB- corporation, 19 ) AFM

) 20 Plaintiff, ) STIPULATED PROTECTIVE 21 v. ) ORDER1 ) 22 SW Distribution Inc., a California ) 23 corporation, d/b/a Millennium ) Distribution, Inc., 24 ) ) Defendant. 25 ) 26 ) 27

28 1 This Stipulated Protective Order is based substantially on the model protective order provided under Magistrate Judge Alexander F. MacKinnon’s Procedures. Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 1 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 2 of 21 Page ID #:129

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 4 disclosure and from use for any purpose other than prosecuting this litigation may 5 be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 6 enter the following Stipulated Protective Order. The parties acknowledge that this 7 Order does not confer blanket protections on all disclosures or responses to 8 discovery and that the protection it affords from public disclosure and use extends 9 only to the limited information or items that are entitled to confidential treatment 10 under the applicable legal principles. 11 B. GOOD CAUSE STATEMENT 12 This action is likely to involve, customer and pricing lists and other valuable 13 research, development, commercial, financial, and/or proprietary information for 14 which special protection from public disclosure and from use for any purpose other 15 than prosecution of this action is warranted. Such confidential and proprietary 16 materials and information consist of, among other things, confidential business or 17 financial information, information regarding confidential business practices, or 18 other confidential research, development, or commercial information (including 19 information implicating privacy rights of third parties), information otherwise 20 generally unavailable to the public, or which may be privileged or otherwise 21 protected from disclosure under state or federal statutes, court rules, case decisions, 22 or common law. Accordingly, to expedite the flow of information, to facilitate the 23 prompt resolution of disputes over confidentiality of discovery materials, to 24 adequately protect information the parties are entitled to keep confidential, to 25 ensure that the parties are permitted reasonable necessary uses of such material in 26 preparation for and in the conduct of trial, to address their handling at the end of 27 the litigation, and serve the ends of justice, a protective order for such information 28 is justified in this matter. It is the intent of the parties that information will not be Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 2 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 3 of 21 Page ID #:130

1 designated as confidential for tactical reasons and that nothing be so designated 2 without a good faith belief that it has been maintained in a confidential, non-public 3 manner, and there is good cause why it should not be part of the public record of 4 this case. 5 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER 6 SEAL 7 The parties further acknowledge, as set forth in Section 12.3, 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 does not— without the submission of competent evidence by 22 declaration, establishing that the material sought to be filed under seal qualifies as 23 confidential, privileged, or otherwise protectable—constitute good cause. Further, 24 if a party requests sealing related to a dispositive motion or trial, then compelling 25 reasons, not only good cause, for the sealing must be shown, and the relief sought 26 shall be narrowly tailored to serve the specific interest to be protected. See Pintos 27 v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For each item or 28 type of information, document, or thing sought to be filed or introduced under seal Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 3 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 4 of 21 Page ID #:131

1 in connection with a dispositive motion or trial, the party seeking protection must 2 articulate compelling reasons, supported by specific facts and legal justification, 3 for the requested sealing order. Again, competent evidence supporting the 4 application to file documents under seal must be provided by declaration. Any 5 document that is not confidential, privileged, or otherwise protectable in its entirety 6 will not be filed under seal if the confidential portions can be redacted. If 7 documents can be redacted, then a redacted version for public viewing, omitting 8 only the confidential, privileged, or otherwise protectable portions of the 9 document, shall be filed. Any application that seeks to file documents under seal in 10 their entirety should include an explanation of why redaction is not feasible. 11 12 2. DEFINITIONS 13 2.1 Action: this pending federal lawsuit. 14 2.2 Challenging Party: a Party or Non-Party that challenges the 15 designation of information or items under this Order. 16 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 17 how it is generated, stored or maintained) or tangible things that qualify for 18 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 19 the Good Cause Statement. 20 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as their 21 support staff). 22 2.5 Designating Party: a Party or Non-Party that designates information or 23 items that it produces in disclosures or in responses to discovery as 24 “CONFIDENTIAL.” 25 2.6 Disclosure or Discovery Material: all items or information, regardless of 26 the medium or manner in which it is generated, stored, or maintained (including, 27 among other things, testimony, transcripts, and tangible things), that are produced 28 or generated in disclosures or responses to discovery in this matter. Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 4 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 5 of 21 Page ID #:132

1 2.7 Expert: a person with specialized knowledge or experience in a matter 2 pertinent to the litigation who has been retained by a Party or its counsel to serve 3 as an expert witness or as a consultant in this Action. 4 2.8 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 5 Information or Items: extremely sensitive “Confidential Information or Items,” 6 disclosure of which to another Party or Non-Party would create a substantial risk of 7 serious harm that could not be avoided by less restrictive means. 8 2.9 House Counsel: attorneys who are employees of a party to this Action. 9 House Counsel does not include Outside Counsel of Record or any other outside 10 counsel. 11 2.10 Non-Party: any natural person, partnership, corporation, association or 12 other legal entity not named as a Party to this action. 13 2.11 Outside Counsel of Record: attorneys who are not employees of a party 14 to this Action but are retained to represent or advise a party to this Action and have 15 appeared in this Action on behalf of that party or are affiliated with a law firm that 16 has appeared on behalf of that party, and includes support staff. 17 2.12 Party: any party to this Action, including all of its officers, directors, 18 employees, consultants, retained experts, and Outside Counsel of Record (and their 19 support staffs). 20 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 21 Discovery Material in this Action. 22 2.14 Professional Vendors: persons or entities that provide litigation support 23 services (e.g., photocopying, videotaping, translating, preparing exhibits or 24 demonstrations, and organizing, storing, or retrieving data in any form or medium) 25 and their employees and subcontractors. 26 2.15 Protected Material: any Disclosure or Discovery Material that is 27 designated as “CONFIDENTIAL,” or as “HIGHLY CONFIDENTIAL – 28 ATTORNEYS’ EYES ONLY.” Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 5 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 6 of 21 Page ID #:133

1 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 2 from a Producing Party. 3 4 3. SCOPE 5 The protections conferred by this Stipulation and Order cover not only 6 Protected Material (as defined above), but also (1) any information copied or 7 extracted from Protected Material; (2) all copies, excerpts, summaries, or 8 compilations of Protected Material; and (3) any testimony, conversations, or 9 presentations by Parties or their Counsel that might reveal Protected Material. Any 10 use of Protected Material at trial shall be governed by the orders of the trial judge. 11 This Order does not govern the use of Protected Material at trial. 12 However, the protections conferred by this Stipulation and Order do not 13 cover the following information: (a) any information that is in the public domain at 14 the time of disclosure to a Receiving Party or becomes part of the public domain 15 after its disclosure to a Receiving Party as a result of publication not involving a 16 violation of this Order, including becoming part of the public record through trial 17 or otherwise; and (b) any information known to the Receiving Party prior to the 18 disclosure or obtained by the Receiving Party after the disclosure from a source who 19 obtained the information lawfully and under no obligation of confidentiality to the 20 Designating Party. 21 22 4. DURATION 23 Once a case proceeds to trial, information that was designated as 24 CONFIDENTIAL or HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY 25 or maintained pursuant to this protective order used or introduced as an exhibit at 26 trial becomes public and will be presumptively available to all members of the 27 public, including the press, unless compelling reasons supported by specific factual 28 findings to proceed otherwise are made to the trial judge in advance of the trial. Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 6 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 7 of 21 Page ID #:134

1 See Kamakana,

(distinguishing “good cause” showing for 2 sealing documents produced in discovery from “compelling reasons” standard 3 when merits-related documents are part of court record). Accordingly, the terms of 4 this protective order do not extend beyond the commencement of the trial. 5 6 5. DESIGNATING PROTECTED MATERIAL 7 5.1 Exercise of Restraint and Care in Designating Material for Protection. 8 Each Party or Non-Party that designates information or items for protection under 9 this Order must take care to limit any such designation to specific material that 10 qualifies under the appropriate standards. The Designating Party must designate for 11 protection only those parts of material, documents, items or oral or written 12 communications that qualify so that other portions of the material, documents, 13 items or communications for which protection is not warranted are not swept 14 unjustifiably within the ambit of this Order. 15 Mass, indiscriminate or routinized designations are prohibited. Designations 16 that are shown to be clearly unjustified or that have been made for an improper 17 purpose (e.g., to unnecessarily encumber the case development process or to 18 impose unnecessary expenses and burdens on other parties) may expose the 19 Designating Party to sanctions. 20 If it comes to a Designating Party’s attention that information or items that 21 it designated for protection do not qualify for protection, that Designating Party 22 must promptly notify all other Parties that it is withdrawing the inapplicable 23 designation. 24 5.2 Manner and Timing of Designations. Except as otherwise provided in 25 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise 26 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection 27 under this Order must be clearly so designated before the material is disclosed or 28 produced. Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 7 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 8 of 21 Page ID #:135

1 Designation in conformity with this Order requires: 2 (a) for information in documentary form (e.g., paper or electronic 3 documents, but excluding transcripts of depositions or other pretrial or trial 4 proceedings), that the Producing Party affix at a minimum, the legend 5 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 6 ONLY” (hereinafter “Protected Material Legend”), to each page that contains 7 protected material. If only a portion of the material on a page qualifies for 8 protection, the Producing Party also must clearly identify the protected portion(s) 9 (e.g., by making appropriate markings in the margins). 10 A Party or Non-Party that makes original documents available for inspection 11 need not designate them for protection until after the inspecting Party has indicated 12 which documents it would like copied and produced. During the inspection and 13 before the designation, all of the material made available for inspection shall be 14 deemed “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the 15 inspecting Party has identified the documents it wants copied and produced, the 16 Producing Party must determine which documents, or portions thereof, qualify for 17 protection under this Order. Then, before producing the specified documents, the 18 Producing Party must affix the “Protected Material Legend” to each page that 19 contains Protected Material. If only a portion of the material on a page qualifies for 20 protection, the Producing Party also must clearly identify the protected portion(s) 21 (e.g., by making appropriate markings in the margins). 22 (b) for testimony given in deposition or in other pretrial or trial 23 proceedings, that the Designating Party identify on the record, before the close of 24 the deposition, hearing, or other proceeding, all protected testimony and specify 25 the level of protection being asserted. When it is impractical to identify separately 26 each portion of testimony that is entitled to protection and it appears that 27 substantial portions of the testimony may qualify for protection, the Designating 28 Party may invoke on the record (before the deposition, hearing, or other Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 8 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 9 of 21 Page ID #:136

1 proceeding is concluded) a right to have up to 21 days to identify the specific 2 portions of the testimony as to which protection is sought and to specify the level 3 of protection being asserted. Only those portions of the testimony that are 4 appropriately designated for protection within the 21 days shall be covered by the 5 provisions of this Stipulated Protective Order. Alternatively, a Designating Party 6 may specify, at the deposition or up to 21 days afterwards if that period is properly 7 invoked, that the entire transcript shall be treated as “CONFIDENTIAL” or 8 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” 9 Transcripts containing Protected Material shall have an obvious legend on 10 the title page that the transcript contains Protected Material, and the title page shall 11 be followed by a list of all pages (including line numbers as appropriate) that have 12 been designated as Protected Material and the level of protection being asserted by 13 the Designating Party. The Designating Party shall inform the court reporter of 14 these requirements. Any transcript that is prepared before the expiration of a 21-day 15 period for designation shall be treated during that period as if it had been designated 16 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” in its entirety unless 17 otherwise agreed. After the expiration of that period, the transcript shall be treated 18 only as actually designated. 19 (c) for information produced in some form other than documentary 20 and for any other tangible items, that the Producing Party affix in a prominent 21 place on the exterior of the container or containers in which the information is 22 stored the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – 23 ATTORNEYS’ EYES ONLY”. If only a portion or portions of the information 24 warrants protection, the Producing Party, to the extent practicable, shall identify 25 the protected portion(s). 26 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 27 failure to designate qualified information or items does not, standing alone, waive 28 the Designating Party’s right to secure protection under this Order for such Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 9 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 10 of 21 Page ID #:137

1 material. Upon timely correction of a designation, the Receiving Party must make 2 reasonable efforts to assure that the material is treated in accordance with the 3 provisions of this Order. 4 5 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 6 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 7 designation of confidentiality at any time that is consistent with the Court’s 8 Scheduling Order. 9 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 10 resolution process under Local Rule 37-1 et seq. 11 6.3 Joint Stipulation. Any challenge submitted to the Court shall be via a 12 joint stipulation pursuant to Local Rule 37-2. 13 6.4 The burden of persuasion in any such challenge proceeding shall be on 14 the Designating Party. Frivolous challenges, and those made for an improper 15 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 16 parties) may expose the Challenging Party to sanctions. Unless the Designating 17 Party has waived or withdrawn the confidentiality designation, all parties shall 18 continue to afford the material in question the level of protection to which it is 19 entitled under the Producing Party’s designation until the Court rules on the 20 challenge. 21 22 7. ACCESS TO AND USE OF PROTECTED MATERIAL 23 7.1 Basic Principles. A Receiving Party may use Protected Material that is 24 disclosed or produced by another Party or by a Non-Party in connection with this 25 Action only for prosecuting, defending or attempting to settle this Action. Such 26 Protected Material may be disclosed only to the categories of persons and under 27 the conditions described in this Order. When the Action has been terminated, a 28 Receiving Party must comply with the provisions of section 13 below (FINAL Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 10 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 11 of 21 Page ID #:138

1 DISPOSITION). Protected Material must be stored and maintained by a Receiving 2 Party at a location and in a secure manner that ensures that access is limited to the 3 persons authorized under this Order. 4 7.2 5 a. Disclosure of “CONFIDENTIAL” Information or Items. Unless 6 otherwise ordered by the court or permitted in writing by the Designating Party, a 7 Receiving Party may disclose any information or item designated 8 8“CONFIDENTIAL” only to: 9 (1) the Receiving Party’s Outside Counsel of Record in this Action, as 10 well as employees of said Outside Counsel of Record to whom it is reasonably 11 necessary to disclose the information for this Action; 12 (2) the officers, directors, and employees (including House Counsel) 13 of the Receiving Party to whom disclosure is reasonably necessary for this Action; 14 (3) Experts (as defined in this Order) of the Receiving Party to whom 15 disclosure is reasonably necessary for this Action and who have signed the 16 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 17 (4) the Court and its personnel; 18 (5) court reporters and their staff; 19 (6) professional jury or trial consultants, mock jurors, and 20 Professional Vendors to whom disclosure is reasonably necessary for this Action 21 and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit 22 A); 23 (7) the author or recipient of a document containing the information or 24 a custodian or other person who otherwise possessed or knew the information; 25 (8) during their depositions, witnesses, and attorneys for witnesses, in 26 the Action to whom disclosure is reasonably necessary provided: (1) the deposing 27 party requests that the witness sign the form attached as Exhibit 1 hereto; and (2) 28 they will not be permitted to keep any confidential information unless they sign the Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 11 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 12 of 21 Page ID #:139

1 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 2 agreed by the Designating Party or ordered by the court. Pages of transcribed 3 deposition testimony or exhibits to depositions that reveal Protected Material may 4 be separately bound by the court reporter and may not be disclosed to anyone 5 except as permitted under this Stipulated Protective Order; and (i) any mediator or 6 settlement officer, and their supporting personnel, mutually agreed upon by any of 7 the parties engaged in settlement discussions. 8 b. Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 9 ONLY” Information or Items. Unless otherwise ordered by the court or permitted 10 in writing by the Designating Party, a Receiving Party may disclose any information 11 or item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 12 only to: 13 (a) the Receiving Party’s Outside Counsel of Record in this action, 14 as well as employees of said Outside Counsel of Record to whom it is reasonably 15 necessary to disclose the information for this litigation; 16 (b) Designated House Counsel of the Receiving Party (1) who has 17 no involvement in competitive decision-making, (2) to whom disclosure is 18 reasonably necessary for this litigation, (3) who has signed the “Acknowledgment 19 and Agreement to Be Bound” (Exhibit A), and (4) as to whom the procedures set 20 forth in paragraph 7.3(a)(1), below, have been followed; 21 22 (c) Experts of the Receiving Party (1) to whom disclosure is 23 reasonably necessary for this litigation, (2) who have signed the “Acknowledgment 24 and Agreement to Be Bound” (Exhibit A), and (3) as to whom the procedures set 25 forth in paragraph 7.3(a)(2), below, have been followed]; 26 (d) the Court and its personnel; 27 (e) court reporters and their staff, professional jury or trial 28 consultants, and Professional Vendors to whom disclosure is reasonably necessary Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 12 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 13 of 21 Page ID #:140

1 for this litigation and who have signed the “Acknowledgment and Agreement to Be 2 Bound” (Exhibit A); and 3 (f) 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 7.3 Procedures for Approving or Objecting to Disclosure of “HIGHLY 6 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” Information or Items to 7 Designated House Counsel or Experts. 8 (a)(1) Unless otherwise ordered by the Court or agreed to in writing 9 by the Designating Party, a Party that seeks to disclose to Designated House 10 Counsel any information or item that has been designated “HIGHLY 11 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” pursuant to paragraph 7.2(b) 12 first must make a written request to the Designating Party that (1) sets forth the full 13 name of the Designated House Counsel and the city and state of his or her residence, 14 and (2) describes the Designated House Counsel’s current and reasonably 15 foreseeable future primary job duties and responsibilities in sufficient detail to 16 determine if House Counsel is involved, or may become involved, in any 17 competitive decision-making. 18 (a)(2) Unless otherwise ordered by the Court or agreed to in writing 19 by the Designating Party, a Party that seeks to disclose to an Expert (as defined in 20 21 this Order) any information or item that has been designated “HIGHLY 22 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” pursuant to paragraph 7.2(b) 23 first must make a written request to the Designating Party that (1) identifies the 24 general categories of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 25 ONLY” information that the Receiving Party seeks permission to disclose to the 26 Expert, (2) sets forth the full name of the Expert and the city and state of his or her 27 primary residence, (3) attaches a copy of the Expert’s current resume, (4) identifies 28 the Expert’s current employer(s), (5) identifies each person or entity from whom Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 13 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 14 of 21 Page ID #:141

1 the Expert has received compensation or funding for work in his or her areas of 2 expertise or to whom the expert has provided professional services, including in 3 connection with a litigation, at any time during the preceding five years, and (6) 4 identifies (by name and number of the case, filing date, and location of court) any 5 litigation in connection with which the Expert has offered expert testimony, 6 including through a declaration, report, or testimony at a deposition or trial, during 7 the preceding five years. 8 (b) A Party that makes a request and provides the information 9 specified in the preceding respective paragraphs may disclose the subject Protected 10 Material to the identified Designated House Counsel or Expert unless, within 14 11 days of delivering the request, the Party receives a written objection from the 12 Designating Party. Any such objection must set forth in detail the grounds on which 13 it is based. 14 (c) A Party that receives a timely written objection must meet and 15 confer with the Designating Party (through direct voice to voice dialogue) to try to 16 resolve the matter by agreement within seven days of the written objection. If no 17 agreement is reached, the Party seeking to make the disclosure to Designated House 18 Counsel or the Expert may file a motion as provided in Civil Local Rule 37 seeking 19 permission from the Court to do so. Any such motion must describe the 20 21 circumstances with specificity, set forth in detail the reasons why the disclosure to 22 Designated House Counsel or the Expert is reasonably necessary, assess the risk of 23 harm that the disclosure would entail, and suggest any additional means that could 24 be used to reduce that risk. In addition, any such motion must be accompanied by a 25 competent declaration describing the parties’ efforts to resolve the matter by 26 agreement (i.e., the extent and the content of the meet and confer discussions) and 27 setting forth the reasons advanced by the Designating Party for its refusal to approve 28 the disclosure. Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 14 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 15 of 21 Page ID #:142

1 In any such proceeding, the Party opposing disclosure to Designated House 2 Counsel or the Expert shall bear the burden of proving that the risk of harm that the 3 disclosure would entail (under the safeguards proposed) outweighs the Receiving 4 Party’s need to disclose the Protected Material to its Designated House Counsel or 5 Expert. 6 7 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 8 IN OTHER LITIGATION 9 If a Party is served with a subpoena or a court order issued in other litigation 10 that compels disclosure of any information or items designated in this Action as 11 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 12 ONLY” that Party must: (a) promptly notify in writing the Designating Party. Such 13 notification shall include a copy of the subpoena or court order; (b) promptly notify 14 in writing the party who caused the subpoena or order to issue in the other 15 litigation that some or all of the material covered by the subpoena or order is 16 subject to this Protective Order. Such notification shall include a copy of this 17 Stipulated Protective Order; and (c) cooperate with respect to all reasonable 18 procedures sought to be pursued by the Designating Party whose Protected 19 Material may be affected. If the Designating Party timely seeks a protective order, 20 the Party served with the subpoena or court order shall not produce any 21 information designated in this action as “CONFIDENTIAL” or “HIGHLY 22 CONFIDENTIAL – ATTORNEYS’ EYES ONLY” before a determination by the 23 court from which the subpoena or order issued, unless the Party has obtained the 24 Designating Party’s permission. The Designating Party shall bear the burden and 25 expense of seeking protection in that court of its confidential material and nothing 26 in these provisions should be construed as authorizing or encouraging a Receiving 27 Party in this Action to disobey a lawful directive from another court. 28 Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 15 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 16 of 21 Page ID #:143

1 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 2 PRODUCED IN THIS LITIGATION 3 (a) The terms of this Order are applicable to information produced by a Non- 4 Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 5 CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Such information produced 6 by Non-Parties in connection with this litigation is protected by the remedies and 7 relief provided by this Order. Nothing in these provisions should be construed as 8 prohibiting a Non-Party from seeking additional protections. 9 (b) In the event that a Party is required, by a valid discovery request, to 10 produce a Non-Party’s confidential information in its possession, and the Party is 11 subject to an agreement with the Non-Party not to produce the Non-Party’s 12 confidential information, then the Party shall: 13 (1) promptly notify in writing the Requesting Party and the Non-Party 14 that some or all of the information requested is subject to a confidentiality 15 agreement with a Non-Party; 16 (2) promptly provide the Non-Party with a copy of the Stipulated 17 Protective Order in this Action, the relevant discovery request(s), and a reasonably 18 specific description of the information requested; and 19 (3) make the information requested available for inspection by the 20 Non-Party, if requested. 21 (c) If the Non-Party fails to seek a protective order from this court within 22 14 days of receiving the notice and accompanying information, the 23 Receiving Party may produce the Non-Party’s confidential information responsive 24 to the discovery request. If the Non-Party timely seeks a protective order, the 25 Receiving Party shall not produce any information in its possession or control that 26 is subject to the confidentiality agreement with the Non-Party before a 27 determination by the court. Absent a court order to the contrary, the Non-Party 28 shall bear the burden and expense of seeking protection in this court of its Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 16 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 17 of 21 Page ID #:144

1 Protected Material. 2 3 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has 5 disclosed Protected Material to any person or in any circumstance not authorized 6 under this Stipulated Protective Order, the Receiving Party must immediately (a) 7 notify in writing the Designating Party of the unauthorized disclosures, (b) use its 8 best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform 9 the person or persons to whom unauthorized disclosures were made of all the terms 10 of this Order, and (d) request such person or persons to execute the 11 “Acknowledgment and Agreement to Be Bound” that is attached hereto as Exhibit

14 11. 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 18 protection, the obligations of the Receiving Parties are those set forth in Federal 19 Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify 20 whatever procedure may be established in an e-discovery order that provides for 21 production without prior privilege review. Pursuant to Federal Rule of Evidence 22 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure 23 of a communication or information covered by the attorney-client privilege or 24 work product protection, the parties may incorporate their agreement in the 25 stipulated protective order submitted to the court. 26 27 28 Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 17 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 18 of 21 Page ID #:145

1 12. MISCELLANEOUS 2 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 3 person to seek its modification by the Court in the future. 4 12.2 Right to Assert Other Objections. By stipulating to the entry of this 5 Protective Order, no Party waives any right it otherwise would have to object to 6 disclosing or producing any information or item on any ground not addressed in 7 this Stipulated Protective Order. Similarly, no Party waives any right to object on 8 any ground to use in evidence of any of the material covered by this Protective 9 Order. 10 12.3 Filing Protected Material. A Party that seeks to file under seal any 11 Protected Material must comply with Local Civil Rule 79-5. Protected Material 12 may only be filed under seal pursuant to a court order authorizing the sealing of the 13 specific Protected Material at issue. If a Party’s request to file Protected Material 14 under seal is denied by the court, then the Receiving Party may file the information 15 in the public record unless otherwise instructed by the court. 16 17 13. FINAL DISPOSITION 18 After the final disposition of this Action, as defined in paragraph 4, within 19 60 days of a written request by the Designating Party, each Receiving Party must 20 return all Protected Material to the Producing Party or destroy such material. As 21 used in this subdivision, “all Protected Material” includes all copies, abstracts, 22 compilations, summaries, and any other format reproducing or capturing any of the 23 Protected Material. Whether the Protected Material is returned or destroyed, the 24 Receiving Party must submit a written certification to the Producing Party (and, if 25 not the same person or entity, to the Designating Party) by the 60 day deadline that 26 (1) identifies (by category, where appropriate) all the Protected Material that was 27 returned or destroyed and (2) affirms that the Receiving Party has not retained any 28 copies, abstracts, compilations, summaries or any other format reproducing or Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 18 - ASe 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 19o0f21 Page ID #:146

1 |) capturing any of the Protected Material. Notwithstanding this provision, Counsel 2 |/are entitled to retain an archival copy of all pleadings, motion papers, trial, 3 || deposition, and hearing transcripts, legal memoranda, correspondence, deposition 4 |/and trial exhibits, expert reports, attorney work product, and consultant and expert 5 || work product, even if such materials contain Protected Material. Any such archival 6 || copies that contain or constitute Protected Material remain subject to this 7 || Protective Order as set forth in Section 4 (DURATION). 9 14, VIOLATION 10 Any violation of this Order may be punished by appropriate measures 11 |/including, without limitation, contempt proceedings and/or monetary sanctions. 12 13 || IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 14 15 |} DATED: __ April 8, 2022 16 /s/ Ben T. Lila 17 |) Attorneys for Plaintiff 18 19 || DATED: __ April 8, 2022 20 /s/Michael N. Cohen 21 || Attorneys for Defendant ** || FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 23 94 |, DATED: 4/18/2022 25 (ily □□□ ~ 26 jj SSS HON. ALEXANDER F. MacKINNON *7 |! United States Magistrate Judge 28

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Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 20 of 21 Page ID #:147

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 5 that I have read in its entirety and understand the Stipulated Protective Order that 6 was issued by the United States District Court for the Central District of California 7 on [date] in the case of Millenium Inc. v. SW Distribution, Inc. Civil Case No. 8 2:21-cv-09050-AB-AFM. 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 10 to so comply could expose me to sanctions and punishment in the nature of 11 contempt. I solemnly promise that I will not disclose in any manner any 12 information or item that is subject to this Stipulated Protective Order to any person 13 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 for 15 the Central District of California for enforcing the terms of this Stipulated 16 Protective Order, even if such enforcement proceedings occur after termination of 17 this 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 Printed name: _______________________________ 26 27 Signature: __________________________________ 28 Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 20 - Case 2:21-cv-09050-AB-AFM Document 26 Filed 04/18/22 Page 21 of 21 Page ID #:148

1 CERTIFICATE OF SERVICE 2 I hereby certify that on the below date, I filed the foregoing: 3 STIPULATED PROTECTIVE ORDER 4 with the Court’s CM/ECF electronic filing system which will provide notice to the 5 parties 6 7 Dated: April 18, 2022 /s/ Ben T. Lila 8 Ben T. Lila 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Civil Case No. 2:21-cv-9050-AB-AFM STIPULATED PROTECTIVE ORDER - 21 -