Opinion

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

DIRECTV, LLC,

Plaintiff,

Civil Action. 1:23-CV-02221-PKC

v.

NEXSTAR MEDIA GROUP, INC.;

MISSION BROADCASTING, INC.; and WHITE

KNIGHT BROADCASTING, INC.,

Defendants.

XPXRXOXPXOXSXEXD CONFIDENTIALITY STIPULATION AND PROTECTIVE ORDER

Discovery requests and subpoenas served in the Action may call for the production or

disclosure of trade secret or other confidential research, development, or commercial information

within the meaning of Federal Rule of Civil Procedure 26(c), and other private or competitively or

otherwise sensitive information for which special safeguarding and protection from public

disclosure and from use for any purpose other than prosecuting or defending this Action is

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

Stipulated Protective Order (“Order”) pursuant to Fed. R. Civ. P. 26(c).

I. Definitions

1.1 “Action” means the above-captioned action, including any related discovery,

pretrial, trial, post-trial, or appellate proceedings.

1.2 “Party” means any party to the Action, including any of its agents, officers,

directors, employees, and attorneys. “Parties” means collectively Plaintiff and Defendants in this

Action.

1.3 “Non-Party” means any natural person or entity that is not a named party to the

Action.

1.4 “Discovery Material” means all items or information, regardless of the medium or

manner generated, stored, or maintained, including, among other things, documents, testimony,

interrogatory responses, transcripts, depositions and deposition exhibits, responses to requests to

admit, recorded or graphic matter, electronically stored information, letters, tangible things, and/or

other information produced, given, exchanged by, or obtained from any Party or Non-Party during

discovery in this Action.

1.5 “Confidential Material” means any Discovery Material which the Producing Party

or a Designating Party designates as “Confidential.” A Producing Party or Designating Party may

designate Discovery Material as “Confidential” if it reasonably and in good faith believes the

Discovery Material constitutes or reveals:

(a) non-public, confidential, proprietary or commercial information not readily

ascertainable through lawful means by the public or the Receiving Party;

(b) information that is commercially sensitive, including, without limitation,

confidential research or business development information;

(c) personal health information, personally identifiable information, as well as any

information that would be harmful to an individual should the information be made public; or

(d) information kept confidential pursuant to law or regulation.

1.6 “Highly Confidential Material” means any Discovery Material which has been

designated as “Highly Confidential” by the Producing Party or a Designating Party. A Producing

Party or Designating Party may designate Confidential Material as Highly Confidential if the

Discovery Material contains competitive or highly sensitive information and the Producing Party

or Designating Party reasonably and in good faith believes the Discovery Material is Confidential

Material as set forth under Paragraph 1.5 above, such as, inter alia:

(a) trade secrets or other information that the party reasonably believes the

unauthorized disclosure of which would create a substantial risk of competitive, commercial or

financial harm to the Producing Party or its personnel, clients, or customers;

(b) sensitive financial or strategic commercial information; or

(c) material or information in possession of a Party or person concerning

which said Party or person has an independent obligation of confidentiality to a non-party or

person.

1.7 “Outside Counsel Eyes Only Materials” means any Discovery Material that the

Producing Party or Designating Party designates as “Outside Counsel Eyes Only.” A Producing

Party or Designating Party may designate Discovery Material as “Outside Counsel Eyes Only” if

it contains highly competitive or highly sensitive information and the Producing Party or

Designating Party reasonably and in good faith believes the Discovery Material:

(a) Is “Confidential Material” as set forth under Paragraph 1.5 above and

“Highly Confidential” as set forth under Paragraph 1.6 above; and

(b) contains information, the disclosure of which is likely to have (i) an effect

on negotiations related to retransmission consent agreements, or (ii) a significant effect on current

or future business strategies, business decisions, or pricing.

The Parties intend that the Outside Counsel Eyes Only designation will be used only under these

limited circumstances.

1.8 “Producing Party” means any Party or Non-Party that produces Discovery Material

in this Action.

1.9 “Receiving Party” means any Party or Non-Party that receives Discovery Material

from a Producing Party.

1.10 “Designating Party” means any Party or Non-Party that designates Discovery

Material as Confidential or Highly Confidential.

1.11 “Protected Material” means any Discovery Material that is designated as

Confidential or Highly Confidential or Outside Counsel Eyes Only.

1.12 “Outside Counsel” means attorneys, along with their paralegals and other support

personnel assisting them with this Action (including temporary or contract staff), who are not

employees of a Party but who have been retained to represent or advise a Party in connection with

this Action.

1.13 “In-House Counsel” means attorneys and other personnel employed by a Party to

perform or support legal functions, to whom disclosure of Discovery Material is reasonably

necessary in connection with this Action.

1.14 “Counsel” (without qualifier) means Outside Counsel and In-House Counsel (as

well as their support staffs).

1.15 “Principal” means an owner, officer, or executive of any Party whose identity as an

owner, officer, or executive has been disclosed to all other Parties.

1.16 “Expert” and/or “Consultant” means a person with specialized knowledge or

experience in a matter pertinent to this Action, along with his or her employees and support

personnel, who has been retained by a Party or its Counsel to serve as an expert witness or as a

consultant in this Action, and who is not currently an employee, consultant, or agent of a Party in

the ordinary course of business, and who, at the time of retention, is not anticipated to become an

employee, consultant, or agent of a Party in the ordinary course of business. This definition

includes a professional jury or trial consultant retained in connection with this Action.

1.17 “Professional Vendors” means persons or entities that provide litigation support

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

organizing, storing, or processing data in any form or medium) and their employees and

subcontractors.

II. Scope

2.1 The protections conferred by this Order cover not only Protected Material (as

defined above), but also (1) any information copied or extracted from Protected Material; (2) all

copies, excerpts, summaries, or compilations of Protected Material; and (3) any testimony,

conversations, or presentations by Parties or their Counsel that reveal Protected Material.

However, the protections conferred by this Order do not cover the following information: any

information that is in the public domain at the time of disclosure to a Receiving Party or becomes

part of the public domain after its disclosure to a Receiving Party as a result of publication not

involving a violation of this Order, including becoming part of the public record through trial or

otherwise. Discovery Material may be used by the Receiving Party solely for purposes of the

prosecution or defense, including any settlement thereof, of this Action, and for no other purpose

whatsoever, including without limitation any other litigation or commercial purpose.

III. Designating Protected Material

3.1 Designating Documentary Discovery Material: Each Party and any Non-Party may

designate any Discovery Material as confidential and subject to this Order, by marking such

Material as either “Confidential,” “Highly Confidential,” or “Outside Counsel Eyes Only” under

the procedures and standards set forth in this Order, and such Discovery Material shall be treated

in accordance with the provisions of this Order. It shall be the duty of the Party or Non-Party who

seeks to invoke protection under this Order to give notice, as set forth below, of the Discovery

Material designated as “Confidential,” “Highly Confidential,” or “Outside Counsel Eyes Only.”

The duty of the Parties and of all other persons bound by this Order to maintain the confidentiality

of the Discovery Material so designated shall commence with such notice.

3.2 Manner and Timing of Designations: Except as otherwise provided in this Order,

or as otherwise stipulated or ordered, material that qualifies for protection under this Order must

be clearly so designated before the material is disclosed or produced. Designation in conformity

with this Order requires:

(a) For information in non-native documentary form (including imaged documents and

transcripts of depositions taken in other proceedings), that the Producing Party affix the legend

“Confidential,” “Highly Confidential,” or “Outside Counsel Eyes Only” to each page of the

document and include the applicable designation in the metadata produced for such document. The

legend shall be affixed in such a manner as not to obliterate or obscure any written part of the

Discovery Material.

(b) For deposition transcripts and/or exhibits in this Action, that the Designating Party

designate any portion of the testimony as “Confidential,” “Highly Confidential,” or “Outside

Counsel Eyes Only” in writing on or before the later of (i) forty-five (45) calendar days after receipt

of the final transcript, or (ii) the date by which any review by the witness and statement of changes

to the transcript are to be completed under Fed. R. Civ. P. 30(e). Only those portions of the

testimony that are designated for protection in accordance with the preceding sentence shall be

Protected Material under the provisions of this Order. Alternatively, a Designating Party may

specify at the deposition or up to forty-five (45) days after the receipt of the final transcript that

the entire transcript shall be treated as Confidential, Highly Confidential, or Outside Counsel Eyes

Only. The entire testimony shall be deemed to have been designated Outside Counsel Eyes Only

until the time within which the transcript may be designated has elapsed. If testimony is not

designated within the prescribed time period, then such testimony shall not be deemed

Confidential, Highly Confidential, or Outside Counsel Eyes Only except as ordered by the Court

or as provided in Paragraph 3.3 (Failures to Designate). If all or a part of a videotaped deposition

is designated as Confidential, Highly Confidential, or Outside Counsel Eyes Only, the media, plus

any container, shall be so labeled.

(c) For information produced in electronic, audio, or video format, and for any other

tangible items, that the Producing Party affix the legend “Confidential,” “Highly Confidential,” or

“Outside Counsel Eyes Only” in a prominent place on the item itself or exterior of the container

or containers in which the information or item is stored, in any metadata accompanying the

production, and/or in the electronic file name, in any suitable and readily viewable manner. The

legend shall be affixed in such a manner as not to obliterate or obscure any written part of the

Discovery Material. Whenever a Receiving Party to whom electronically stored Discovery

Material so designated is produced reduces such information to hard copy form, to the extent such

pages have not previously been marked by the Producing Party, such Receiving Party shall mark

the hard copy by affixing the designation “Confidential,” “Highly Confidential,” or “Outside

Counsel Eyes Only” to each page of such document. The designation shall be affixed in such a

manner as not to obliterate or obscure any written part of the Discovery Material.

(d) For documents produced in native format, that the Producing Party include the

confidentiality designation “Confidential,” “Highly Confidential,” or “Outside Counsel Eyes

Only” in the metadata produced for such documents and on the placeholder page.

(e) For interrogatory answers and responses to requests to admit, and the information

contained therein, that the Producing Party affix the legend “Confidential,” “Highly Confidential,”

or “Outside Counsel Eyes Only” in a prominent place on each page of such document prior to

production. The legend shall be affixed in such a manner as not to obliterate or obscure any written

part of the Discovery Material.

(f) For reports created by an expert or consultant relying on or incorporating Protected

Material in whole or in part, that the Party responsible for its creation include the confidentiality

designation “Confidential,” “Highly Confidential,” or “Outside Counsel Eyes Only” on the report.

The designation shall be affixed in such a manner as not to obliterate or obscure any written part

of the Discovery Material.

(g) For all other Discovery Material, by placing or affixing on each page of such

material, a “Confidential,” “Highly Confidential,” or “Outside Counsel Eyes Only” designation.

The designation shall be affixed in such a manner as not to obliterate or obscure any written part

of the Discovery Material.

3.3 Failures to Designate: A failure to designate Protected Material, whether

inadvertent or otherwise, does not waive the Designating Party’s right to secure protection under

this Stipulated Protective Order for such material. If a Producing Party discovers that it produced

material that was not designated as Protected Material or that it produced material that was

designated as Protected Material but had designated that Protected Material in the incorrect

category of Protected Material, the Producing Party may promptly notify all Receiving Parties, in

writing, of the error and identify (by production number) the affected material and its new

designation or re-designation. Thereafter, the material so designated or re-designated shall be

treated as Protected Material in conformity with the new designation or re-designation. Promptly

after providing such notice, the Producing Party shall provide re-labeled copies of the material to

each Receiving Party reflecting the change in designation. Each Receiving Party shall make

reasonable efforts to delete and replace the incorrectly designated material, and all copies thereof,

with the newly designated material and to destroy the incorrectly designated material. To the extent

such information may have been disclosed to anyone not authorized to receive Confidential,

Highly Confidential, or Outside Counsel Eyes Only Discovery Material under the terms of this

Order, the Receiving Party shall make reasonable efforts to retrieve the Discovery Material

promptly and to avoid any further disclosure. If material is re-designated Confidential, Highly

Confidential, or Outside Counsel Eyes Only after the material was initially produced, each

Receiving Party, upon notification of the designation, must make reasonable efforts to assure that

the material is treated in accordance with the provisions of this Order.

3.4 Different Designations of Same Material: In the event that more than one

Designating Party designates the same Protected Material with different levels of treatment or

confidentiality, all copies of the Protected Material shall be treated as having the highest level of

confidentiality designated by any Designating Party.

3.5 Upward Designation of Information or Items Produced by Other Parties or Non-

Parties: Subject to the standards of Paragraph 3.2 and notwithstanding Paragraph 3.4, a Party may

upward designate (i.e., change any Discovery Material produced without a designation of

Confidential, Highly Confidential, or Outside Counsel Eyes Only, or change any Discovery

Material produced as Confidential to a designation of Highly Confidential or Outside Counsel

Eyes Only, or change any Discovery Material produced as Highly Confidential to Outside Counsel

Eyes Only) any Discovery Material produced by another Party or Non-Party, provided that said

Discovery Material contains the upward Designating Party’s own Outside Counsel Eyes Only,

Highly Confidential Material, or Confidential Material, or otherwise is entitled to protective

treatment under Federal Rule of Civil Procedure 26(c) or other law, such that the upward

designation is appropriate under the terms of this Order. Upward designation shall be

accomplished by providing written notice to all Parties identifying (by Bates number or other

individually identifiable information) the Discovery Material to be re-designated within sixty (60)

days of production by the disclosing Party. Failure to upward designate within sixty (60) days of

production, alone, will not prevent a Party from obtaining the agreement of all Parties to upward

designate certain Discovery Material or from moving the Court for such relief. Any Party may

object to the upward designation of Discovery Material pursuant to the procedures set forth in

Section 4 regarding challenging designations.

IV. Challenging Confidentiality Designations

4.1 Meet and Confer: If a Party elects to challenge a Designating Party’s confidentiality

designation, it must do so in good faith and must begin the process by notifying the Designating

Party in writing of its challenge and identifying the challenged material with as much specificity

as reasonably practical, including for example, by production number, and by providing a basis

for the challenge. The objecting Party and the Designating Party shall within ten (10) days after

service of the written objections, meet and confer concerning the objection, during which the

objecting Party must explain verbally the basis for its assertion that the confidentiality designation

is improper. The Designating Party shall have a reasonable opportunity to review the designated

material and, if no change in designation is offered, explain the basis for the chosen designation.

4.2 Judicial Intervention: If the Parties are not able to resolve a dispute about a

confidentiality designation during the meet and confer process set forth in Paragraph 4.1, above,

the Party challenging the designation may seek relief within twenty-one (21) days of the initial

notice of challenge, or within fourteen (14) days of the parties agreeing that the meet and confer

process will not resolve their dispute, whichever is shorter, from the Court in accordance with its

rules and procedures. Until the Court rules on the dispute, all Parties shall continue to afford the

material in question the level of protection to which it is entitled under the Designating Party’s

designation. In the event the Court rules that the challenged material’s designation should be

changed, the Designating Party shall reproduce copies of all materials with their designations

removed or changed in accordance with the ruling within ten (10) days of the ruling. Frivolous

challenges and those made for an improper purpose (e.g., to harass or impose unnecessary

expenses and burdens on other Parties) may expose the challenging party to sanctions.

V. Access To and Use of Discovery Material

5.1 Disclosure of Confidential Material: Unless otherwise ordered by the Court or

permitted in writing by the Designating Party, Confidential Material may be disclosed by a

Receiving Party only to the following persons and only made to the extent reasonably necessary

to prosecute or defend this Action:

(a) the Receiving Party’s Counsel to whom it is reasonably necessary to

disclose the information in connection with this Action;

(b) in addition to In-House Counsel, and to the extent that such disclosure is

reasonably necessary for the Action, current officers, directors, or employees of each Receiving

Party;

(c) Experts and/or Consultants retained by a Party or its Counsel to serve as an

expert witness or as a consultant in this Action and who have signed the “Agreement To Be Bound

By Protective Order” (“Exhibit A” ), provided that Counsel, in good faith, requires their assistance

in connection with this Action; and provided further that any part of a report created by such expert

or consultant incorporating Protected Material in whole or in part shall be designated appropriately

by the Party responsible for its creation; and provided further that experts or consultants may not

use Protected Material for any purpose that does not relate to this Action;

(d) the Court and its personnel in this Action;

(e) special masters, mediators, or other third parties who are appointed by the

Court or retained by the Parties for settlement purposes or resolution of discovery or other disputes

and their necessary personnel and, in the case of persons retained by the Parties, who have signed

Exhibit A;

(f) court reporters and/or videographers, their staffs, and Professional Vendors

to the extent that such disclosure is reasonably necessary for this Action;

(g) professional jury or trial consultants including mock jurors who have signed

a confidentiality agreement and who have signed Exhibit A;

(h) the author, addressees, or recipients of the document, or any other natural

person who Counsel has a good faith reasonable belief had reviewed or had access to such

document or the information contained therein during his or her employment as a result of the

substantive nature of his or her employment position, or who is specifically identified in the

document or its accompanying metadata, provided, however, that (i) the witness is not permitted

to retain copies of the Protected Material after the witness is examined regarding the Protected

Material; and (ii) the witness is explicitly informed by the disclosing Party’s Outside Counsel that

this Order forbids him or her to disclose the Protected Material except as permitted under this

Order and that he or she is subject to the Court’s jurisdiction for the purposes of enforcing this

Order;

(i) relevant employees of any insurer to a Party to the extent that such

disclosure is reasonably necessary for the defense of that Party in this Action and who have signed

Exhibit A;

(j) any other person agreed to by the Designating Party in writing; and

(k) any other person to whom the Court compels disclosure of the Confidential

Material or to whom disclosure is required by law, subject to the requirements of Section 11 below.

5.2 Disclosure of Highly Confidential Material: Unless otherwise ordered by the Court

or permitted in writing by the Designating Party, material designated “Highly Confidential” may

be disclosed by a Receiving Party only to the following persons and only made to the extent

reasonably necessary to prosecute or defend this Action:

(a) the Receiving Party’s Counsel to whom it is reasonably necessary to

disclose the information in connection with this Action;

(b) Experts and/or Consultants retained by a Party or its Counsel to serve as an

expert witness or as a consultant in this Action and who have signed Exhibit A, provided that

Counsel, in good faith, requires their assistance in connection with this Action; and provided

further that any part of a report created by such expert or consultant incorporating Protected

Material in whole or in part shall be designated appropriately by the Party responsible for its

creation; and provided further that experts or consultants may not use Protected Material for any

purpose that does not relate to this Action;

(c) the Court and its personnel in this Action;

(d) special masters, mediators, or other third parties who are appointed by the

Court or retained by the Parties for settlement purposes or resolution of discovery or other disputes

and their necessary personnel and, in the case of persons retained by the Parties, who have signed

Exhibit A;

(e) court reporters and/or videographers, their staffs, and Professional Vendors

to the extent that such disclosure is reasonably necessary for this Action;

(f) professional jury or trial consultants including mock jurors who have signed

a confidentiality agreement and who have signed Exhibit A;

(g) the author, addressees, or recipients of the document, or any other natural

person who reviewed or had access to such document during his or her employment as a result of

the substantive nature of his or her employment position, or who is specifically identified in the

document or its accompanying metadata, provided, however, that (i) the witness is not permitted

to retain the Protected Material after the witness is examined regarding the Protected Material; and

(ii) the witness is explicitly informed by the disclosing Party’s Outside Counsel that this Order

forbids him or her to disclose the Protected Material except as permitted under this Order and that

he or she is subject to the Court’s jurisdiction for the purposes of enforcing this Order;

(h) relevant employees of any insurer to a Party to the extent that such

disclosure is reasonably necessary for the defense of that Party in this Action and who have signed

Exhibit A;

(i) any other person agreed to by the Designating Party in writing; and

(j) any other person to whom the Court compels disclosure of the Highly

Confidential Material or to whom disclosure is required by law, subject to the requirements of

Section 11 below.

5.3 Disclosure of Outside Counsel Eyes Only Material: Unless otherwise ordered by

the Court or permitted in writing by the Designating Party, material designated “Outside Counsel

Eyes Only” may be disclosed by a Receiving Party only to the following persons and only made

to the extent reasonably necessary to prosecute or defend this Action:

(a) the Receiving Party’s Outside Counsel to whom it is reasonably necessary

to disclose the information in connection with this Action;

(b) Experts and/or Consultants retained by a Party or its Counsel to serve as an

expert witness or as a consultant in this Action and who have signed Exhibit A, provided that

Counsel, in good faith, requires their assistance in connection with this Action; and provided

further that any part of a report created by such expert or consultant incorporating Protected

Material in whole or in part shall be designated appropriately by the Party responsible for its

creation; and provided further that experts or consultants may not use Protected Material for any

purpose that does not relate to this Action;

(c) the Court and its personnel in this Action;

(d) special masters, mediators, or other third parties who are appointed by the

Court or retained by the Parties for settlement purposes or resolution of discovery or other disputes

and their necessary personnel and, in the case of persons retained by the Parties, who have signed

Exhibit A;

(e) court reporters and/or videographers, their staffs, and Professional Vendors

to the extent that such disclosure is reasonably necessary for this Action;

(f) professional jury or trial consultants including mock jurors who have signed

a confidentiality agreement and who have signed Exhibit A;

(g) the author, addressees, or recipients of the document, or any other natural

person who reviewed or had access to such document during his or her employment as a result of

the substantive nature of his or her employment position, or who is specifically identified in the

document or its accompanying metadata, provided, however, that (i) the witness is not permitted

to retain the Protected Material after the witness is examined regarding the Protected Material; and

(ii) the witness is explicitly informed by the disclosing Party’s Outside Counsel that this Order

forbids him or her to disclose the Protected Material except as permitted under this Order and that

he or she is subject to the Court’s jurisdiction for the purposes of enforcing this Order;

(h) relevant employees of any insurer to a Party to the extent that such

disclosure is reasonably necessary for the defense of that Party in this Action and who have signed

Exhibit A;

(i) any other person agreed to by the Designating Party in writing; and

(j) any other person to whom the Court compels disclosure of the Outside

Counsel Eyes Only Material or to whom disclosure is required by law, subject to the requirements

of Section 11 below.

5.4 Standard of Care: The Receiving Party shall maintain any Protected Material that

is provided under this Order in a secure and safe manner that ensures that access is limited to the

persons authorized under this Order. The Receiving Party shall exercise a standard of due and

proper care with respect to the storage, custody, use, and/or dissemination sufficient under all

applicable laws to safeguard against unauthorized or inadvertent disclosure of such material,

including the use of eDiscovery vendors or claims administrators capable of complying with such

laws to store such documents. All such copies, reproductions, extractions, and abstractions shall

be subject to the terms of this Order and labeled in the same manner as the designated material on

which they are based.

5.5 Loss of Protected Material or Breach of Security: If a Receiving Party or authorized

recipient discovers any loss of Protected Material or a breach of security, including any actual or

suspected unauthorized access, relating to another party’s Protected Material, the Receiving Party

or authorized recipient shall: (i) promptly provide written notice to the Producing Party of such

breach; (ii) provide sufficient information about the breach that the Producing Party can reasonably

ascertain the size and scope of the breach; and (iii) take all appropriate corrective actions to

terminate the unauthorized access.

5.6 Use of Generative Artificial Intelligence (“AI”): The Parties agree that Protected

Material shall not be submitted to any open Generative AI tool (e.g., ChatGPT) or substantially

similar tool that is available to the public. Submitting Protected Material to such an open tool is

considered disclosure to a third party subject to the terms of this Order. Before submitting any

Protected Material to a closed, enterprise Generative AI tool, the Receiving Party shall ensure that

it (or its eDiscovery vendor) can delete all Protected Material from the Generative AI tool at the

conclusion of this Action, including any information derived from such Protected Material; and

that the Protected Material will not be otherwise made accessible to other users of the LLM or AI

platform not authorized to receive Protected Material under this Order. The Receiving Party will

be responsible for destroying such Protected Material from such tools at the end of the Action.

5.7 Compliance With and Retention of Exhibit A: Counsel for the Party that obtains

the signed “Agreement to Be Bound by Protective Order” (Exhibit A) from any person, as required

above in any Section, shall be responsible for explaining to such person the terms of this Order

prior to disclosing to such person any Protected Material. Such Counsel shall retain them for six

(6) months following the final termination of this Action, including any appeals, and shall make

them available to other Parties or the Court upon good cause shown.

5.8 Retention of Protected Material: Unless otherwise agreed to by the Producing Party

in writing or ordered by the Court, persons described in Paragraph 5.1 (h), (j), and (k) who have

been shown Confidential Material shall not retain copies thereof longer than reasonably necessary

in light of the purpose for which the Confidential Material was disclosed. Persons described in

Paragraphs 5.2 and 5.3 (g),(i), and (j) who have been shown Highly Confidential Material or

Outside Counsel Eyes Only Material shall not retain copies thereof longer than reasonably

necessary in light of the purpose for which the Highly Confidential Material or Outside Counsel

Eyes Only Material was disclosed.

VI. Unauthorized Disclosure

6.1 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed

Protected Material to any person or in any circumstance not authorized under this Order, the

Receiving Party must, immediately:

(a) notify in writing the Designating Party of the unauthorized disclosures;

(b) make commercially reasonable efforts to retrieve all copies of the Protected

Material;

(c) inform the person or persons to whom unauthorized disclosures were made

of all the terms of this Order; and

(d) request such person or persons to execute Exhibit A.

VII. Filing Protected Material

7.1 All persons seeking to file redacted documents or documents under seal with the

Court shall comply with this Court’s Individual Practices in Civil Cases. Notwithstanding any

other provision, no document may be filed with the Clerk under seal without a further Order of

this Court addressing the specific documents or portions of documents to be sealed. Any

application to seal shall be accompanied by an affidavit or affidavits and a memorandum of law,

demonstrating that the standards for sealing have been met and specifically addressing the

applicability of Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119-120 (2d Cir. 2006) and

any other controlling authority. Unless otherwise ordered, a Party seeking to file an opposing

Party’s Confidential Information shall so advise the opposing Party fourteen (14) days in advance

specifying the precise portion of the information the Party seeks to use, the general purpose thereof

and any redactions to which the Party does not object. Within seven (7) days thereafter, the Party

whose Confidential Information is sought to be used may make an application to seal in accordance

with this Paragraph of this Order, indicating the portion or portions of the information it seeks to

have sealed. Nothing herein is intended to alter or modify the applicability of Rule 5.2, Fed. R.

Civ. P., to this case. The redactions expressly authorized by Rule 5.2 may be made without further

application to the Court.

VIII. Use of Protected Material at Trial

8.1 The use of Protected Material at trial or any evidentiary hearing will be governed

by a separate agreement to be entered in advance of the hearing or trial. The undersigned agree to

meet and confer concerning the terms of such order. The use of Protected Material at trial shall not

cause such Protected Material to lose its status as Protected Material.

IX. A Designating or Producing Party’s Use of Its Own or Independently Owned

Documents

9.1 Nothing in this Order shall be construed to limit in any way any Producing Party’s,

Receiving Party’s, or any other person’s use of its own documents, including documents obtained

independently and lawfully from sources other than a Producing Party, nor shall it affect any

Producing Party’s, Receiving Party’s, or any other person’s subsequent waiver of its own prior

designation with respect to its own Confidential Material or Highly Confidential Material.

X. Attorney Rendering Advice

10.1 Nothing in this Order will bar or otherwise restrict an attorney from rendering

advice to his or her client or from relying upon or generally referring to Protected Material in

rendering such advice, provided, however, that, in rendering such advice or in otherwise

communicating with his or her client, the attorney shall not reveal or disclose the specific content

of Protected Material if such disclosure is not otherwise permitted under this Order.

XI. Protected Material Subpoenaed or Ordered Produced in Other Litigation

11.1 If a Receiving Party is served with a discovery request, subpoena, or an order issued

in other litigation, or receives some other form of legal process or request from any court, federal

or state regulatory or administrative body or agency, legislative body, self-regulatory organization,

or other person or entity purporting to have authority to require the production thereof, that seeks

disclosure of any information or items designated in this Action as “Confidential” or “Highly

Confidential,” or “Outside Counsel Eyes Only,” the Receiving Party must notify, to the extent

permitted by law and the rules, requirements, or requests of any relevant governmental or self-

regulatory organization, the Designating Party, in writing (by electronic mail, if possible), and

include with that notice a copy of the discovery request, subpoena, order, or other form of legal

process as soon as reasonably practicable after receipt unless production is required earlier, in

which case the notice must be made in time for the Designating Party to take steps as set forth

below.

11.2 The Receiving Party also must promptly inform the party that caused the discovery

request, subpoena, order, or other form of legal process or request to issue that some or all of the

material covered by the subpoena or order is the subject of this Order.

11.3 In addition, the Receiving Party must deliver a copy of this Order promptly to the

party in the other matter that caused the discovery request, subpoena, order, or other form of legal

process or request to issue. To the extent consistent with the rules, requirements, or requests of any

relevant governmental or self-regulatory organization, the Receiving Party shall not produce the

requested Protected Material unless and until a court of competent jurisdiction so directs, except

if the Designating Party (a) consents, or (b) fails to file a motion to quash or fails to notify the

Receiving Party in writing of its intention to contest the production of the Protected Material prior

to the date designated for production of the Protected Material, in which event the Receiving Party

may produce on the production date, but no earlier.

11.4 In connection with any production of Confidential Material, Highly Confidential

Material, or Outside Counsel Eyes Only Material subject to this Order, the Receiving Party shall

request confidential treatment for the Confidential Material, Highly Confidential Material, or

Outside Counsel Eyes Only Material.

11.5 The purpose of imposing these duties is, to the extent consistent with the rules,

requirements, or requests of any relevant governmental or self-regulatory organization, or

otherwise permitted by law, to alert the interested parties to the existence of this Order and to

afford the Designating Party an opportunity to try to protect its confidentiality interest in the matter

or proceeding in connection with which the discovery request, subpoena, or order is issued. The

Designating Party shall bear the burdens and the expenses of seeking protection in that matter or

proceeding of its Protected Material. Nothing in these provisions should be construed as

authorizing, requiring, or encouraging a Receiving Party to disobey, or to risk contempt of, a lawful

directive from another court.

11.6 In the event that Discovery Material is produced to a Non-Party as a result of a

discovery request, subpoena, or an order issued in other litigation, or some other form of legal

process from any court, federal or state regulatory or administrative body or agency, legislative

body, or other person or entity, such Discovery Material shall continue to be treated in this Action

in accordance with any designation as Protected Material.

XII. Non-Waiver of Applicable Privileges

12.1 This Protective Order is entered pursuant to and invokes the protections of Federal

Rule of Evidence 502(d). Accordingly, the provisions of Federal Rule of Evidence 502(b) will not

apply to the production of Discovery Material in this Action. To allow for expeditious productions

of documents, a Producing Party may, at its sole option, produce such materials without detailed,

or any, review to determine whether the production includes material protected by an applicable

privilege or other immunity from discovery. Out of an abundance of caution, the Parties agree that

the provisions of this Section 12 apply regardless of what steps the Producing Party undertakes to

identify privileged documents.

12.2 In accordance with Federal Rule of Evidence 502(d), and any other applicable rules,

the production or disclosure of Privileged Material shall not be deemed to waive—in this

proceeding or any other federal or state proceeding—any applicable privilege or immunity from

discovery that would otherwise attach to the disclosed materials or their subject matter. The Parties

shall not argue, in this forum, or any other, that any privilege or protection was waived as a result

of the manner of disclosure in this Action.

12.3 If a Party identifies Discovery Material that appears on its face to contain Privileged

Material belonging to another Party or Non-Party, the identifying party is under a good faith

obligation to promptly notify the Producing Party or Non-Party in writing of the existence of such

Privileged Material. Such notification shall not waive the identifying Party’s ability to contest any

assertion of privilege or protection with respect to the identified material, except as otherwise

provided herein. If the Party or Non-Party to whom the disclosed Privileged Material belongs

wishes to assert a claim of privilege or protection, the Party or Non-Party shall notify the

identifying party of the assertion of such claim within 10 days of receiving the written notification.

12.4 Nothing in this Order limits or otherwise modifies an attorney’s ethical obligation

to refrain from examining or disclosing materials that the attorney knows, or should know, contain

Privileged Material and to inform the disclosing Party that such Privileged Material was disclosed

in this Action.

XIII. Clawback of Privileged Material

13.1 A Producing Party that determines at any time that it made a disclosure of

Privileged Material in this Action shall promptly notify the Receiving Party following discovery

of the production of Privileged Material, and the Receiving Party shall:

(a) In the case of Privileged Material for which the Producing Party asserts a

privilege and/or protection from disclosure, (i) immediately cease the review and disclosure of the

Privileged Material, except to the extent necessary to determine and/or contest the privilege or

protection; (ii) immediately return, sequester or destroy the disclosed document, as well as any

copies thereof; and (iii) immediately destroy or sequester any references to the Privileged Material

or its contents, to the extent such references exist in other materials prepared by the Receiving

Party.

(b) In the case of a Privileged Document or Protected Material that has been

filed on a court docket or otherwise made public by the Receiving Party, immediately request the

withdrawal and removal of any such Protected Material from where it was previously filed or

submitted.

13.2 Upon the request of the Producing Party, provide to the Producing Party a

certification of counsel that all of the Privileged Material subject to this Section has been returned,

sequestered or destroyed subject to the terms of this Protective Order.

13.3 To the extent a Receiving Party intends to challenge the assertion of privilege with

respect to any document sought to be clawed back under the terms of this Paragraph, it must

sequester the Privileged Material in question and not use such Privileged Material and/or its

contents for any purpose, until such time as the Court determines whether the document in question

is in fact privileged or otherwise protected from disclosure. For the avoidance of doubt, in no

instance shall the Receiving Party be permitted to use the contents of a document clawed back.

13.4 If the Receiving Party has provided any Privileged Material to a Non-Party, the

Receiving Party will use all reasonable efforts to secure the return or destruction of any Privileged

Material and the destruction of any references to such material and/or its contents.

13.5 If the Receiving Party disputes the Producing Party’s claim of privilege, the

Receiving Party shall notify the Producing Party in writing of the dispute and the basis therefor

within 14 days of receipt of notification that the Privileged Material was produced. The Producing

Party and Receiving Party shall then meet and confer in good faith to try to resolve the dispute. If

after meeting and conferring, the Parties are unable to resolve the dispute, either Party may, within

10 days of reaching an impasse, move the Court for a determination of whether the document(s)

in question are in fact privileged. The document(s) in question may be submitted to the Court for

an in-camera inspection.

13.6 A Party is not precluded by this Order from arguing that a privilege or protection

that might otherwise apply has been waived for reasons other than the production of the document

or information in question in this Action.

XIV. Duration of Order/Return of Protected Material

14.1 This Order shall survive the termination of this Action, and this Court shall have

continuing jurisdiction for enforcement of its provisions following termination of this Action. All

provisions of this Order restricting the use of Protected Material shall continue to be binding unless

otherwise agreed or ordered by the Court. Except as provided by law or other regulatory authority

or unless otherwise ordered or agreed in writing by the Producing Party or as required by local

data protection laws, within sixty (60) days after the final termination of this Action, including any

appeals, each Receiving Party shall return to the Producing Party all Protected Material or, at the

option of the Receiving Party, to destroy all Protected Material. In either case, the Receiving Party

shall, upon request, provide the Designating Party with a certification stating that it has destroyed

or returned the Protected Material, except for (i) such information or material that was transmitted

electronically and whose removal or destruction from a Party’s electronic systems would violate

applicable federal or state law, rule, or regulation, or policies and procedures reasonably designed

to ensure compliance with such law, rule, or regulation, (ii) information saved on backup media in

an electronically stored format, or (iii) information incorporated into any pleadings, motions, or

work product. In that case, counsel of record shall continue to treat the Protected Material in

accordance with this Order.

XV. Amendment of Order

15.1 Nothing herein shall preclude any Party from seeking to amend this Order in writing

for good cause shown. Nor shall anything herein preclude any Party or Non-Party from seeking

additional or different protections on a case-by-case basis under the standards set forth in Fed. R.

Civ. P. 26(c).

XVI. Non-Parties

16.1 Third-Party Discovery: Any Party, in conducting discovery from Non-Parties in

connection with this Action, shall provide any Non-Party from which it seeks discovery with a

copy of this Order to inform each such Non-Party of his, her, or its rights herein. If a Non-Party

provides discovery to any Party in connection with this Action, the provisions of this Order shall

apply to such discovery as if such discovery were being provided by a Party. Under such

circumstances, the Non-Party shall have the same rights and obligations under the Order as held

by the Parties to this Action. Any Non-Party producing Discovery Material or giving deposition

testimony in this Action may avail herself, himself, or itself of the provisions of this Order

available to “Parties” for her, his, or its testimony and Discovery Material by executing Exhibit A

to this Order and informing the Party that served the subpoena of the same.

16.2 New Parties to This Action: In the event that additional persons or entities become

parties to this Action, such parties shall not have access to Protected Material produced by or

obtained from any disclosing Party until the newly joined parties or their counsel endorse a copy

of Exhibit A and file it with the Court.

XVII. Jurisdiction

17.1 The Court shall 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.

XVIII. Violations of Protective Order

18.1 In the event that any person or party should violate the terms of this Order, the

aggrieved Producing Party may apply to the Court to obtain relief against any such person or party

violating or threatening to violate any of the terms of this Order. Relief may include, but is not

limited to, attorneys’ fees and other sanctions. The Parties and any other person subject to the

terms of this Order agree that this Court shall retain jurisdiction over them for the purpose of

enforcing this Order.

XIX. Execution

19.1 This Order may be executed in counterparts. This Order shall become effective as

a stipulation as among the executing Parties immediately upon its execution by such executing

Parties, subject to any subsequent modifications if and when so-ordered by the Court.

By: /s/ Laura Harris By: /s/ Stephen J. Obermeier

Olivier Antoine Stephen J. Obermeier

Laura Harris Frank Scaduto

Joshua Hazan Enbar Toledano

Sean Murray WILEY REIN LLP

King & Spalding LLP 2050 M Street, NW

1290 Avenue of the Americas, 14th Fl. Washington, DC 20036

New York, NY 10104 Tel: (202) 719-7000

Tel: (212) 556-2100 Fax: (202) 719-7049

Fax: (212) 556-2222 sobermeier@wiley.law

oantoine@kslaw.com fscaduto@wiley.law

lharris@kslaw.com etoledano@wiley.law

jhazan@kslaw.com

smurray@kslaw.com Attorneys for Defendant Mission

Broadcasting, Inc.

Attorneys for Plaintiff DIRECTV, LLC

By: /s/ Chris Schwegmann

Chris Schwegmann

LYNN PINKER HURST &

SCHWEGMANN LLP

2100 Ross Avenue, Suite 2700

Dallas, Texas 75201

(214) 981-3800

cjs@lynnllp.com

– and –

David W. Haller

COVINGTON & BURLING LLP

30 Hudson Yards

New York, New York 10001

(212) 841-1000

dhaller@cov.com

Attorneys for Defendant Nexstar

Media Group, Inc.

By: /s/ Kan M. Nawaday

Kan M. Nawaday

VENABLE LLP

151 West 42nd Street

New York, New York 10036

(212) 307-5500

kmnawaday@venable.com

– and –

Craig A. Gilley

Elizabeth C. Rinehart

VENABLE LLP

600 Massachusetts Avenue, NW

Washington, DC 20001

(202) 344-4000

cagilley@venable.com

ecrinehart@venable.com

Attorneys for Defendant White

Knight Broadcasting, Inc.

SO ORDERED this 17 day of June , 2026.

Dated: New York, New York A ows /

P. Kevin Castel

UNITED STATES DISTRICT JUDGE

29

EXHIBIT A

EXHIBIT A

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

DIRECTV, LLC,

Plaintiff,

Civil Action. 1:23-CV-02221-PKC

v.

NEXSTAR MEDIA GROUP, INC.;

MISSION BROADCASTING, INC.; and WHITE

KNIGHT BROADCASTING, INC.,

Defendants.

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

1. I, ___________________________, state that:

2. I hereby acknowledge that I have read the Confidentiality Stipulation and Protective

Order dated __________________, 2026 in the above-captioned action and attached hereto,

understand the terms thereof, and agree to be bound by its terms.

3. I submit to the jurisdiction of the United States District Court for the Southern

District of New York in matters relating to the Confidentiality Stipulation and Protective Order.

4. I understand that I am obligated to use materials designated as Confidential, Highly

Confidential, or Outside Counsel Eyes Only in accordance with the terms of the Confidentiality

Stipulation and Protective Order solely for the purposes of the above-captioned action, and not to

disclose any such Confidential, Highly Confidential, or Outside Counsel Eyes Only Materials to

any other person, firm or concern.

5. I further understand that to the extent that I retain any Protected Material prior to

the termination of my participation in this Action, I must do so in a secure manner in accordance

with this Order. I will return all Protected Material to the Party or attorney from whom I received

it at termination of my involvement in this Action or the termination of the Action, whichever is

sooner.

6. I am not currently, and am not anticipated to become, an employee of a Party or a

Party’s competitor, and I do not currently, and am not anticipated to, provide commercial advice on

or participate in the negotiation of retransmission consent agreements for any entity that engages in

such negotiations.

The undersigned acknowledges that violation of the Confidentiality Stipulation and

Protective Order may result in penalties for contempt of court.

Name (print):

Signature:

Date: