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UNITED STATES DISTRICT COURT DOCUMENT
SOUTHERN DISTRICT OF NEW YORK ELECTRONICALLY FILED
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Plaintiff, :
No.: 24-cv-6788 (GHW)
-against-
FEDERAL RESERVE BANK OF NEW YORK,
Defendant.
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STIPULATED CONFIDENTIALITY AGREEMENT
AND PROTECTIVE ORDER
GREGORY H. WOODS, District Judge:
WHEREAS, all of the patties to this action (collectively, the “Parties” and each individually,
a “Party”) request that this Court issue a protective order pursuant to Federal Rule of Civil
Procedure 26(c) to protect the confidentiality of nonpublic and competitively sensitive information
that they may need to disclose in connection with discovery in this action;
WHEREAS, the Patties, through counsel, agree to the following terms; and
WHEREAS, this Coutt finds that good cause exists for issuance of an appropriately tailored
confidentiality order governing the pretrial phase of this action;
IT IS HEREBY ORDERED that the Patties to this action, their respective officers, agents,
servants, employees, and attorneys, any other petson in active concert or participation with any of
the foregoing, and all other persons with actual notice of this Order will adhere to the following
terms, upon pain of contempt:
1, With respect to “Discovery Material” (z¢., information of any kind produced
or disclosed in the course of discovery in this action) that a person has designated as “Confidential”
pursuant to this Order, no person subject to this Order may disclose such Confidential Discovery
Material to anyone else except as expressly permitted hereunder:
2. The Party or person producing or disclosing Discovery Material
(each, “Producing Party”) may designate as Confidential only the portion of such material
that it reasonably and in good faith believes consists of:
(a) pteviously non-disclosed financial information (including without
limitation profitability reports ot estimates, percentage fees, design fees,
royalty rates, minimum guarantee payments, sales reports, and sale
margins);
(b) previously non-disclosed material relating to ownership or control of
any non-public company;
(c) previously non-disclosed business plans, product-development
information, or marketing plans,
(d) information relating in any way to the regulation or supetvision of a bank
ot bank holding company, in whatever form, whether preliminary or
final, including reports of examination of inspection, examiner
workpapets, correspondence, communications, memoranda, agreements,
orders, or other documents prepared by, on behalf of, or for the use of
the Board of Governors of the Federal Reserve System (“Board”) or any
Federal Reserve Bank—including information subject to 12 C.F.R. §§
261.2(c)(1), 261.20-261.23—or any other federal or state regulatory
authority’ (“Federal Reserve Supervisory Information”),
(e) information that is treated as confidential, non-public, or exempt from
disclosure under any applicable statute or regulation, or which is treated
The parties understand and agree that the use of any such regulatory or supervisory
information is governed by the regulations of the applicable government agencly/ies].
as confidential by the Federal Reserve System,
(f) security ptocedures and protocols, including any information relating in
any way to technology or information security systems of the Federal
Reserve Bank of New York, the Board or any other part of the Federal
Resetve System (“Federal Reserve Security Information”),
(2) any information of a personal or intimate nature regarding any individual; or
(h) any other category of information given confidential status by this
Coutt after the date of this Order.
3. With respect to the Confidential portion of any Discovery Material
other than deposition transcripts and exhibits, the Producing Patty or its counsel may designate
such portion as “Confidential” by: (a) stamping or otherwise clearly marking as “Confidential”
the protected portion in a manner that will not interfere with legibility or audibility; and (b)
ptoducing for future public use another copy of said Discovery Material with the confidential
information redacted.
4. A Producing Party or its counsel may designate deposition exhibits or
portions of deposition transcripts as Confidential Discovery Material either by: (a) indicating on
the record during the deposition that a question calls for Confidential information, in which case
the reporter will bind the transcript of the designated testimony in a separate volume and mark it
as “Confidential Information Governed by Protective Order;” or (b) notifying the reporter and
all counsel of record, in writing, within 30 days after a deposition has concluded, of the specific
pages and lines of the transcript that are to be designated “Confidential,” in which case all
counsel receiving the transcript will be responsible for marking the copies of the designated
transcript in their possession or under their control as directed by the Producing Party or that
person’s counsel. During the 30-day period following a deposition, all Parties will treat the entire
deposition transcript as if it had been designated Confidential.
5, If at any time before the termination of this action a Producing Party
realizes that it should have designated as Confidential some portion(s) of Discovery Material that
it previously produced without limitation, the Producing Party may so designate such material by
notifying all Parties in writing. Thereafter, all persons subject to this Order will treat such
designated portion(s) of the Discovery Material as Confidential. In addition, the Producing Party
shall provide each other Patty with replacement versions of such Discovery Material that bears the
“Confidential” designation within two business days of providing such notice.
6. Nothing contained in this Order will be construed as: (a) a waiver by a
Party or person of its right to object to any discovery request; (b) a waiver of any privilege or
protection; or (c) a ruling regarding the admissibility at trial of any document, testimony, or other
evidence.
7. Where a Producing Party has designated Discovery Material as
Confidential, other persons subject to this Order may disclose such information only to the
following persons:
(a) the Parties to this action, their insurers, and counsel to their insurers;
(b) counsel retained specifically for this action, including any paralegal,
clerical, or other assistant that such outside counsel employs and
assigns to this matter; outside vendors or service providers (such as
copy-setvice providers and document-management consultants) that
counsel hire and assign to this matter;
(c) any mediator or arbitrator that the Parties engage in this matter or that
this Court appoints, provided such person has first executed a Non-
Disclosure Agreement in the form annexed as Exhibit A hereto;
(d) as to any document, its author, its addressee, and any other person
indicated on the face of the document as having received a copy;
(e) any witness who counsel for a Party in good faith believes may be called
to testify at trial or deposition in this action, provided such person has
first executed a Non-Disclosure Agreement in the form annexed as
Exhibit A hereto;
(8 any person a Party retains to setve as an expert witness or otherwise
provide specialized advice to counsel in connection with this action,
provided such person has first executed a Non-Disclosure Agteement in
the form annexed as Exhibit A hereto;
(g) stenographets engaged to transcribe depositions the Parties conduct in
this action; and
(h) this Court, including any appellate court, its support personnel, and
coutt reporters.
8. Before disclosing any Confidential Discovery Material to any person
referred to in subparagraphs 7(c), (d), 7(f), or 7(g) above, counsel must provide a copy of this
Order to such person, who must sign a Non-Disclosure Agreement in the form annexed as
Exhibit A hereto stating that he or she has read this Order and agrees to be bound by its terms.
Said counsel must retain each signed Non-Disclosure Agreement, hold it in escrow, and produce
it to opposing counsel either before such petson is permitted to testify (at deposition or trial) or
at the conclusion of the case, whichever comes first.
9, This Order binds the Parties and certain others to treat as Confidential
any Discovery Materials so classified. The Court has not, however, made any finding regarding
the confidentiality of any Discovery Materials, and retains full discretion to determine whether to
afford confidential treatment to any Discovery Material designated as Confidential hereunder.
All persons ate placed on notice that the Coutt is unlikely to seal or otherwise afford confidential
treatment to any Discovery Material introduced into evidence at trial, even if such material has
previously been sealed or designated as Confidential.
10. In filing Confidential Discovery Material with this Court, or filing
portions of any pleadings, motions, or other papers that disclose such Confidential Discovery
Material (“Confidential Court Submission”), the Parties shall publicly file a redacted copy of the
Confidential Court Submission via the Electronic Case Filing System. In accordance with Rule
4(A) of the Court’s Individual Rules of Practice in Civil Cases, the Parties shall file an
untedacted copy of the Confidential Court Submission under seal with the Clerk of this Court,
and the Patties shall serve this Court and opposing counsel with unredacted courtesy copies of
the Confidential Court Submission. In accordance with Rule 4(A) of this Court’s Individual
Rules of Practice in Civil Cases, any Party that seeks to file Confidential Discovery Material
under seal must file an application and supporting declaration justifying—on a particularized
basis—the sealing of such documents. The parties should be aware that the Court will unseal
documents if it is unable to make “specific, on the record findings ... demonstrating that
closure is essential to preserve higher values and is nattowly tailored to serve that interest.”
Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 120 (2d Cir. 2006).
11. Any Party who objects to any designation of confidentiality may at any
time before the trial of this action serve upon counsel for the Producing Party a written notice
stating with patticularity the grounds of the objection. If the Patties cannot reach agreement
promptly, counsel for all affected Patties will address their dispute to this Court in accordance
with paragraph 2(C) of this Court’s Individual Practices.
12. Any Party who requests additional limits on disclosure (such as “attorneys’
eyes only” in extraordinary circumstances), may at any time before the trial of this action serve
upon counsel for the recipient Parties a written notice stating with particularity the grounds of the
request. If the Parties cannot reach agreement promptly, counsel for all affected Parties will
address their dispute to this Court in accordance with Rule 2(C) of this Court’s Individual Rules
of Practice in Civil Cases.
13. Recipients of Confidential Discovery Material under this Order may use
such material solely for the prosecution and defense of this action and any appeals thereto, and
not for any other purpose or in any other litigation proceeding. Nothing contained in this Order,
however, will affect or restrict the rights of any Party with respect to its own documents or
information produced in this action.
14. With the exception of Federal Reserve Supetvisory Information, which
is governed by the provisions of 12 C.F.R. §§ 261.2(c)(1) and 261.20-.24, nothing in this
Order will prevent any Party from producing any Confidential Discovery Material in its
possession in response to a lawful subpoena or other compulsory process, or if required to
produce by law or by any government agency having jurisdiction, provided that such Party
gives written notice to the Producing Party as soon as reasonably possible, and if permitted by
the time allowed under the request, at least 10 days before any disclosure. Upon receiving
such notice, the Producing Party will bear the burden to oppose compliance with the
subpoena, other compulsory process, or other legal notice if the Producing Party deems it
appropriate to do so.
15. Each person who has access to Discovery Material designated as
Confidential pursuant to this Order must take all due precautions to prevent the unauthorized
ot inadvertent disclosure of such material.
16. In addition to the other protections contained herein, all Federal
Reserve Supetvisory Information shall be separately designated by Defendant and labeled
“Federal Reserve Supervisory Information,” and all Federal Reserve Security Information
shall be separately designated by Defendant and labeled “Federal Reserve Secutt
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17. Federal Reserve Supervisory Information shall only ke □□
used within the scope of any authorization by the Board pursuant to 12 C-F.RA§ 261.22-.23 or \\
otherwise, and to the extent necessaty in connection with this litigation, and may\not be used
for any subsequent litigation or for other purposes without further approval fromthe Board.
18. In the event that Federal Reserve Supervisory Information\or Federal
Reserve Security Information is requited to be filed with the Coutt, it shall be filed, inder seal
using only such portions as ate necessary to the argument. The Parties shall take steps to
avoid referring to or otherwise disclosing Federal Resetve Supervisory Information or Federal
Reserve Security Information in open court, and shall confer among themselves and with the Cito
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Coutt as necessary to put in place procedures to protect the confidentiality of su -
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information should such disclosure become necessaty. □□
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19, Should the Parties be required to refer to or otherwise disclose Fedgral,
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Reserve Supervisory Information in open coutt, the Parties shall provide the Board with /
reasonable advance notice in order to provide the Board with an opportunity to object or
otherwise be heard with respect to such disclosure.
20. Within 60 days of the final disposition of this action—including all
appeals— all recipients of Confidential Discovery Material must either return it—including all
copies thereof— to the Producing Party, or, upon permission of the Producing Party, destroy
such material— including all copies thereof. In either event, by the 60-day deadline, the recipient
must certify its return or destruction by submitting a written certification to the Producing Party
that affirms that it has not retained any copies, abstracts, compilations, summaries, or other forms
of reproducing ot capturing any of the Confidential Discovery Material. Notwithstanding this
provision, the attorneys that the Parties have specifically retained for this action may retain an
atchival copy of all pleadings, motion papets, transcripts, expert reports, legal memoranda,
correspondence, or attorney work product, even if such materials contain Confidential Discovery
Material. Any such archival copies that contain or constitute Confidential Discovery Material
remain subject to this Order.
21. This Order will survive the termination of the litigation and will continue
to be binding upon all persons subject to this Order to whom Confidential Discovery Material is
produced or disclosed.
22. This Court will retain jurisdiction over all persons subject to this Order to
the extent necessary to enforce any obligations arising hereunder or to impose sanctions for any
contempt thereof.
SO STIPULATED AND AGREED.
[sl Clara Lam [sl Alex Leonard
Clara Lam Alex Leonard
Brown Kwon & Lam, LLP Federal Reserve Bank of New York
521 5" Avenue, 17" Floor 33 Liberty Street
New York, NY 10175 New Yotk, NY 10045
Counsel for Plaintiff Counsel for Defendant
SO ORDERED.
9
Dated: January 14, 2025 Lo WA be C
New York, New York GREG GRY H WO ODS
United States District Judge
Exhibit A
to Stipulated Confidentiality
Agreement and Protective Order
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
nen XY
XXXX, :
Plaintiff(s), : 12XX-cv-XXXX-GHW
-V- : NON-DISCLOSURE
: AGREEMENT
XXX, :
Defendant(s). :
eater X
I, , acknowledge that I have read and
understand the Protective Order in this action governing the non-disclosure of those portions of
Discovery Material that have been designated as Confidential. I agree that I will not disclose such
Confidential Discovery Material to anyone other than for purposes of this litigation and that at the
conclusion of the litigation I will return all discovery information to the Party or attorney from
whom I received it. By acknowledging these obligations under the Protective Order, 1 understand
that I am submitting myself to the jurisdiction of the United States District Court for the Southern
District of New York for the purpose of any issue or dispute arising hereunder and that my willful
violation of any term of the Protective Order could subject me to punishment for contempt of
Coutt.
Name:
Date: