The opinion
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ANDAV CAPITAL,
NISHA DESAI,
Plaintiffs,
v.
Case No. 25-cv-33 (JMF)
PAYPAL HOLDINGS, INC.,
PAYPAL VENTURES,
Defendants.
STIPULATED PROTECTIVE ORDER REGARDING DISCLOSURE AND USE OF
DISCOVERY MATERIALS
Plaintiffs Andav Capital and Nisha Desai, and Defendants PayPal Holdings, Inc. and PayPal
Ventures (collectively, the “Parties”), anticipate that discovery in this Action will involve the produc-
tion of documents, testimony, and other information containing confidential, proprietary, commer-
cially sensitive, private, and/or privileged material, including without limitation nonpublic business
records, investment and diligence materials, fund-performance information, internal communications
and analyses, trade secrets, personally identifiable information (“PII”), and other information the dis-
closure of which could cause competitive, commercial, privacy, or other cognizable harm. Good cause
therefore exists under Federal Rule of Civil Procedure 26(c) for the entry of a protective order gov-
erning the disclosure and use of such materials in this Action.
The Parties accordingly stipulate to, and request that the Court enter, this Stipulated Protective
Order Regarding Disclosure and Use of Discovery Materials (the “Order” or “Protective Order”),
which shall govern the handling of Discovery Material produced by Parties and non-parties in this
Action. This Order is intended to facilitate discovery, protect legitimately confidential information,
and preserve applicable privileges and protections, while limiting confidentiality designations to mate-
rial that qualifies for protection under the Federal Rules of Civil Procedure, applicable law, and this
Court’s rules and practices.
Nothing in this Order authorizes the filing under seal of any document. Any request to file
material under seal or in redacted form must separately comply with the Federal Rules of Civil Proce-
dure, the Local Rules of the Southern District of New York, and the Court’s Individual Rules and
Practices.
I. DEFINITIONS
1. “Action” means Andav Capital et al. v. PayPal Holdings, Inc. et al., Case No. 25-cv-33
(S.D.N.Y.).
2. “Challenging Party” means any Party or non-party that challenges a confidentiality
designation under this Order.
3. “Discovery Material” means all documents, electronically stored information, testi-
mony, transcripts, tangible things, and other information, including materials produced by any non-
party, regardless of the medium or manner generated, stored, or maintained, that are produced, dis-
closed, or generated in connection with discovery in this Action pursuant to the Federal Rules of Civil
Procedure, a Court order, subpoena, civil investigative demand, or any agreement or stipulation among
the Parties.
4. “Designating Party” means any Party or non-party that designates Discovery Material
as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” under
this Order
5. “Disclose” (and any form of that term) means to distribute, provide, describe, sum-
marize, paraphrase, reveal, or otherwise make available for access, viewing, use, or copying any Dis-
covery Material or the information contained therein.
6. “Document” shall have the broadest meaning permitted by Federal Rule of Civil Pro-
cedure 34(a)(1)(A)-(B) and Local Civil Rule 26.3(c)(2).
7. “PII” means personally identifiable information, including but not limited to Social
Security numbers, taxpayer-identification numbers, dates of birth, financial-account numbers, pass-
port numbers, driver’s-license numbers, home addresses, personal telephone numbers, personal email
addresses, and other information subject to protection or redaction under Federal Rule of Civil Pro-
cedure 5.2 or other applicable law.
8. “Producing Party” means any Party or non-party that discloses or produces any Dis-
covery Material in this Action.
9. “Protected Material” means any Discovery Material designated as “CONFIDEN-
TIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY,” as provided for in this
Order.
10. “Receiving Party” means any Party who receives Discovery Material from a Producing
Party.
11. “Termination Date” means the later of: (a) the date on which this Action is finally
resolved by dismissal, settlement, final judgment, or other disposition; or (b) the date on which all
appeals, re-hearings, reconsideration proceedings, or remands relating to this Action have been ex-
hausted or the time to pursue them has expired.
II. PURPOSES AND LIMITATIONS
1. Unless otherwise agreed by the Parties or ordered by the Court, Protected Material
shall be used by a Receiving Party solely for prosecuting, defending, or attempting to settle this Action,
and for no other purpose whatsoever. Protected Material shall not be used or disclosed, directly or
indirectly, for any other purpose.
2. Protected Material may be disclosed only to the persons, and under the conditions,
expressly authorized by this Order. Each Receiving Party shall store and maintain Protected Material
in a secure manner and at a location and in a form that ensures that access is reasonably limited to
persons authorized under this Order.
3. The Parties acknowledge that this Order does not confer blanket protection on all
disclosures during discovery, or in the course of making initial or supplemental disclosures under Rule
26(a). Designations under this Order shall be made only on a good-faith basis and only to the extent
the material qualifies for protection under Federal Rule of Civil Procedure 26(c), applicable law, and
this Order. If it comes to a Producing Party’s attention that designated material does not qualify for
protection at all—or does not qualify for the level of protection initially asserted—the Producing Party
must promptly notify all other Parties in writing that it is withdrawing or modifying the designation.
4. A Party’s compliance with this Order, or failure to challenge a designation immediately,
shall not operate as an admission that any particular material is or is not confidential, privileged, dis-
coverable, relevant, or admissible. This Order is without prejudice to any Party’s right to challenge any
designation, object to any discovery request, or seek additional protection from the Court.
5. The protections conferred by this Order do not extend to information that: (a) is pub-
licly known through no violation of this Order; (b) becomes public through no violation of this Order;
(c) was lawfully known to the Receiving Party, without confidentiality restriction, before disclosure by
the Producing Party; (d) is lawfully obtained by the Receiving Party from a source not under an obli-
gation of confidentiality to the Producing Party; or (e) is disclosed by the Producing Party to a third
party without restriction on further disclosure.
III. SCOPE
1. The protections conferred by this Order cover not only Protected Material, but also:
(a) any information copied, extracted, summarized, described, characterized, paraphrased, or other-
wise derived therefrom; and (b) all copies, excerpts, compilations, notes, memoranda, summaries,
analyses, abstracts, or other documents or materials that contain, reflect, quote from, or disclose Pro-
tected Material.
2. This Order applies to discovery, pretrial proceedings, and post-trial proceedings in this
Action, whether the material is produced by a Party or a non-party. This Order does not, by itself,
govern the treatment of Protected Material at trial or in open court. Any Party may seek further relief
from the Court concerning the use, treatment, or protection of Protected Material at any hearing, trial,
or other public proceeding.
3. Nothing in this Order shall prevent or restrict a Producing Party’s own disclosure or
use of its own Discovery Material for any purpose. Nothing in this Order shall preclude a Producing
Party from showing its own Discovery Material to an individual who authored, prepared, received, or
previously had lawful access to that material.
4. Nothing in this Order shall be construed to prejudice any Party’s right to use any Pro-
tected Material in Court or in any Court filing in this Action, provided that the Party complies with
the Federal Rules of Civil Procedure, the Federal Rules of Evidence, the Local Rules of the Southern
District of New York, the Court’s Individual Rules and Practices, and any other applicable rules or
orders governing redaction, sealing, or public use of protected information. A Producing Party may
consent in writing to the public filing or use of its Protected Material by another Party.
5. Nothing in this Order authorizes any Party to file Protected Material under seal or in
redacted form merely because it has been designated “CONFIDENTIAL” or “HIGHLY CONFI-
DENTIAL – ATTORNEYS’ EYES ONLY.” Any request to file material under seal or in redacted
form must be made separately, must be narrowly tailored, and must comply with the Court’s Individual
Rules and Practices and applicable law governing public access to judicial documents.
6. Nothing herein shall be deemed a waiver of any Party’s right to object to the produc-
tion, use, or admissibility of any document, testimony, communication, or other Discovery Material,
including on grounds of relevance, burden, proportionality, privilege, work product, immunity, confi-
dentiality, or any other objection available under the Federal Rules of Civil Procedure, the Federal
Rules of Evidence, or other applicable law.
7. This Order is without prejudice to the right of any Party or non-party to seek further
or additional protection for any Discovery Material, to seek modification of this Order, or to seek
relief from any provision of this Order, including without limitation an order that certain matter not
be produced at all, that specified matter be produced only on stated conditions, or that certain material
does not qualify for the protection or level of protection asserted.
8. A Party’s compliance with this Order, or failure to challenge a designation immediately,
shall not operate as an admission that any particular material is or is not confidential, privileged, dis-
coverable, relevant, or admissible.
IV. DURATION
1. Even after the Termination Date, and unless otherwise indicated in this Order, the
confidentiality obligations imposed by this Order shall remain in effect until a Producing Party agrees
otherwise in writing or an order from this Court otherwise directs.
2. The expiration or termination of this Action, or the termination of any person’s in-
volvement in this Action, shall not relieve any person of the obligations imposed by this Order with
respect to Protected Material received during the pendency of this Action.
V. ACCESS TO AND USE OF PROTECTED MATERIAL
1. Basic Principles. A Receiving Party may use Protected Material disclosed or pro-
duced by another Party or by a non-party in connection with this Action only for prosecuting, defend-
ing, or attempting to settle this Action, and for no other purpose whatsoever. Protected Material shall
not be used, directly or indirectly, for any business, commercial, competitive, personal, investment,
fundraising, regulatory, or other purpose unrelated to this Action. Protected Material may be disclosed
only to the categories of persons, and under the conditions, expressly described in this Order. Pro-
tected Material must be stored and maintained by a Receiving Party in a secure manner and at a loca-
tion, and with administrative, technical, and physical safeguards, reasonably designed to ensure that
access is limited to persons authorized under this Order.
2. Legal Advice Based on Protected Material. Nothing in this Order shall be con-
strued to prevent counsel for a Receiving Party from advising that Party with respect to this Action
based in whole or in part upon Protected Material, provided that counsel does not disclose the Pro-
tected Material itself, its specific contents, or the fact of any particular Protected Material’s existence
except as permitted by this Order.
3. Persons with Prior Lawful Access. Nothing in this Order shall prevent a Producing
Party from using or disclosing its own Discovery Material for any purpose. Nothing in this Order shall
preclude a Receiving Party from showing Protected Material to an individual who authored, prepared,
received, or previously had lawful access to that material, provided that any further disclosure by the
Receiving Party otherwise complies with this Order.
4. Limitations. Nothing in this Order shall restrict in any way the use or disclosure by a
Receiving Party of material or information that: (a) is or becomes publicly known through no violation
of this Order; (b) was lawfully known to the Receiving Party, without restriction, independent of the
Producing Party before disclosure in this Action; (c) is lawfully obtained by the Receiving Party after
disclosure from a source who obtained the information lawfully and was not bound by a duty of
confidentiality to the Producing Party with respect to that information; (d) was produced, disclosed,
or provided by the Producing Party to the Receiving Party or a non-party without an obligation of
confidentiality and not by inadvertence or mistake; (e) is disclosed with the written consent of the
Designating Party; or (f) is disclosed pursuant to further order of the Court.
5. No Admission; Other Rights Preserved. Nothing in this Section, or in this Order,
shall operate as an admission that any particular material is confidential, privileged, relevant, admissi-
ble, or discoverable, nor shall it prejudice any Party’s right to seek additional protection, to challenge
any designation, or to object to any discovery request or disclosure.
VI. DESIGNATING PROTECTED MATERIAL
1. Available Designations. Any Producing Party may designate Discovery Material
with one of the following designations, provided that the Producing Party has a good-faith basis for
the designation under Federal Rule of Civil Procedure 26(c), applicable law, and this Order: “CON-
FIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.”
2. Inadvertent Failure to Designate. An inadvertent failure to designate qualified ma-
terial does not, standing alone, waive the right to designate it later. Upon written notice of a corrected
designation, the Receiving Party shall make reasonable efforts to treat the material in accordance with
the corrected designation from that point forward and to retrieve and relabel any prior copies distrib-
uted inconsistently with the corrected designation.
3. Written Discovery and Documents and Tangible Things. Written discovery, doc-
uments (including electronically stored information, or “ESI,” as that phrase is used in Federal Rule of
Civil Procedure 34), and tangible things that meet the requirements for the confidentiality designations
above may be so designated by affixing the legend “CONFIDENTIAL” or “HIGHLY CONFIDEN-
TIAL – ATTORNEYS’ EYES ONLY,” as appropriate, to each page of the written material that
contains Protected Material or, if the documents are being produced in their native format, to the file
name or a slip sheet referencing the Protected Material, at the time that such documents are produced
or such information is disclosed, or as soon thereafter as the Producing Party notifies the Receiving
Party of the confidential nature of the information or material disclosed. For digital files being pro-
duced, the Producing Party may mark each viewable page or image that contains Protected Material
with the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES
ONLY,” as appropriate, and/or mark the file name, slip sheet, medium, container, and/or communi-
cation in which the digital files were contained with the appropriate designation.
4. Materials Made Available for Inspection. A Producing Party that makes original
documents or materials available for inspection need not designate them for protection until after the
inspecting Party has indicated which material it would like copied and produced. During the inspec-
tion and before the designation, all of the material made available for inspection shall be deemed
“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the inspecting Party has iden-
tified the documents it wants copied and produced, the Producing Party must determine which doc-
uments, or portions thereof, qualify for protection under this Order. Then, before producing the
specified documents, the Producing Party must affix the appropriate designation as described in Par-
agraph 3 of this Section.
5. Depositions and Testimony. Parties or testifying persons or entities, or their coun-
sel, may designate depositions and other testimony with the appropriate designation by indicating on
the record at the time the testimony is given or by sending written notice of how portions of the
transcript of the testimony are designated within twenty-one (21) days of receipt of the final transcript
of the testimony. If no indication on the record is made, all information disclosed during a deposition
shall be deemed “CONFIDENTIAL” until the 21-day period for designating the final transcripts as
described above has passed, unless the Parties agree in writing or on the record or the Court orders
otherwise. Any Protected Material that is used in the taking of a deposition shall remain subject to the
provisions of this Protective Order. In such cases the court reporter shall be informed of this Protec-
tive Order and shall be required to operate in a manner consistent with this Protective Order. In the
event the deposition is videotaped, the original and all copies of the videotape shall be marked by the
video technician to indicate that the contents of the videotape are subject to this Protective Order,
substantially along the lines of “This videotape contains confidential testimony used in this case and
is not to be viewed or the contents thereof to be displayed or revealed except pursuant to the terms
of the operative Protective Order in this matter or pursuant to written stipulation of the parties or
order of the Court.” Counsel for any Producing Party shall have the right to exclude from oral depo-
sitions any person, other than the deponent, deponent’s counsel, counsel for the Parties, the stenog-
rapher and/or videographer (if any), who is not authorized by this Protective Order to receive or
access Protected Material based on the designation of such Protected Material. Such right of exclusion
shall apply only to the specific periods of examination or testimony that pertain or relate to such
Protected Material.
6. Discovery Material Designated as “CONFIDENTIAL.” A Producing Party may
designate Discovery Material as “CONFIDENTIAL” only if it contains or reflects information that
the Producing Party reasonably and in good faith believes qualifies for protection under Federal Rule
of Civil Procedure 26(c). Examples of such information include material that a Party reasonably and
in good faith believes to contain or to disclose information that the Party, in the ordinary course of
business, does not or would not publicly disclose, or information that a Party is under a preexisting
obligation to maintain as confidential. A designation shall not be made merely because the material is
produced in discovery.
7. Unless otherwise ordered by the Court or permitted in writing by the Producing Party,
a Receiving Party may disclose material designated “CONFIDENTIAL” only to the following per-
sons:
(a) the Parties to this Action, their insurers, and counsel to their insurers;
(b) The Receiving Party’s outside counsel of record in this Action, as well as part-
ners, associates, and other employees of any such counsel’s law firm (including without limi-
tation paralegals and support staff) to whom it is reasonably necessary to disclose the infor-
mation for this litigation;
(c) Any outside expert or consultant retained by the Receiving Party to assist in
this Action (including such of the expert’s or consultant’s assistants or support staff as are
reasonably necessary to facilitate the expert’s or consultant’s work), provided that (A) disclo-
sure is only to the extent reasonably necessary to perform such work; and (B) such expert or
consultant (and any reasonably necessary assistants or support staff) has agreed to be bound
by the provisions of this Protective Order by signing a copy of the “Agreement to Be Bound
by Protective Order” (Exhibit A). Any “Agreement to Be Bound by Protective Order” signed
by a Party’s outside expert or consultant does not need to be disclosed or circulated to other
Parties until the Termination Date or as required pursuant to the Federal Rules of Civil Pro-
cedure;
(d) as to any document, its author, addressee, and any other person indicated on
the face of the document as having received a copy;
(e) any witness who, in the good-faith belief of counsel for a Party, may be called
to testify at trial or deposition in this Action, provided such person has agreed to be bound by
the provisions of this Protective Order by signing a copy of the “Agreement to Be Bound by
Protective Order” (Exhibit A);
(f) The Court, jury, and court personnel, pursuant to this protective order and any
applicable rules regarding the filing and/or use of materials designated for protection;
(g) Court reporters, stenographers and videographers retained to record testimony
taken in this Action to whom disclosure is reasonably necessary for this litigation and who
have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);
(h) Document processing and hosting vendors, and graphics, translation, design,
and/or trial consulting services to whom disclosure is reasonably necessary for this litigation
and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); and
(i) Any other person with the prior written consent of the Producing Party or by
order of the Court.
VII. DISCOVERY MATERIAL DESIGNATED AS “HIGHLY CONFIDENTIAL – AT-
TORNEYS’ EYES ONLY”
1. A Producing Party may designate Discovery Material as “HIGHLY CONFIDEN-
TIAL – ATTORNEYS’ EYES ONLY” if it contains information that is trade secret and/or com-
mercially sensitive such that the Producing Party reasonably and in good faith determines that dis-
closure of the information to the Receiving Party is likely to cause harm to its competitive position
or the competitive position of a non-party who authored or produced the information. Examples
of such information or material include trade secrets and other proprietary information; confidential
business information and practices; personal information which, if disclosed to one of the parties in
the context of this Action, could reasonably be expected to result in severe financial or emotional
harm; and material that a Party is under a pre-existing obligation to a non-party to treat as personal
or confidential. While the parties agree that a Producing Party may designate the foregoing categories
of information as “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” they do not
waive any rights to challenge the designations of these categories, as necessary.
2. All Protected Material designated “HIGHLY CONFIDENTIAL – ATTORNEYS’
EYES ONLY” shall be produced in a manner reasonably calculated to preserve its confidentiality. To
the extent such material is produced electronically, it shall be transmitted or made available through
encrypted media, encrypted transfer, or a secure document-hosting platform with access controls rea-
sonably designed to limit access to persons authorized under this Order, such as, but not limited to,
ShareFile. Any electronic copies maintained by a Receiving Party or its counsel shall be maintained in
an access-controlled environment.
3. Printed copies of materials designated “HIGHLY CONFIDENTIAL – ATTOR-
NEYS’ EYES ONLY” maintained by the Receiving Party must be kept in a secure location, such as
a locked storage container, file cabinet, or room, when not in use.
4. Except as expressly provided in this Order, absent express written permission from
the Producing Party, the Receiving Party shall minimize the creation of copies, duplicates, or images
(whether electronic or in hard copy) of Discovery Materials designated “HIGHLY CONFIDENTIAL
– ATTORNEYS’ EYES ONLY.” Wherever practicable, such materials shall be referenced in corre-
spondence, pleadings, or Court filings by production Bates number rather than reproduced. Any cop-
ies, duplicates, or images reasonably necessary for this Action must themselves be labeled “HIGHLY
CONFIDENTIAL – ATTORNEYS’ EYES ONLY.”
5. Unless otherwise ordered by the Court or expressly permitted in writing by the Pro-
ducing Party, a Receiving Party may disclose material designated “HIGHLY CONFIDENTIAL –
ATTORNEYS’ EYES ONLY” only to the following persons:
(a) The Receiving Party’s outside counsel of record in this Action, as well as part-
ners, associates, and other employees of any such counsel (including without limitation para-
legals and support staff) to whom it is reasonably necessary to disclose the information for
this litigation;
(b) The Receiving Party’s in-house counsel, including without limitation paralegals
and support staff in the Receiving Party’s legal department, provided that they agree not to
disclose the information to any other employees of the Receiving Party who are not members
of the legal department and that they have agreed to be bound by the provisions of this Pro-
tective Order by signing a copy of the “Agreement to Be Bound by Protective Order” (Exhibit
A);
(c) as to any document, its author, addressee, and any other person indicated on
the face of the document as having received a copy;
(d) Any outside expert or consultant retained by the Receiving Party to assist in
this Action (including such of the expert’s or consultant’s assistants or support staff as are
reasonably necessary to facilitate the expert’s or consultant’s work), provided that (A) disclo-
sure is only to the extent reasonably necessary to perform such work; (B) such expert or con-
sultant (and any reasonably necessary assistants or support staff) has agreed to be bound by
the provisions of this Protective Order by signing a copy of the “Agreement to Be Bound by
Protective Order” (Exhibit A); and (C) disclosure complies with the procedure set forth below
for disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” material to
outside experts and consultants. Any “Agreement to Be Bound by Protective Order” signed
by a Party’s outside expert or consultant does not need to be disclosed or circulated to other
Parties until the Termination Date or as required pursuant to the Federal Rules of Civil Pro-
cedure;
(e) The Court, jury, and court personnel, subject to this protective order and any
applicable rules regarding the filing and/or use of materials designated for protection;
(f) Court reporters, stenographers and videographers retained to record testimony
taken in this Action to whom disclosure is reasonably necessary for this litigation and who
have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);
(g) Document processing and hosting vendors, and graphics, design, and/or trial
consulting services to whom disclosure is necessary for this litigation and who have signed the
“Acknowledgment and Agreement to Be Bound” (Exhibit A);
(h) Any other person with the prior written consent of the Producing Party or by
order of the Court.
6. Except as to the author, addressee, stated recipient, custodian, or a person who other-
wise previously possessed or lawfully knew the specific information contained in the material, and
except as to the disclosures expressly permitted in Paragraph 5 of this Section, material designated
“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” shall not be disclosed to any current
officer, director, member, employee, investment professional, or other representative of a Receiving
Party absent the Producing Party’s written consent or further order of the Court.
7. The Receiving Party shall not disclose any material designated “HIGHLY CONFI-
DENTIAL – ATTORNEYS’ EYES ONLY” to an outside expert or consultant who could reasonably
be anticipated to use that information in competition against the Producing Party without the prior
consent of the Producing Party.
VIII. CHALLENGING CONFIDENTIALITY DESIGNATIONS
1. Timing of Challenges. Any Party or non-party may challenge a confidentiality des-
ignation at any time. A Party shall not be obligated to challenge the propriety of a designation at the
time it is made, and a failure to do so shall not preclude a subsequent challenge.
2. Method of Challenge. A Party initiating a challenge to a confidentiality designation
shall do so in good faith by serving written notice on the Designating Party that identifies each chal-
lenged designation and describes the basis for each challenge with reasonable particularity. Within
seven (7) calendar days after receiving the written notice of challenge, the Designating Party and the
Challenging Party shall begin a good-faith meet-and-confer process, conducted in person or by tele-
phone, to attempt to resolve the dispute. Within fourteen (14) calendar days after receipt of the written
notice of challenge, or within such other time as the Parties may agree in writing, the Designating
Party shall state in writing whether it is maintaining, modifying, or withdrawing each challenged des-
ignation and, if maintaining the designation, the basis for doing so. If the Parties cannot resolve a
challenge through the meet-and-confer process, the Challenging Party may seek relief from the Court
in accordance with the Federal Rules of Civil Procedure, Local Civil Rule 37.2, and the Court’s Indi-
vidual Rules and Practices.
3. In any challenge proceeding, the Designating Party bears the burden of establishing
that the challenged material is properly designated under this Order and Federal Rule of Civil Proce-
dure 26(c). Unless and until the Designating Party withdraws or modifies the designation, or the Court
orders otherwise, all Parties and non-parties shall continue to treat the challenged material according
to the designation initially asserted.
4. Waiver. A challenge to a designation shall not waive any other objection to the dis-
covery at issue. Frivolous challenges, and designations made for an improper purpose or without a
good-faith basis, may subject the offending Party to appropriate relief or sanctions.
IX. USE AT DEPOSITIONS
1. Any witness who, in the good-faith belief of counsel for a Party, may be called to
testify at trial or deposition in this Action may be shown or examined on any information, document
or thing, irrespective of designation, if it appears that the witness authored or received a copy of it, or
is the Party or non-party, or is employed by the Party or non-party, who produced the information,
document or thing, or if the Producing Party consents in writing to such disclosure. Consent to dis-
closure shall not be unreasonably withheld and shall be given within three (3) business days of any
request for consent. The disclosure of Protected Material to any such witness may be made only in
connection with preparing that witness for a deposition or hearing, or during a deposition or hearing.
Prior to the disclosure of such Protected Material to any such witness, counsel for the Party making
the disclosure shall deliver a copy of this Order to such person, shall explain that such person is bound
by the terms of such Order, and shall secure the signature of such person on a copy of the “Acknowl-
edgment and Agreement to Be Bound” (Exhibit A).
2. For depositions, the Receiving Party shall not prepare more copies of materials desig-
nated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” than are reasonably necessary
for the deponent, his or her counsel, counsel for the Parties, and counsel of record expected to be in
attendance. At the conclusion of the deposition, one (1) paper copy of any such document marked as
a deposition exhibit may be retained by the Party who noticed the deposition as part of the official
deposition record. All other copies of such documents brought to the deposition shall be collected
and returned to the Producing Party or securely destroyed in a timely manner following the deposition.
3. The use of a document as a deposition exhibit does not alter its confidentiality desig-
nation. Any transcript pages, exhibits, or video segments that disclose Protected Material shall be
treated in accordance with this Order and any transcript-designation procedure set forth elsewhere in
this Order.
X. OUTSIDE COUNSEL AND EXPERTS
1. Any Outside Counsel or Expert who has been afforded access to information or items
from a Producing Party which has been designated “CONFIDENTIAL” or “HIGHLY CONFI-
DENTIAL – ATTORNEYS’ EYES ONLY” shall not disclose, use or apply such information or
items for any purpose other than for work or services performed in the scope of this Action.
2. Outside Counsel shall take reasonable steps to ensure that any outside expert, consult-
ant, vendor, or service provider receiving Protected Material is given only the material reasonably
necessary for that person’s work in this Action and is bound by this Order.
3. Nothing in this Section alters any additional requirements applicable to disclosure of
“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” material to outside experts or con-
sultants under Section VII.
XI. USE IN THIS ACTION
1. The status and designation of information or material as “CONFIDENTIAL” or
“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” shall not be lost or impaired by use
of such information or material in this Action or any appeal therefrom. Whenever any Protected
Material must be filed with the Court, Parties shall file and/or lodge those papers in a manner that is
consistent with the Federal Rules of Civil Procedure, the Federal Rules of Appellate Procedure, or any
local rules, as applicable.
2. Nothing in this Order authorizes any Party to file Protected Material under seal or in
redacted form merely because it has been designated under this Order. Any request to file material
under seal or in redacted form must comply with Federal Rule of Civil Procedure 5.2, the Local Rules
of the Southern District of New York, the S.D.N.Y. ECF Rules, and the Court’s Individual Rules and
Practices. Any such request must be narrowly tailored and supported by an adequate basis; the parties’
agreement or a confidentiality designation alone is insufficient.
3. Where Court approval is required, the filing Party shall publicly file the required letter-
motion, publicly file a redacted version where appropriate, and file under seal the unredacted version
with proposed redactions highlighted or otherwise in the manner required by the Court’s rules and
practices.
XII. NON-PARTIES
1. This Order applies to Discovery Material produced by non-parties in this Action. Any
non-party producing Discovery Material in this Action may designate material under this Order and
shall be entitled to the protections of this Order to the same extent as a Party. A copy of this Order
shall be furnished to any non-party from whom discovery is sought if that non-party requests it or if
a Party seeks to designate that non-party’s material under this Order.
XIII. PROTECTED MATERIAL SUBPOENAED
1. If a Receiving Party is served with a subpoena, civil investigative demand, public-rec-
ords request, or court order issued in another proceeding that seeks material designated in this Action
as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” the Re-
ceiving Party shall promptly, and in no event later than three (3) business days after receipt, notify the
Designating Party in writing and provide a copy of the subpoena, request, or order. The Receiving
Party shall also promptly notify the person or entity that caused the subpoena, request, or order to
issue that the requested material is subject to this Protective Order, and shall provide a copy of this
Order.
2. The purpose of imposing these duties is to alert interested parties to the existence of
this Protective Order and to afford the Producing Party in this Action an opportunity to protect its
confidentiality interests in the court from which the subpoena or order issued. The Producing Party
shall bear the burden of seeking protection in that court of its confidential material. Until that tribunal
rules, the Receiving Party shall not produce the designated material unless required by law or court
order.
3. The Receiving Party must inform the Producing Party of which data or documents, if
any, it plans to produce in response to a subpoena, civil investigative demand, public-records request,
or court order at least 10 days before any disclosure is made. The Receiving Party must also provide
a copy of the as-submitted response, together with any related cover letters or correspondence, to the
Producing Party on the same day that the response is provided.
XIV. FILING PROTECTED MATERIAL
1. Except as otherwise provided in this Order or otherwise ordered by the Court, any
Party wishing to file any Protected Material must either (1) obtain written permission from the Pro-
ducing Party to file such material in the public record, or (2) move the Court for leave to file the
Protected Material under seal. Unless and until the Court has ruled on such a motion, a Receiving
Party may not file any Protected Material in the public record. Nothing herein shall preclude any Party
from filing a redacted version of such a pleading, brief, exhibit or other document in the public record
that omits the Protected Material.
2. A Party wishing to file Protected Material shall comply with this protective order and
the Court’s governing rules and practices. The filing Party need not obtain the Producing Party’s per-
mission before seeking leave to file the material in redacted or sealed form, but the filing Party shall
meet and confer first with the Designating Party or any affected non-party to determine whether
sealing, redaction, narrower redaction, or public filing is appropriate. Where the filing Party seeks
sealing or redaction based on another Party’s or a non-party’s confidentiality designation, the filing
Party shall provide notice sufficiently in advance to permit that Party or non-party to file any submis-
sion required by the Court’s rules in support of sealing or redaction.
XV. REDACTIONS
1. Pursuant to, and consistent with, the Federal Rules of Civil Procedure, any Producing
Party may redact information from documents produced in discovery only to the extent the Producing
Party reasonably and in good faith believes the redacted information: (i) is protected by the attorney-
client privilege, work-product doctrine, joint-defense privilege, common-interest privilege, or another
recognized privilege or immunity; (ii) is information required to be redacted under Federal Rule of
Civil Procedure 5.2 or other applicable law; (iii) is irrelevant personally identifiable information, such
as Social Security numbers, taxpayer-identification numbers, financial-account numbers, dates of birth,
passport numbers, driver’s-license numbers, home addresses, personal telephone numbers not used
for work purposes, personal email addresses not used for work purposes, or the names of minor
children; or (iv) is irrelevant confidential third-party information, including non-party investor identi-
ties, limited-partner identities, bank-account information, or similarly sensitive third-party commercial
or personal information, where narrower protection is not reasonably practicable.
2. Redactions shall be narrowly tailored. A Producing Party may not redact information
merely because it is confidential or embarrassing if the information is otherwise relevant and discov-
erable. Each redaction shall be clearly labeled “REDACTED” or with a comparable legend, and the
Producing Party shall preserve an unredacted copy.
3. Any Party may challenge a redaction under the same procedures that govern challenges
to confidentiality designations. Pending resolution, the Producing Party shall, if requested, identify the
basis for the redaction at a level of detail that does not reveal the redacted information itself.
XVI. INADVERTENT DISCLOSURE OF PRIVILEGED MATERIALS
1. Pursuant to Federal Rule of Evidence 502(d) and Federal Rule of Civil Procedure
26(b)(5)(B), the production or disclosure of privileged, work-product-protected, or otherwise pro-
tected information, whether inadvertent or otherwise, is not a waiver of the privilege or protection in
this Action or in any other federal or state proceeding. This Order shall be interpreted to provide the
maximum protection permitted by Federal Rule of Evidence 502(d). If a Producing Party discovers
that it has produced privileged or otherwise protected material, it should promptly notify the Receiving
Party in writing and identify the material by Bates number or other reasonably specific description.
Upon receipt of such notice, the Receiving Party shall promptly sequester, return, or destroy all copies
of the identified material and shall make no further use of it unless and until the claim is resolved.
2. If the Receiving Party contests the claim of privilege or protection, it shall notify the
Producing Party promptly in writing, shall continue to sequester the material, and may present the
material to the Court under seal for a determination of the claim. The Receiving Party shall not use or
disclose the material, or any information derived from it, unless and until the Court rules that the
material is not privileged or protected. Nothing in this Order limits a Party’s right to conduct a review
of documents, ESI, or information for relevance, responsiveness, segregation of privileged material,
or confidentiality before production.
XVII. INADVERTENT FAILURE TO DESIGNATE PROPERLY
1. The inadvertent failure by a Producing Party to designate Discovery Material as Pro-
tected Material does not waive the right to make a later designation if the Producing Party promptly
notifies the Receiving Parties after learning of the omission. After giving such notice, the Producing
Party shall reproduce or otherwise identify the material with the correct designation within a reasona-
ble time. Upon receipt of the corrected designation, each Receiving Party shall make reasonable efforts
to retrieve and destroy or relabel unmarked copies and shall thereafter treat the material in accordance
with the corrected designation.
2. A Receiving Party shall not be in breach of this Order for any disclosure or use made
before receiving notice of the corrected designation. To the extent material was disclosed before cor-
rection, the Receiving Party shall take reasonable steps to notify any unauthorized recipients of the
new designation and to secure compliance going forward.
XVIII. INADVERTENT DISCLOSURE NOT AUTHORIZED BY ORDER
1. If a Receiving Party learns that, by inadvertence or otherwise, it or a person to whom
it disclosed Protected Material has disclosed Protected Material to any person or in any circumstance
not authorized by this Order, the Receiving Party shall immediately: (a) notify the Designating Party
in writing; (b) use best reasonable efforts to retrieve all unauthorized copies; (c) inform the unauthor-
ized recipient of the terms of this Order; (d) request that the unauthorized recipient execute Exhibit
A; and (e) take reasonable steps to prevent further unauthorized use or disclosure. Within five (5)
business days of learning of the unauthorized disclosure, the Receiving Party shall provide the Desig-
nating Party with a written report identifying, to the extent known, the person or persons who received
the material, the circumstances of the disclosure, the material disclosed, and the corrective steps taken.
2. Unauthorized or inadvertent disclosure does not alter the confidentiality status of the
material or waive the Designating Party’s right to seek further relief.
XIX. EXPERT MATERIALS
1. All matters concerning expert discovery shall be governed by the Federal Rules of Civil
Procedure, the Local Rules, and the Court’s Individual Rules and Practices, except as expressly mod-
ified by this Order.
2. Consistent with Federal Rule of Civil Procedure 26(b)(4), the following need not be
disclosed and are outside the scope of discovery, except as otherwise required by Rule 26(b)(4)(C) or
other applicable law:
(a) A Consulting Expert’s communications, documents, or electronic information
made or prepared in connection with this Action including, but not limited to, communica-
tions sent to or received by counsel for the Party retaining the Consulting Expert(s);
(b) A Testifying Expert’s (i) drafts of expert reports, declarations, affidavits, opin-
ions, written testimony, or work papers prepared in connection with this Action or any other
action; (ii) preliminary or intermediate calculations, computations, modeling, or data runs pre-
pared in connection with this Action or any other action; or (iii) other preliminary expert opin-
ions or draft materials;
(c) Notes or summaries of a Testifying Expert, or persons working at the direction
of a Testifying Expert, prepared in connection with this Action or any other action;
(d) Any comments, whether oral or written, related to an expert report or affidavit
of a Testifying Expert prepared in connection with this Action by (i) counsel for a Party re-
taining the Testifying Expert, (ii) a Consulting Expert, or (iii) any person working at the Testi-
fying Expert’s direction; and
(e) Any communications, whether oral or written, between a Testifying Expert
and (i) counsel for a Party retaining the Testifying Expert, (ii) a Consulting Expert, or (iii) any
person working at the Testifying Expert’s direction, including any information and things in-
cluded in or attached to such communications, except to the extent they are directly relied
upon by the Testifying Expert in his or her expert report, declaration, affidavit, or testimony.
3. Notwithstanding the foregoing, the following are discoverable to the extent required
by Federal Rule of Civil Procedure 26(b)(4)(C): communications relating to compensation for the
Testifying Expert’s study or testimony; communications identifying facts or data that counsel provided
and that the Testifying Expert considered in forming the opinions to be expressed; and communica-
tions identifying assumptions that counsel provided and that the Testifying Expert relied upon in
forming the opinions to be expressed. Nothing herein limits the disclosures required by Rule
26(a)(2)(B) or any Party’s right to challenge the admissibility or qualifications of any expert.
XX. FINAL DISPOSITION
1. Unless otherwise ordered by the Court or agreed in writing by the Designating Party,
within sixty (60) days after the Termination Date, each Receiving Party shall either return or destroy
all Protected Material, including all copies, excerpts, compilations, summaries, and other materials
embodying Protected Material.
2. Notwithstanding the foregoing, counsel of record may retain: (a) one archival copy of
pleadings, motion papers, hearing or trial transcripts, deposition transcripts and exhibits, correspond-
ence, attorney work product, expert work product, and consultant work product, even if such materi-
als contain Protected Material; (b) documents filed on the Court’s docket; and (c) materials stored on
backup tapes, disaster-recovery systems, or other routine archival systems that are not reasonably ac-
cessible in the ordinary course, provided that such retained material remains subject to this Order and
is not accessed except as reasonably necessary for compliance, recordkeeping, or legal obligations. If
the Designating Party requests written confirmation, the Receiving Party shall provide a certification
that it has complied with this Section, except for materials permitted to be retained under this para-
graph.
XXI. MISCELLANEOUS
1. Right to Further Relief. Nothing in this Order abridges the right of any person to
seek its modification, additional protection, or relief from the Court.
2. Termination of Matter and Retention of Jurisdiction. This Order survives the final
termination of this Action. The Court shall retain jurisdiction over all persons who have received
Protected Material for the limited purpose of enforcing this Order and addressing any violation of it.
3. Successors. This Order shall be binding upon the Parties hereto, their attorneys, and
their successors, executors, personal representatives, administrators, heirs, legal representatives, as-
signs, subsidiaries, divisions, employees, agents, retained consultants and experts, and any persons or
organizations over which they have direct control.
4. Right to Assert Other Objections. By stipulating to the entry of this Protective Or-
der, no Party waives any right it otherwise would have to object to producing or disclosing any infor-
mation or item. This Order shall not constitute a waiver of the right of any Party to claim in this
Action or otherwise that any Discovery Material, or any portion thereof, is privileged or otherwise
non-discoverable, or is not admissible in evidence in this Action or any other proceeding. Stipulating
to entry of this Protective Order shall not prejudice in any way the rights of a Party to petition the
Court for a further protective order relating to any confidential information, nor prevent the Parties
from agreeing in writing or on the record during a deposition or hearing in this Action to alter or
waive the provisions or protections provided for herein with respect to any particular information or
material.
5. Modification by Court. This Court is responsible for the interpretation and enforce-
ment of this Order. All disputes concerning Protected Material, however designated, produced under
the protection of this Order shall be resolved by this Court as provided herein.
6. Bound by Order. All persons who have access to information or material designated
as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” under
this Protective Order acknowledge that they are bound by this Order, and that they submit to the
jurisdiction of this Court for purposes of enforcing this Order.
7. Discovery Rules Remain Unchanged. Except as expressly provided herein, nothing
in this Order shall alter or change in any way the discovery provisions of the Federal Rules of Civil
Procedure, the Local Rules of the Southern District of New York, or any Court order entered in this
Action. Identification of any individual pursuant to this Protective Order does not make that individ-
ual available for deposition or any other form of discovery outside of the restrictions and procedures
of the Federal Rules of Civil Procedure, the Local Rules of the Southern District of New York, or the
Court’s own orders entered in this Action.
Dated: May 5, 2026 Respectfully submitted,
[s/ Daniel M. Vitaghano (with permission) [s/ Mylan L. Denerstein
‘Thomas R. McCarthy** Mylan L. Denerstein
Cameron Norris** GIBSON, DUNN & CRUTCHER LLP
Daniel M. Vitaghano* (SDNY Bar No. 200 Park Avenue
5856703) New York, NY 10166-0193
CONSOVOY MCCarRTHY PLLC (212) 351-3850
1600 Wilson Blvd., Ste. 700 mdenerstein@gibsondunn.com
Arlington, VA 22209
tom@consovoymcecarthy.com Jason C. Schwartz (pro hac vice)
cam@consovoymcecarthy.com GIBSON, DUNN & CRUTCHER LLP
dvitaghano@consovoymecarthy.com 1700 M Street N.W.
Washington, D.C. 20036-4504
Patrick N. Strawbridge** (202) 955-8242
CONSOVOY MCCARTHY PLLC jschwartz@gibsondunn.com
Ten Post Office Square
8th Floor South PMB #706 Gregg J. Costa (pro hac vice)
Boston, MA 02109 GIBSON, DUNN & CRUTCHER LLP
patrick@consovoymecarthy.com 811 Main Street, Suite 300
Houston, TX 77002-6117
*Supervised by principals of the firm admitted (346) 718-6649
to practice in VA gcosta@gibsondunn.com
Counsel for Andav Capital and Nisha Desai Attorneys for Defendants PayPal Holdings, Inc.
and PayPal Ventures
This stipulation binds the parties to treat as confidential the documents so classified. This Court, however, ha:
not reviewed the documents referenced herein; therefore, by so ordering this stipulation, the Court makes no
finding as to whether the documents are confidential. That finding will be made, if ever, upon a document-by
document review pursuant to the procedures set forth in the Court’s Individual Rules and Practices and subjec
the presumption in favor of public access to “judicial documents.” See generally Lugosch v. Pyramid Co. of
Onondaga, 435 F.3d 110, 119-20 (2d Cir. 2006). To that end, the Court does not “so order” any provision to 1
extent that it purports to authorize the parties to file documents under seal without a prior court order. See Ne
York ex rel. Khurana v. Spherion Corp., No. 15-CV-6605 (JMF), 2019 WL 3294170 (S.D.N.Y. July 19, 2019
ay 6, 2026
EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ANDAV CAPITAL,
NISHA DESAI,
Plaintiffs,
v.
Case No. 25-cv-33 (JMF)
PAYPAL HOLDINGS, INC.,
PAYPAL VENTURES,
Defendants.
AGREEMENT TO BE BOUND BY PROTECTIVE ORDER
1. My name is________________________________________________________
2. I have read the Protective Order that has been entered in this case, and a copy of it has been
given to me. I understand the provisions of the Protective Order and agree to comply with
and to be bound by its provisions. I also consent to the jurisdiction of this Court for purposes
of enforcement of the Protective Order.
3. I declare under penalty of perjury that the foregoing is true and correct.
Executed this ___ day of _____________ by ___________________
(Print Name)
Signed____________________________