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7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 TRISHA TEPERSON, on behalf of Case No. 8:23-cv-00281 herself and all others similarly situated, 11 Plaintiff, 12 PROTECTIVE ORDER v. 13 NOGIN, INC., a Delaware Corporation, 14 and DOES 1 – 50, inclusive,

15 Defendants.

16 17 I. PURPOSES AND LIMITATIONS 18 A. Discovery in this action is likely to involve production of confidential, 19 proprietary, or private information for which special protection from public 20 disclosure and from use for any purpose other than prosecuting this litigation may 21 be warranted. Accordingly, the parties hereby stipulate to and petition the Court to 22 enter the following Stipulated Protective Order. The parties acknowledge that this 23 Order does not confer blanket protections on all disclosures or responses to 24 discovery and that the protection it affords from public disclosure and use extends 25 only to the limited information or items that are entitled to confidential treatment 26 under the applicable legal principles. The parties further acknowledge, as set forth 27 in Section XIII(C), below, that this Stipulated Protective Order does not entitle them 1 to file confidential information under seal; Civil Local Rule 79-5 sets forth the 2 procedures that must be followed and the standards that will be applied when a party 3 seeks permission from the Court to file material under seal. 4 II. GOOD CAUSE STATEMENT 5 A. This action is likely to involve trade secrets, customer and pricing lists 6 and other valuable research, development, commercial, financial, technical and/or 7 proprietary information for which special protection from public disclosure and 8 from use for any purpose other than prosecution of this action is warranted. Such 9 confidential and proprietary materials and information consist of, among other 10 things, confidential business or financial information, information regarding 11 confidential business practices, or other confidential research, development, or 12 commercial information (including information implicating privacy rights of third 13 parties), information otherwise generally unavailable to the public, or which may 14 be privileged or otherwise protected from disclosure under state or federal statutes, 15 court rules, case decisions, or common law. Accordingly, to expedite the flow of 16 information, to facilitate the prompt resolution of disputes over confidentiality of 17 discovery materials, to adequately protect information the parties are entitled to 18 keep confidential, to ensure that the parties are permitted reasonable necessary uses 19 of such material in preparation for and in the conduct of trial, to address their 20 handling at the end of the litigation, and serve the ends of justice, a protective order 21 for such information is justified in this matter. It is the intent of the parties that 22 information will not be designated as confidential for tactical reasons and that 23 nothing be so designated without a good faith belief that it has been maintained in 24 a confidential, non-public manner, and there is good cause why it should not be part 25 of the public record of this case. 26 III. DEFINITIONS 27 A. Action: Trisha Teperson v. Nogin, Inc. et al, Case No. 8:23-CV-00281. 1 B. Challenging Party: A Party or Non-Party that challenges the 2 designation of information or items under this Order. 3 C. “CONFIDENTIAL” Information or Items: Information (regardless of 4 how it is generated, stored or maintained) or tangible things that qualify for 5 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 6 the Good Cause Statement. 7 D. Counsel: Outside Counsel of Record and House Counsel (as well as 8 their support staff). 9 E. Designating Party: A Party or Non-Party that designates information 10 or items that it produces in disclosures or in responses to discovery as 11 “CONFIDENTIAL.” 12 F. Disclosure or Discovery Material: All items or information, regardless 13 of the medium or manner in which it is generated, stored, or maintained (including, 14 among other things, testimony, transcripts, and tangible things), that are produced 15 or generated in disclosures or responses to discovery in this matter. 16 G. Expert: A person with specialized knowledge or experience in a matter 17 pertinent to the litigation who has been retained by a Party or its counsel to serve as 18 an expert witness or as a consultant in this Action. 19 H. House Counsel: Attorneys who are employees of a party to this 20 Action. House Counsel does not include Outside Counsel of Record or any other 21 outside counsel. 22 I. Non-Party: Any natural person, partnership, corporation, association, 23 or other legal entity not named as a Party to this action. 24 J. Outside Counsel of Record: Attorneys who are not employees of a 25 party to this Action but are retained to represent or advise a party to this Action and 26 have appeared in this Action on behalf of that party or are affiliated with a law firm 27 which has appeared on behalf of that party, and includes support staff. 1 K. Party: Any party to this Action, including all of its officers, directors, 2 employees, consultants, retained experts, and Outside Counsel of Record (and their 3 support staffs). 4 L. Producing Party: A Party or Non-Party that produces Disclosure or 5 Discovery Material in this Action. 6 M. Professional Vendors: Persons or entities that provide litigation 7 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 8 demonstrations, and organizing, storing, or retrieving data in any form or medium) 9 and their employees and subcontractors. 10 N. Protected Material: Any Disclosure or Discovery Material that is 11 designated as “CONFIDENTIAL.” 12 O. Receiving Party: A Party that receives Disclosure or Discovery 13 Material from a Producing Party. 14 IV. SCOPE 15 A. The protections conferred by this Stipulation and Order cover not only 16 Protected Material (as defined above), but also (1) any information copied or 17 extracted from Protected Material; (2) all copies, excerpts, summaries, or 18 compilations of Protected Material; and (3) any testimony, conversations, or 19 presentations by Parties or their Counsel that might reveal Protected Material. 20 B. Any use of Protected Material at trial shall be governed by the orders 21 of the trial judge. This Order does not govern the use of Protected Material at trial. 22 V. DURATION 23 A. Once a case proceeds to trial, all of the information that was designated 24 as confidential or maintained pursuant to this Protective Order becomes public and 25 will be presumptively available to all members of the public, including the press, 26 unless compelling reasons supported by specific factual findings to proceed 27 otherwise are made to the trial judge in advance of the trial. See Kamakana v. City 1 and County of Honolulu,

(9th Cir. 2006) (distinguishing 2 “good cause” showing for sealing documents produced in discovery from 3 “compelling reasons” standard when merits-related documents are part of court 4 record). Accordingly, the terms of this Protective Order do not extend beyond the 5 commencement of the trial. 6 VI. DESIGNATING PROTECTED MATERIAL 7 A. Exercise of Restraint and Care in Designating Material for Protection 8 1. Each Party or Non-Party that designates information or items 9 for protection under this Order must take care to limit any such designation 10 to specific material that qualifies under the appropriate standards. The 11 Designating Party must designate for protection only those parts of material, 12 documents, items, or oral or written communications that qualify so that other 13 portions of the material, documents, items, or communications for which 14 protection is not warranted are not swept unjustifiably within the ambit of 15 this Order. 16 2. Mass, indiscriminate, or routinized designations are prohibited. 17 Designations that are shown to be clearly unjustified or that have been made 18 for an improper purpose (e.g., to unnecessarily encumber the case 19 development process or to impose unnecessary expenses and burdens on 20 other parties) may expose the Designating Party to sanctions. 21 3. If it comes to a Designating Party’s attention that information or 22 items that it designated for protection do not qualify for protection, that 23 Designating Party must promptly notify all other Parties that it is 24 withdrawing the inapplicable designation. 25 B. Manner and Timing of Designations 26 1. Except as otherwise provided in this Order (see, e.g., 27 Section B(2)(b) below), or as otherwise stipulated or ordered, Disclosure or 1 Discovery Material that qualifies for protection under this Order must be 2 clearly so designated before the material is disclosed or produced. 3 2. Designation in conformity with this Order requires the 4 following: 5 a. For information in documentary form (e.g., paper or 6 electronic documents, but excluding transcripts of depositions or other 7 pretrial or trial proceedings), that the Producing Party affix at a 8 minimum, the legend “CONFIDENTIAL” (hereinafter 9 “CONFIDENTIAL legend”), to each page that contains protected 10 material. If only a portion or portions of the material on a page 11 qualifies for protection, the Producing Party also must clearly identify 12 the protected portion(s) (e.g., by making appropriate markings in the 13 margins). 14 b. A Party or Non-Party that makes original documents 15 available for inspection need not designate them for protection until 16 after the inspecting Party has indicated which documents it would like 17 copied and produced. During the inspection and before the 18 designation, all of the material made available for inspection shall be 19 deemed “CONFIDENTIAL.” After the inspecting Party has identified 20 the documents it wants copied and produced, the Producing Party must 21 determine which documents, or portions thereof, qualify for protection 22 under this Order. Then, before producing the specified documents, the 23 Producing Party must affix the “CONFIDENTIAL legend” to each 24 page that contains Protected Material. If only a portion or portions of 25 the material on a page qualifies for protection, the Producing Party also 26 must clearly identify the protected portion(s) (e.g., by making 27 appropriate markings in the margins). 1 c. For testimony given in depositions, that the Designating 2 Party identify the Disclosure or Discovery Material on the record, 3 before the close of the deposition all protected testimony. 4 d. For information produced in form other than document 5 and for any other tangible items, that the Producing Party affix in a 6 prominent place on the exterior of the container or containers in which 7 the information is stored the legend “CONFIDENTIAL.” If only a 8 portion or portions of the information warrants protection, the 9 Producing Party, to the extent practicable, shall identify the protected 10 portion(s). 11 C. Inadvertent Failure to Designate 12 1. If timely corrected, an inadvertent failure to designate qualified 13 information or items does not, standing alone, waive the Designating Party’s 14 right to secure protection under this Order for such material. Upon timely 15 correction of a designation, the Receiving Party must make reasonable efforts 16 to assure that the material is treated in accordance with the provisions of this 17 Order. 18 VII. CHALLENGING CONFIDENTIALITY DESIGNATIONS 19 A. Timing of Challenges 20 1. Any party or Non-Party may challenge a designation of 21 confidentiality at any time that is consistent with the Court’s Scheduling Order. 22 B. Meet and Confer 23 1. The Challenging Party shall initiate the dispute resolution 24 process under Local Rule 37.1 et seq. 25 C. The burden of persuasion in any such challenge proceeding shall be on 26 the Designating Party. Frivolous challenges, and those made for an improper 27 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 1 parties) may expose the Challenging Party to sanctions. Unless the Designating 2 Party has waived or withdrawn the confidentiality designation, all parties shall 3 continue to afford the material in question the level of protection to which it is 4 entitled under the Producing Party’s designation until the Court rules on the 5 challenge. 6 VIII. ACCESS TO AND USE OF PROTECTED MATERIAL 7 A. Basic Principles 8 1. A Receiving Party may use Protected Material that is disclosed 9 or produced by another Party or by a Non-Party in connection with this 10 Action only for prosecuting, defending, or attempting to settle this Action. 11 Such Protected Material may be disclosed only to the categories of persons 12 and under the conditions described in this Order. When the Action has been 13 terminated, a Receiving Party must comply with the provisions of 14 Section XIV below. 15 2. Protected Material must be stored and maintained by a 16 Receiving Party at a location and in a secure manner that ensures that access 17 is limited to the persons authorized under this Order. 18 B. Disclosure of “CONFIDENTIAL” Information or Items 19 1. Unless otherwise ordered by the Court or permitted in writing 20 by the Designating Party, a Receiving Party may disclose any information or 21 item designated “CONFIDENTIAL” only to: 22 a. The Receiving Party’s Outside Counsel of Record in this 23 Action, as well as employees of said Outside Counsel of Record to whom 24 it is reasonably necessary to disclose the information for this Action; 25 b. The officers, directors, and employees (including House 26 Counsel) of the Receiving Party to whom disclosure is reasonably 27 necessary for this Action; 1 c. Experts (as defined in this Order) of the Receiving Party 2 to whom disclosure is reasonably necessary for this Action and who 3 have signed the “Acknowledgment and Agreement to Be Bound” 4 (Exhibit A); 5 d. The Court and its personnel; 6 e. Court reporters and their staff; 7 f. Professional jury or trial consultants, mock jurors, and 8 Professional Vendors to whom disclosure is reasonably necessary for 9 this Action and who have signed the “Acknowledgment and 10 Agreement to be Bound” attached as Exhibit A hereto; 11 g. The author or recipient of a document containing the 12 information or a custodian or other person who otherwise possessed or 13 knew the information; 14 h. During their depositions, witnesses, and attorneys for 15 witnesses, in the Action to whom disclosure is reasonably necessary 16 provided: (i) the deposing party requests that the witness sign the 17 “Acknowledgment and Agreement to Be Bound;” and (ii) they will not 18 be permitted to keep any confidential information unless they sign the 19 “Acknowledgment and Agreement to Be Bound,” unless otherwise 20 agreed by the Designating Party or ordered by the Court. Pages of 21 transcribed deposition testimony or exhibits to depositions that reveal 22 Protected Material may be separately bound by the court reporter and 23 may not be disclosed to anyone except as permitted under this 24 Stipulated Protective Order; and 25 i. Any mediator or settlement officer, and their supporting 26 personnel, mutually agreed upon by any of the parties engaged in 27 settlement discussions. 1 IX. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 2 IN OTHER LITIGATION 3 A. If a Party is served with a subpoena or a court order issued in other 4 litigation that compels disclosure of any information or items designated in this 5 Action as “CONFIDENTIAL,” that Party must: 6 1. Promptly notify in writing the Designating Party. Such 7 notification shall include a copy of the subpoena or court order; 8 2. Promptly notify in writing the party who caused the subpoena 9 or order to issue in the other litigation that some or all of the material covered 10 by the subpoena or order is subject to this Protective Order. Such notification 11 shall include a copy of this Stipulated Protective Order; and 12 3. Cooperate with respect to all reasonable procedures sought to be 13 pursued by the Designating Party whose Protected Material may be affected. 14 B. If the Designating Party timely seeks a protective order, the Party 15 served with the subpoena or court order shall not produce any information 16 designated in this action as “CONFIDENTIAL” before a determination by the 17 Court from which the subpoena or order issued, unless the Party has obtained the 18 Designating Party’s permission. The Designating Party shall bear the burden and 19 expense of seeking protection in that court of its confidential material and nothing 20 in these provisions should be construed as authorizing or encouraging a Receiving 21 Party in this Action to disobey a lawful directive from another court. 22 X. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 23 PRODUCED IN THIS LITIGATION 24 A. The terms of this Order are applicable to information produced by a 25 Non-Party in this Action and designated as “CONFIDENTIAL.” Such information 26 produced by Non-Parties in connection with this litigation is protected by the 27 1 remedies and relief provided by this Order. Nothing in these provisions should be 2 construed as prohibiting a Non-Party from seeking additional protections. 3 B. In the event that a Party is required, by a valid discovery request, to 4 produce a Non-Party’s confidential information in its possession, and the Party is 5 subject to an agreement with the Non-Party not to produce the Non-Party’s 6 confidential information, then the Party shall: 7 1. Promptly notify in writing the Requesting Party and the Non- 8 Party that some or all of the information requested is subject to a 9 confidentiality agreement with a Non-Party; 10 2. Promptly provide the Non-Party with a copy of the Stipulated 11 Protective Order in this Action, the relevant discovery request(s), and a 12 reasonably specific description of the information requested; and 13 3. Make the information requested available for inspection by the 14 Non-Party, if requested. 15 C. If the Non-Party fails to seek a protective order from this court within 16 14 days of receiving the notice and accompanying information, the Receiving Party 17 may produce the Non-Party’s confidential information responsive to the discovery 18 request. If the Non-Party timely seeks a protective order, the Receiving Party shall 19 not produce any information in its possession or control that is subject to the 20 confidentiality agreement with the Non-Party before a determination by the court. 21 Absent a court order to the contrary, the Non-Party shall bear the burden and 22 expense of seeking protection in this court of its Protected Material. 23 XI. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 24 A. If a Receiving Party learns that, by inadvertence or otherwise, it has 25 disclosed Protected Material to any person or in any circumstance not authorized 26 under this Stipulated Protective Order, the Receiving Party must immediately 27 (1) notify in writing the Designating Party of the unauthorized disclosures, (2) use 1 its best efforts to retrieve all unauthorized copies of the Protected Material, 2 (3) inform the person or persons to whom unauthorized disclosures were made of 3 all the terms of this Order, and (4) request such person or persons to execute the 4 “Acknowledgment and Agreement to be Bound” that is attached hereto as 5 Exhibit A. 6 XII. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 7 PROTECTED MATERIAL 8 A. When a Producing Party gives notice to Receiving Parties that certain 9 inadvertently produced material is subject to a claim of privilege or other protection, 10 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 11 Procedure 26(b)(5)(B). This provision is not intended to modify whatever 12 procedure may be established in an e-discovery order that provides for production 13 without prior privilege review. Pursuant to Federal Rule of Evidence 502(d) and 14 (e), insofar as the parties reach an agreement on the effect of disclosure of a 15 communication or information covered by the attorney-client privilege or work 16 product protection, the parties may incorporate their agreement in the Stipulated 17 Protective Order submitted to the Court. 18 XIII. MISCELLANEOUS 19 A. Right to Further Relief 20 1. Nothing in this Order abridges the right of any person to seek its 21 modification by the Court in the future. 22 B. Right to Assert Other Objections 23 1. By stipulating to the entry of this Protective Order, no Party 24 waives any right it otherwise would have to object to disclosing or producing 25 any information or item on any ground not addressed in this Stipulated 26 Protective Order. Similarly, no Party waives any right to object on any 27 1 ground to use in evidence of any of the material covered by this Protective 2 Order. 3 C. Filing Protected Material 4 1. A Party that seeks to file under seal any Protected Material must 5 comply with Civil Local Rule 79-5. Protected Material may only be filed 6 under seal pursuant to a court order authorizing the sealing of the specific 7 Protected Material at issue. If a Party's request to file Protected Material 8 under seal is denied by the Court, then the Receiving Party may file the 9 information in the public record unless otherwise instructed by the Court. 10 XIV. FINAL DISPOSITION 11 A. After the final disposition of this Action, as defined in Section V, 12 within sixty (60) days of a written request by the Designating Party, each Receiving 13 Party must return all Protected Material to the Producing Party or destroy such 14 material. As used in this subdivision, “all Protected Material” includes all copies, 15 abstracts, compilations, summaries, and any other format reproducing or capturing 16 any of the Protected Material. Whether the Protected Material is returned or 17 destroyed, the Receiving Party must submit a written certification to the Producing 18 Party (and, if not the same person or entity, to the Designating Party) by the 60 day 19 deadline that (1) identifies (by category, where appropriate) all the Protected 20 Material that was returned or destroyed and (2) affirms that the Receiving Party has 21 not retained any copies, abstracts, compilations, summaries or any other format 22 reproducing or capturing any of the Protected Material. Notwithstanding this 23 provision, Counsel are entitled to retain an archival copy of all pleadings, motion 24 papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, 25 deposition and trial exhibits, expert reports, attorney work product, and consultant 26 and expert work product, even if such materials contain Protected Material. Any 27 1 archival copies that contain or constitute Protected Material remain subject to 2 || this Protective Order as set forth in Section V. 3 B. — Any violation of this Order may be punished by any and all appropriate 4 ||measures including, without limitation, contempt proceedings and/or monetary 5 || sanctions. 6 IS SO ORDERED. 7 8 || DATED: July 7, 2023 9 UNITED GOUCL doer JUDGE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, [print or type full name], of 5 [print or type full address], declare under penalty of perjury that 6 I have read in its entirety and understand the Stipulated Protective Order that was 7 issue by the United States District Court for the Central District of California on 8 [DATE] in the case of [insert formal name of the case 9 and the number and initials assigned to it by the Court]. I agree to comply with and 10 to be bound by all the terms of this Stipulated Protective Order and I understand 11 and acknowledge that failure to so comply could expose me to sanctions and 12 punishment in the nature of contempt. I solemnly promise that I will not disclose 13 in any manner any information or item that is subject to this Stipulated Protective 14 Order to any person or entity except in strict compliance with the provisions of this 15 Order. 16 I further agree to submit to the jurisdiction of the United States District Court 17 for the Central District of California for the purpose of enforcing the terms of this 18 Stipulated Protective Order, even if such enforcement proceedings occur after 19 termination of this action. I hereby appoint [print or 20 type full name] of [print or type full address and 21 telephone number] as my California agent for service of process in connection with 22 this action or any proceedings related to enforcement of this Stipulated Protective 23 Order. 24 Date: 25 City and State where sworn and signed: 26 Printed Name: 27 Signature: