Olive Hill Street Partners, LLC v. SPC Owner LLC

1 Thomas W. Casparian (SBN 169763)

2 COZEN O’CONNOR

401 Wilshire Boulevard, Suite 850

3 Santa Monica, CA 90401

4 Telephone: (310) 393-4000

Facsimile: (310) 394-4700

5 tcasparian@cozen.com

6

Matthew E. Lewitz (SBN 325379)

7

COZEN O’CONNOR

8 601 S. Figueroa Street, Suite 3700

Los Angeles, CA 90017

9

Telephone: (213) 892-7900

10 Facsimile: (213) 892-7999

mlewitz@cozen.com

11

Attorneys for Defendant SPC Owner LLC

12

13 UNITED STATES DISTRICT COURT

14 CENTRAL DISTRICT OF CALIFORNIA – WESTERN DIVISION

15

OLIVE/HILL STREET PARTNERS, LLC, a Case No. 2:21-cv-02003-CAS (PDx)

16

Delaware limited liability company,

17 STIPULATED PROTECTIVE

Plaintiff, ORDER1

18

19 vs.

Action Filed: March 4, 2021

20

SPC OWNER LLC, a Delaware limited Trial: January 17, 2023

21 liability company; and DOES 1-20, inclusive;

22

Defendants.

23

24

25

26

27

1 SPC OWNER LLC, a Delaware limited

liability company,

2

3 Counter-Claimant,

4

vs.

5

OLIVE/HILL STREET PARTNERS, LLC, a

6

Delaware limited liability company, and

7 ROES 1-20

8

Counter-Defendant.

9

10

1. A. PURPOSES AND LIMITATIONS

11

Discovery in this action is likely to involve production of confidential,

12

proprietary, or private information for which special protection from public

13

disclosure and from use for any purpose other than prosecuting this litigation may be

14

warranted. Accordingly, the parties hereby stipulate to and petition the Court to enter

15

the following Stipulated Protective Order. The parties acknowledge that this Order

16

does not confer blanket protections on all disclosures or responses to discovery and

17

that the protection it affords from public disclosure and use extends only to the

18

limited information or items that are entitled to confidential treatment under the

19

applicable legal principles.

20

B. GOOD CAUSE STATEMENT

21

This action is likely to involve trade secrets, other valuable research,

22

development, commercial, financial, technical and/or proprietary information for

23

which special protection from public disclosure and from use for any purpose other

24

than prosecution of this action is warranted. Such confidential and proprietary

25

materials and information consist of, among other things, confidential business or

26

financial information, information regarding confidential business practices,

27

confidential proposed purchase and sale terms, term sheets, or other confidential

1 research, development, or commercial information (including information

2 implicating privacy rights of third parties), information otherwise generally

3 unavailable to the public, or which may be privileged or otherwise protected from

4 disclosure under state or federal statutes, court rules, case decisions, or common law.

5 Due to the potential for competitive harm, information such as business strategies

6 and methods, identities of investors and potential acquisitions may need to be

7 disclosed only to a party’s attorneys. Accordingly, to expedite the flow of

8 information, to facilitate the prompt resolution of disputes over confidentiality of

9 discovery materials, to adequately protect information the parties are entitled to keep

10 confidential, to ensure that the parties are permitted reasonable necessary uses of

11 such material in preparation for and in the conduct of trial, to address their handling

12 at the end of the litigation, and serve the ends of justice, a protective order for such

13 information is justified in this matter. To adequately protect information the parties

14 are entitled to keep confidential and to prevent competitive harm two tiers of

15 confidentiality designations—“CONFIDENTIAL” and “HIGHLY

16 CONFIDENTIAL-ATTORNEY EYES ONLY”—are required. It is the intent of the

17 parties that information will not be designated as confidential for tactical reasons

18 and that nothing be so designated without a good faith belief that it has been

19 maintained in a confidential, non-public manner, and there is good cause why it

20 should not be part of the public record of this case.

21 C. ACKNOWLEDGMENT OF PROCEDURE FOR FILING UNDER SEAL

22 The parties further acknowledge, as set forth in Section 12.3, below, that this

23 Stipulated Protective Order does not entitle them to file confidential information

24 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and

25 the standards that will be applied when a party seeks permission from the court to

26 file material under seal.

27 There is a strong presumption that the public has a right of access to judicial

1 proceedings and records in civil cases. In connection with non-dispositive motions,

2 good cause must be shown to support a filing under seal. See Kamakana v. City and

3 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. Motors

4 Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony Electrics,

5 Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require

6 good cause showing), and a specific showing of good cause or compelling reasons

7 with proper evidentiary support and legal justification, must be made with respect to

8 Protected Material that a party seeks to file under seal. The parties’ mere designation

9 of Disclosure or Discovery Material as CONFIDENTIAL does not—without the

10 submission of competent evidence by declaration, establishing that the material

11 sought to be filed under seal qualifies as confidential, privileged, or otherwise

12 protectable—constitute good cause.

13 Further, if a party requests sealing related to a dispositive motion or trial, then

14 compelling reasons, not only good cause, for the sealing must be shown, and the

15 relief sought shall be narrowly tailored to serve the specific interest to be protected.

16 See Pintos v. Pacific Creditors Ass’n, 605 F.3d 665, 677-79 (9th Cir. 2010). For each

17 item or type of information, document, or thing sought to be filed or introduced under

18 seal in connection with a dispositive motion or trial, the party seeking protection

19 must articulate compelling reasons, supported by specific facts and legal

20 justification, for the requested sealing order. Again, competent evidence supporting

21 the application to file documents under seal must be provided by declaration.

22 Any document that is not confidential, privileged, or otherwise protectable in

23 its entirety will not be filed under seal if the confidential portions can be redacted. If

24 documents can be redacted, then a redacted version for public viewing, omitting only

25 the confidential, privileged, or otherwise protectable portions of the document, shall

26 be filed. Any application that seeks to file documents under seal in their entirety

27 should include an explanation of why redaction is not feasible.

1 2. DEFINITIONS

2 2.1 Action: This pending civil action captioned Olive/Hill Street

3 Partners, LLC v. SPC Owner LLC (Case No. 2:21-cv-02003-CAS (PDx)).

4 2.2 Challenging Party: a Party or Non-Party that challenges

5 the designation of information or items under this Order.

6 2.3 “CONFIDENTIAL” Information or Items: information (regardless of

7 how it is generated, stored or maintained), documents, testimony or tangible things

8 that qualify for protection under Federal Rule of Civil Procedure 26(c), and as

9 specified above in the Good Cause Statement.

10 2.4 “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY”

11 Information or Items: information (regardless of how it is generated, stored or

12 maintained), documents, testimony or tangible things or the portion thereof that: (a)

13 qualify for protection under Federal Rule of Civil Procedure 26(c) and as specified

14 above in the Good Cause Statement, (b) meet the definition of “CONFIDENTIAL

15 Information or Items,” and (c) are particularly sensitive such that the Designating

16 Party has an objectively reasonable belief that such information, documents,

17 testimony, or tangible things pose a serious risk of competitive harm to the

18 Designating Party should the information, documents, testimony, or tangible things

19 become known to a person or party other than the Designating Party and other than

20 as permitted herein. It is anticipated that the “HIGHLY CONFIDENTIAL –

21 ATTORNEY EYES ONLY” designation shall be limited to information, documents,

22 testimony, or tangible things that constitute or contain trade secrets or commercially

23 sensitive information, such as pricing, profits, valuations, marketing strategies, and

24 private placement memoranda.

25 2.5 Counsel: Outside Counsel of Record and In-House Counsel (as well as

26 their support staff).

27 2.6 Designating Party: a Party or Non-Party that designates information or

1 items that it produces in disclosures or in responses to discovery as

2 “CONFIDENTIAL.”

3 2.7 Disclosure or Discovery Material: all items or information, regardless

4 of the medium or manner in which it is generated, stored, or maintained (including,

5 among other things, testimony, transcripts, and tangible things), that are produced or

6 generated in disclosures or responses to discovery in this matter.

7 2.8 Expert: a person with specialized knowledge or experience in a matter

8 pertinent to the litigation who has been retained by a Party or its counsel to serve as

9 an expert witness or as a consultant in this Action.

10 2.9 In-House Counsel: attorneys who are employees of a party to this

11 Action. In-House Counsel does not include Outside Counsel of Record or any other

12 outside counsel.

13 2.10 Non-Party: any natural person, partnership, corporation, association, or

14 other legal entity not named as a Party to this action.

15 2.11 Outside Counsel of Record: attorneys who are not employees of a party

16 to this Action but are retained to represent or advise a party to this Action and have

17 appeared in this Action on behalf of that party or are affiliated with a law firm which

18 has appeared on behalf of that party, and includes support staff.

19 2.12 Party: any party to this Action, including all of its officers, directors,

20 employees, consultants, retained experts, and Outside Counsel of Record (and their

21 support staffs).

22 2.13 Producing Party: a Party or Non-Party that produces Disclosure or

23 Discovery Material in this Action.

24 2.14 Professional Vendors: persons or entities that provide litigation support

25 services (e.g., photocopying, videotaping, translating, preparing exhibits or

26 demonstrations, and organizing, storing, or retrieving data in any form or medium)

27 and their employees and subcontractors.

1 2.15 Protected Material: any Disclosure or Discovery Material that is

2 designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY

3 EYES ONLY.”

4 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material

5 from a Producing Party.

6 3. SCOPE

7 The protections conferred by this Stipulation and Order cover not only

8 Protected Material (as defined above), but also (1) any information copied or

9 extracted from Protected Material; (2) all copies, excerpts, summaries, or

10 compilations of Protected Material; and (3) any testimony, conversations, or

11 presentations by Parties or their Counsel that might reveal Protected Material.

12 Any use of Protected Material at trial shall be governed by the orders of the

13 trial judge. This Order does not govern the use of Protected Material at trial.

14 4. DURATION

15 FINAL DISPOSITION of the action is defined as the conclusion of any

16 appellate proceedings, or, if no appeal is taken, when the time for filing of an appeal

17 has run. Except as set forth below, the terms of this protective order apply through

18 FINAL DISPOSITION of the action. The parties may stipulate that the they will be

19 contractually bound by the terms of this agreement beyond FINAL DISPOSITION,

20 but will have to file a separate action for enforcement of the agreement once all

21 proceedings in this case are complete.

22 Once a case proceeds to trial, information that was designated as

23 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY”

24 or maintained pursuant to this protective order used or introduced as an exhibit at

25 trial becomes public and will be presumptively available to all members of the public,

26 including the press, unless compelling reasons supported by specific factual findings

27 to proceed otherwise are made to the trial judge in advance of the trial. See

1 Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” showing for sealing

2 documents produced in discovery from “compelling reasons” standard when merits-

3 related documents are part of court record). Accordingly, for such materials, the

4 terms of this protective order do not extend beyond the commencement of the trial.

5 5. DESIGNATING PROTECTED MATERIAL

6 5.1 Exercise of Restraint and Care in Designating Material for Protection.

7 Each Party or Non-Party that designates information or items for protection

8 under this Order must take care to limit any such designation to specific material

9 that qualifies under the appropriate standards. The Designating Party must designate

10 for protection only those parts of material, documents, items, or oral or written

11 communications that qualify so that other portions of the material, documents,

12 items, or communications for which protection is not warranted are not swept

13 unjustifiably within the ambit of this Order.

14 Mass, indiscriminate, or routinized designations are prohibited. Designations

15 that are shown to be clearly unjustified or that have been made for an improper

16 purpose (e.g., to unnecessarily encumber the case development process or to impose

17 unnecessary expenses and burdens on other parties) may expose the Designating

18 Party to sanctions.

19 If it comes to a Designating Party’s attention that information or items that it

20 designated for protection do not qualify for protection, that Designating Party must

21 promptly notify all other Parties that it is withdrawing the inapplicable designation.

22 The protections conferred by this Order do not cover any documents or

23 information (i) already in the public domain at the time of disclosure; (ii) that

24 becomes part of the public domain after its disclosure as a result of disclosure not

25 involving a violation of this Order, including by becoming part of the public record

26 in this Action through trial or otherwise; or (iii) disclosed independently from this

27 Action, from a source who obtained the document or information lawfully and was

1 under no obligation of confidentiality.

2 5.2 Manner and Timing of Designations. Except as otherwise provided in

3 this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise

4 stipulated or ordered, Disclosure or Discovery Material that qualifies for protection

5 under this Order must be clearly so designated before the material is disclosed or

6 produced.

7 Designation in conformity with this Order requires:

8 (a) for information in documentary form (e.g., paper or electronic

9 documents, but excluding transcripts of depositions or other pretrial or trial

10 proceedings), that the Producing Party affix at a minimum, the legend

11 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL” legend), , or the legend

12 “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY” (hereinafter “HIGHLY

13 CONFIDENTIAL legend”) to each page that contains protected material. If only a

14 portion or portions of the material on a page qualifies for protection, the Producing

15 Party also must clearly identify the protected portion(s) (e.g., by making appropriate

16 markings in the margins).

17 A Party or Non-Party that makes original documents available for inspection

18 need not designate them for protection until after the inspecting Party has indicated

19 which documents it would like copied and produced. During the inspection and

20 before the designation, all of the material made available for inspection shall be

21 deemed “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY EYES

22 ONLY.” After the inspecting Party has identified the documents it wants copied and

23 produced, the Producing Party must determine which documents, or portions thereof,

24 qualify for protection under this Order. Then, before producing the specified

25 documents, the Producing Party must affix the “CONFIDENTIAL” legend or

26 “HIGHLY CONFIDENTIAL LEGEND”to each page that contains Protected

27 Material. If only a portion or portions of the material on a page qualifies for

1 protection, the Producing Party also must clearly identify the protected portion(s)

2 (e.g., by making appropriate markings in the margins).

3 (b) for testimony given in depositions that the Designating Party either (i)

4 identify the Disclosure or Discovery Material on the record, before the close of the

5 deposition all protected testimony, or (ii) designate the entirety of the deposition

6 testimony as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY

7 EYES ONLY” before the close of the deposition with the right to identify more

8 specific portions of the deposition testimony as to which protection is sought within

9 thirty (30) days following receipt of the deposition transcript. In circumstances where

10 portions of the deposition testimony are designated for protection, the transcript pages

11 containing “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY

12 EYES ONLY” information may be separately bound by the court reporter, who must

13 affix to the top of each page the legend “CONFIDENTIAL” or “HIGHLY

14 CONFIDENTIAL – ATTORNEY EYES ONLY”as instructed by the Designating

15 Party.

16 (c) for information produced in some form other than documentary and for

17 any other tangible items, that the Producing Party affix in a prominent place on the

18 exterior of the container or containers in which the information is stored the legend

19 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY.”

20 If only a portion or portions of the information warrants protection, the Producing

21 Party, to the extent practicable, shall identify the protected portion(s).

22 5.3 Designation as to Non-Party Disclosure or Discovery Material.

23 Any Disclosure or Discovery Material that may be produced by a Non-Party

24 in discovery in this Action pursuant to subpoena or otherwise may be designated by

25 such Non-Party or any Party to this Action as “CONFIDENTIAL” or

26 “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY” under the terms of this

27 Order. Any such designation by a Non-Party shall have the same force and effect,

1 and create the same duties and obligations, as if made by one of the undersigned

2 Parties hereto. Any such designation shall also function as a consent by such Non-

3 Party or Party to the authority of the Court in the Action to resolve and conclusively

4 determine any motion or other application by any Non-Party or Party with respect to

5 such designation, or any other matter arising under this Order.

6 5.4 Inadvertent Failures to Designate. If timely corrected, an inadvertent

7 failure to designate qualified information or items does not, standing alone, waive

8 the Designating Party’s right to secure protection under this Order for such material.

9 Upon timely correction of a designation, the Receiving Party must make reasonable

10 efforts to assure that the material is treated in accordance with the provisions of this

11 Order.

12 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

13 6.1 Timing of Challenges. Any Party or Non-Party may challenge a

14 designation of “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY

15 EYES ONLY”at any time that is consistent with the Court’s Scheduling Order.

16 6.2 Meet and Confer. The Challenging Party shall initiate the dispute

17 resolution process under Local Rule 37.1 et seq.

18 6.3 The burden of persuasion in any such challenge proceeding shall be on

19 the Designating Party. Frivolous challenges, and those made for an improper purpose

20 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may

21 expose the Challenging Party to sanctions. Unless the Designating Party has waived

22 or withdrawn the confidentiality designation, all parties shall continue to afford the

23 material in question the level of protection to which it is entitled under the Producing

24 Party’s designation until the Court rules on the challenge.

25 7. ACCESS TO AND USE OF PROTECTED MATERIAL

26 7.1 Basic Principles. A Receiving Party may use Protected Material that is

27 disclosed or produced by another Party or by a Non-Party in connection with this

1 Action only for prosecuting, defending, or attempting to settle this Action. Such

2 Protected Material may be disclosed only to the categories of persons and under the

3 conditions described in this Order. When the Action has been terminated, a

4 Receiving Party must comply with the provisions of section 13 below (FINAL

5 DISPOSITION).

6 Protected Material must be stored and maintained by a Receiving Party at a

7 location and in a secure manner that ensures that access is limited to the persons

8 authorized under this Order.

9 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless

10 otherwise ordered by the court or permitted in writing by the Designating Party, a

11 Receiving Party may disclose any information or item designated

12 “CONFIDENTIAL” only to:

13 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well

14 as employees of said Outside Counsel of Record to whom it is reasonably necessary

15 to disclose the information for this Action;

16 (b) the officers, directors, and employees (including In-House Counsel) of

17 the Receiving Party to whom disclosure is reasonably necessary for this Action;

18 (c) Experts (as defined in this Order) of the Receiving Party to whom

19 disclosure is reasonably necessary for this Action and who have signed the

20 “Acknowledgment and Agreement to Be Bound” (Exhibit A);

21 (d) the court and its personnel;

22 (e) court reporters and their staff;

23 (f) professional jury or trial consultants, mock jurors, and Professional

24 Vendors to whom disclosure is reasonably necessary for this Action and who have

25 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

26 (g) the author or recipient of a document containing the information or a

27 custodian or other person who otherwise possessed or knew the information;

1 (h) during their depositions, witnesses , and attorneys for witnesses, in the

2 Action to whom disclosure is reasonably necessary provided: (1) the deposing party

3 requests that the witness sign the form “Acknowledgment and Agreement to Be

4 Bound” attached as Exhibit 1A hereto; and (2) they will not be permitted to keep any

5 confidential information unless they sign the “Acknowledgment and Agreement to

6 Be Bound” (Exhibit A), unless otherwise agreed by the Designating Party or ordered

7 by the court. Pages of transcribed deposition testimony or exhibits to depositions that

8 reveal Protected Material may be separately bound by the court reporter and may

9 not be disclosed to anyone except as permitted under this Stipulated Protective

10 Order; and

11 (i) any mediator or settlement officer, and their supporting personnel,

12 mutually agreed upon by any of the parties engaged in settlement discussions.

13 7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEY EYES

14 ONLY” Information or Items. Unless otherwise ordered by the court or permitted in

15 writing by the Designating Party, a Receiving Party may disclose material

16 designated “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY” without

17 further approval only to:

18 (a) The Receiving Party’s Outside Counsel of Record in this action and

19 other attorneys from Outside Counsel of Record’s law firm and employees of

20 Outside Counsel of Record to whom it is reasonably necessary to disclose the

21 information for this Action and the Receiving Party’s In- House Counsel;

22 (b) Experts (as defined in this Order) of the Receiving Party to whom

23 disclosure is reasonably necessary for this Action and who have signed the

24 “Acknowledgment and Agreement to Be Bound” (Exhibit A);

25 (c) the court and its personnel;

26 (d) court reporters and their staff;

27 (e) professional jury or trial consultants, and Professional Vendors to

1 whom disclosure is reasonably necessary, and who have signed the

2 “Acknowledgment and Agreement to Be Bound” (Exhibit A); and

3 (f) the author or recipient of a document containing the material, or a

4 custodian or other person who otherwise possessed or knew the information;

5 (g) during their depositions, witnesses , and attorneys for witnesses, in the

6 Action to whom disclosure is reasonably necessary provided: (1) the deposing party

7 requests that the witness sign the form “Acknowledgment and Agreement to Be

8 Bound” attached as Exhibit 1A hereto; and (2) they will not be permitted to keep

9 any confidential information unless they sign the “Acknowledgment and Agreement

10 to Be Bound” (Exhibit A), unless otherwise agreed by the Designating Party or

11 ordered by the court. Pages of transcribed deposition testimony or exhibits to

12 depositions that reveal Protected Material may be separately bound by the court

13 reporter and may not be disclosed to anyone except as permitted under this

14 Stipulated Protective Order; and

15 (h) any mediator or settlement officer, and their supporting personnel,

16 mutually agreed upon by any of the parties engaged in settlement discussions.

17 7.4 Procedures for Disclosure of “HIGHLY CONFIDENTIAL –

18 ATTORNEY EYES ONLY” Material to Experts.

19 (a) Unless otherwise ordered by the Court or agreed to in writing by the

20 Designating Party, a Party that seeks to disclose to an Expert (as defined in this

21 Order) any information, documents, testimony, or tangible things that have been

22 designated “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY” pursuant to

23 Paragraph 2.4 and Paragraph 5 first must conduct a reasonable investigation of the

24 Expert and determine that (1) neither the Expert nor his or her current employer are

25 currently involved in the potential purchase and sale of the real property at issue in

26 the instant dispute (the “Property”) including, but not limited to, preparing or

27 submitting a bid to purchase the Property, consulting with any person or entity

1 regarding the purchase and sale of the Property, marketing the Property, or assisting

2 with financing for the purchase and sale of the Property; (2) neither the Expert nor

3 his or her employer intend, and agree not to, submit a bid to purchase the Property

4 or otherwise engage in the conduct described more fully in the preceding

5 subparagraph (a) for a period of up to five (5) years after the termination of this

6 action; and (3) the Expert and all persons or entities working with or for the Expert

7 that will receive the “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY”

8 material have executed the “Acknowledgment and Agreement To Be Bound”

9 (Exhibit A).

10 (b) For each such investigation completed, counsel who conducted the

11 investigation must prepare and sign a declaration attesting to the reasonableness of

12 his or her investigation and that the investigation determined that (1) neither the

13 Expert nor his or her current employer are currently involved in the potential

14 purchase and sale of the Property including, but not limited to, preparing or

15 submitting a bid to purchase the Property, consulting with any person or entity

16 regarding the purchase and sale of the Property, marketing the Property, assisting

17 with financing for the purchase and sale of the Property; (2) neither the Expert nor

18 his or her employer intend, and agree not to, submit a bid to purchase the Property

19 or otherwise engage in the conduct described more fully in the preceding

20 subparagraph (1) for a period of up to five (5) years after the termination of this

21 action; and (3) the Expert and all persons or entities working with or for the Expert

22 that will receive the “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY”

23 material have executed the “Acknowledgment and Agreement To Be Bound”

24 (Exhibit A). The Receiving Party shall keep and store all such declarations and

25 shall provide them to the Designating Party at the conclusion of the litigation or as

26 otherwise ordered by the Court upon a showing of good cause by the Designating

27 Party.

1 (c) The Receiving Party shall maintain a log of all persons to whom any

2 information, documents, testimony, or tangible things designated “HIGHLY

3 CONFIDENTIAL – ATTORNEY EYES ONLY” is provided, and shall provide

4 such log to the Designating Party at the conclusion of the litigation or as otherwise

5 ordered by the Court upon a showing of good cause by the Designating Party. The

6 log shall be kept with sufficient detail to allow the Designating Party to determine

7 whether the Receiving Party has complied with the requirements of this Order.

8 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED

9 IN OTHER LITIGATION

10 If a Party is served with a subpoena or a court order issued in other litigation

11 that compels disclosure of any information or items designated in this Action as

12 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEY EYES ONLY”

13 that Party must:

14 (a) promptly notify in writing the Designating Party. Such notification shall

15 include a copy of the subpoena or court order;

16 (b) promptly notify in writing the party who caused the subpoena or order

17 to issue in the other litigation that some or all of the material covered by the subpoena

18 or order is subject to this Protective Order. Such notification shall include a copy of

19 this Stipulated Protective Order; and

20 (c) cooperate with respect to all reasonable procedures sought to be pursued

21 by the Designating Party whose Protected Material may be affected.

22 If the Designating Party timely seeks a protective order, the Party served

23 with the subpoena or court order shall not produce any information designated in this

24 action as “CONFIDENTIAL” or “HIGHLY -CONFIDENTIAL-ATTORNEY EYES

25 ONLY” before a determination by the court from which the subpoena or order issued,

26 unless the Party has obtained the Designating Party’s permission. The Designating

27 Party shall bear the burden and expense of seeking protection in that court of its

1 confidential material and nothing in these provisions should be construed as

2 authorizing or encouraging a Receiving Party in this Action to disobey a lawful

3 directive from another court.

4 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT

5 TO BE PRODUCED IN THIS LITIGATION

6 (a) The terms of this Order are applicable to information produced by a

7 Non-Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY

8 CONFIDENTIAL – ATTORNEY EYES ONLY” Such information produced by

9 Non-Parties in connection with this litigation is protected by the remedies and relief

10 provided by this Order. Nothing in these provisions should be construed as

11 prohibiting a Non-Party from seeking additional protections.

12 (b) In the event that a Party is required, by a valid discovery request, to

13 produce a Non-Party’s confidential information in its possession, and the Party is

14 subject to an agreement with the Non-Party not to produce the Non-

15 Party’sconfidential information, then the Party shall:

16 (1) promptly notify in writing the Requesting Party and the Non-Party

17 that some or all of the information requested is subject to a confidentiality agreement

18 with a Non-Party;

19 (2) promptly provide the Non-Party with a copy of the Stipulated

20 Protective Order in this Action, the relevant discovery request(s), and a reasonably

21 specific description of the information requested; and

22 (3) make the information requested available for inspection by the

23 Non-Party, if requested.

24 (c) If the Non-Party fails to seek a protective order from this court within

25 14 days of receiving the notice and accompanying information, the Receiving Party

26 may produce the Non-Party’s confidential information responsive to the discovery

27 request. If the Non-Party timely seeks a protective order, the Receiving Party shall

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 10. 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 or

11 persons to whom unauthorized disclosures were made of all the terms of this Order,

12 and (d) request such person or persons to execute the “Acknowledgment and

13 Agreement to Be Bound” that is attached hereto as Exhibit A.

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 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.

22 12. MISCELLANEOUS

23 12.1 Right to Further Relief. Nothing in this Order abridges the right of any

24 person to seek its modification by the Court in the future.

25 12.2 Right to Assert Other Objections. By stipulating to the entry of this

26 Protective Order no Party waives any right it otherwise would have to object to

27 disclosing or producing any information or item on any ground not addressed in this

1 Stipulated Protective Order. Similarly, no Party waives any right to object on any

2 ground to use in evidence of any of the material covered by this Protective Order.

3 12.3 Filing Protected Material. A Party that seeks to file under seal any

4 Protected Material must comply with Civil Local Rule 79-5. Protected Material may

5 only be filed under seal pursuant to a court order authorizing the sealing of the

6 specific Protected Material at issue. If a Party's request to file Protected Material

7 under seal is denied by the court, then the Receiving Party may file the information

8 in the public record unless otherwise instructed by the court.

9 13. FINAL DISPOSITION

10 After the final disposition of this Action, as defined in paragraph 4, within 60

11 days of a written request by the Designating Party, each Receiving Party must return

12 to the Producing Party or destroy all Protected Material produced or exchanged in

13 this Action and not otherwise in the Receiving Party’s possession, custody, or control

14 prior to commencement of this Action. As used in this subdivision, “all Protected

15 Material” includes all copies, abstracts, compilations, summaries, and any other

16 format reproducing or capturing any of the Protected Material. Whether the Protected

17 Material is returned or destroyed, the Receiving Party must submit a written

18 certification to the Producing Party (and, if not the same person or entity, to the

19 Designating Party) by the 60 day deadline that (1) identifies (by category, where

20 appropriate) all the Protected Material that was returned or destroyed and (2) affirms

21 that the Receiving Party has not retained any copies, abstracts, compilations,

22 summaries or any other format reproducing or capturing any of the Protected

23 Material. Notwithstanding this provision, Counsel are entitled to retain an archival

24 copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal

25 memoranda, correspondence, deposition and trial exhibits, expert reports, attorney

26 work product, and consultant and expert work product, even if such materials contain

27 Protected Material. Any such archival copies that contain or constitute Protected

1 Material remain subject to this Protective Order as set forth in Section 4

2 (DURATION).

3 14. 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 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

7

8 DATED: October 13, 2021

9

10 /s/ Charles Avrith

Charles Avrith

11

Browne George Ross O’Brien Annaguey & Ellis LLP

12 Attorneys for Plaintiff/Counter-Defendant Olive/Hill Street Partners, LLC

13

14

DATED: October 13, 2021

15

16

/s/ Thomas W. Casparian

17

Thomas W. Casparian

18 Cozen O’Connor

Attorneys for Defendant/Counterclaimant SPC Owner LLC

19

20

21

FILER’S ATTESTATION PURSUANT TO L.R. 5-4.3.4(a)(2)

22

I, Thomas W. Casparian, attest that all other signatories listed, and on whose

23

behalf the filing is submitted, concur in the filing’s content and have authorized the

24

filing.

25

26 /s/ Thomas W. Casparian

Thomas W. Casparian

27

1 EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

2

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 Olive/Hill Street Partners, LLC v. SPC Owner LLC (Case

8

No. 2:21-cv-02003-CAS (PDx). I agree to comply with and to be bound by all the

9

terms of this Stipulated Protective Order and I understand and acknowledge that

10

failure 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 information

12

or item that is subject to this Stipulated Protective Order to any person or entity

13

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 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 or

18

type full name] of _________ [print or type full address and telephone number] as

19

my California agent for service of process in connection with this action or any

20

proceedings related to enforcement of this Stipulated Protective Order.

21

22 Date: __________________________

23

City and State where sworn and signed: _____________________________

24

25

Printed name: ____________________________________

26

27 Signature: ________________________________

| ORDER

2 Upon due consideration of the Joint Stipulation Governing The Discovery &

3 || Production Of Protected Material, dated October 13, 2021, entered into between

4 || Plaintiff/Counter-Defendant Olive/Hill Street Partners, LLC and Defendant/Counter-

5 || Claimant SPC Owner LLC (the “Stipulation”), and for good cause shown, the

6 || Stipulation is hereby approved.

7

|| ITIS SO ORDERED.

9 || DATED: October 14, 2021

10 .

Palaces Lrna hoe

Patricia Donahue .

United States Magistrate Judge

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28 22