1017-00004 · Entities. Aurelius Global Media Group · Pleadings/Class Action

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SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT

STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

Filed Pursuant to Stipulation Re: Protective Order (Confidentiality) Dated February 10, 2023

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PREAMBLE AND RECITALS

The parties to this consolidated action — Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla (collectively, "Plaintiffs"), by and through their counsel of record, Castellano Byrne & Salas LLP (Marco Castellano, State Bar No. 198422; Diane Salas, State Bar No. 231045; Trevor Kim, State Bar No. 312876) and Veltrano Employment Law Group PC (Sandra Higuera, State Bar No. 217893), and Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), by and through its counsel of record, Calderwood & Harkness LLP (Renata Vasquez, State Bar No. 224578; Bernard Crawford, State Bar No. 265910; Devon Archer, State Bar No. 301462; Nadia Petrov, State Bar No. 318447) — have stipulated to the entry of this Protective Order Governing Confidential Information (this "Order" or "Protective Order").

WHEREAS, in the course of discovery in this consolidated action, the parties anticipate producing and exchanging documents, deposition testimony, interrogatory responses, electronically stored information, and other discovery materials that may contain confidential, proprietary, and/or trade secret business information of AMA, including but not limited to revenue data, show format details, talent deal terms, audience analytics, production budgets, advertiser rate cards, content development pipelines, and internal business strategies and competitive assessments;

WHEREAS, the parties further anticipate that discovery in this Action will involve the production and exchange of confidential personal information of current and former employees of AMA and putative class members, including but not limited to Social Security numbers, dates of birth, home addresses, telephone numbers, email addresses, compensation information, payroll records, personnel files, performance evaluations, disciplinary records, and immigration-related documentation;

WHEREAS, the parties further anticipate that discovery in this Action will involve the production and exchange of proprietary timekeeping and payroll system data from NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and electronic timekeeping system provider, including system configuration data, time punch records, pay calculation algorithms, rounding rules, meal and rest period waiver records, and related system audit logs;

WHEREAS, the parties agree that a protective order is necessary and appropriate to protect the confidentiality of such information, to safeguard the privacy interests of current and former employees and putative class members, and to preserve the trade secret and proprietary status of certain business information, while at the same time allowing the parties to conduct discovery fully, efficiently, and in accordance with the California Code of Civil Procedure and applicable rules;

WHEREAS, this Stipulated Protective Order is consistent with the model protective order published by the Los Angeles Superior Court and is intended to balance the legitimate confidentiality interests of the parties and non-parties against the public's right of access to court proceedings and records;

WHEREAS, the parties agree to be bound by the terms and conditions set forth herein, and respectfully request that the Court enter this Stipulated Protective Order as an order of the Court;

NOW, THEREFORE, the parties stipulate and agree, and upon approval by the Court, IT IS HEREBY ORDERED as follows:

SECTION 1: DEFINITIONS

As used in this Protective Order, the following terms shall have the meanings set forth below:

1.1 "Action." This consolidated action, Fuentes et al. v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214, pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned for all purposes to the Honorable Raymond Escobedo, Department 34, including the consolidated case Halloran v. Aurelius Media Americas Inc., Case No. 22STCV39501. References to this "Action" shall include all claims, cross-claims, counterclaims, and third-party claims, if any, asserted in the consolidated proceedings, and all proceedings ancillary thereto, including any appeal.

1.2 "Producing Party." Any party or non-party that produces, discloses, provides, or makes available discovery Material in this Action, whether in response to a formal discovery request, a subpoena, an informal agreement, or otherwise.

1.3 "Receiving Party." Any party, person, or entity that receives, obtains access to, or reviews discovery Material produced, disclosed, provided, or made available in this Action.

1.4 "Discovery Material." All documents (as defined in Code of Civil Procedure § 2016.020(b)), electronically stored information ("ESI"), deposition testimony (including transcripts, summaries, and video recordings), interrogatory responses, responses to requests for admission, responses to requests for production of documents, tangible things, and any other information or material produced, disclosed, provided, or made available in the course of discovery in this Action, including information produced by non-parties pursuant to subpoena, court order, or agreement. The term "Discovery Material" encompasses originals, copies, excerpts, summaries, compilations, notes, and any other formats or derivatives of such information.

1.5 "Designating Party." The party or non-party that designates discovery Material as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" under the terms of this Order. A Designating Party may include a non-party that produces discovery Material and applies a confidentiality designation to such material, or a party that applies a designation on behalf of a non-party as authorized under Section 3.4 of this Order.

1.6 "CONFIDENTIAL." The first tier of confidentiality designation available under this Order, as defined and described in Section 2.1 below. Discovery Material designated as CONFIDENTIAL is subject to the access restrictions set forth in Section 4 of this Order.

1.7 "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" ("AEO")." The second and more restrictive tier of confidentiality designation available under this Order, as defined and described in Section 2.2 below. Discovery Material designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY is subject to the heightened access restrictions set forth in Section 5 of this Order. This designation may be referred to herein as "AEO."

1.8 "Qualified Person." Any individual who is authorized to access discovery Material designated under this Order, as specified in Sections 4 and 5, as applicable. The term "Qualified Person" includes only those individuals who fall within the categories expressly enumerated in the applicable section and who, where required, have executed the Acknowledgment and Agreement form attached hereto as Exhibit A.

1.9 "Counsel." Attorneys of record for any party in this Action, including partners, associates, of counsel attorneys, contract attorneys, and staff attorneys employed by or working for the law firm representing that party. The term "Counsel" includes the following individuals and their respective firms:

(a) For Plaintiffs: Castellano Byrne & Salas LLP, including Marco Castellano (State Bar No. 198422), Diane Salas (State Bar No. 231045), and Trevor Kim (State Bar No. 312876), and any additional attorneys who may enter an appearance on behalf of Plaintiffs; and Veltrano Employment Law Group PC, including Sandra Higuera (State Bar No. 217893), and any additional attorneys who may enter an appearance on behalf of Plaintiffs with respect to the Private Attorneys General Act ("PAGA") claims asserted in this Action.

(b) For Defendant AMA: Calderwood & Harkness LLP, including Renata Vasquez (State Bar No. 224578), Bernard Crawford (State Bar No. 265910), Devon Archer (State Bar No. 301462), and Nadia Petrov (State Bar No. 318447), and any additional attorneys who may enter an appearance on behalf of Defendant.

1.10 "Expert." Any person retained or specially employed by a party or its Counsel to provide expert testimony or consulting assistance in connection with this Action, whether a testifying expert or a non-testifying consulting expert. The term "Expert" includes damages experts, forensic accountants, human resources consultants, timekeeping and payroll system analysts, statistical experts, and any other individuals engaged to provide specialized knowledge or analysis relevant to the claims or defenses in this Action.

SECTION 2: DESIGNATION OF CONFIDENTIAL INFORMATION — TWO-TIER SYSTEM

This Order establishes a two-tier system for designating discovery Material as confidential. The two tiers are "CONFIDENTIAL" and "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY," as described below. The parties acknowledge that the two-tier structure is intended to provide appropriate protections tailored to the sensitivity of the material at issue while avoiding unnecessary restrictions on the parties' ability to prosecute and defend this Action.

2.1 CONFIDENTIAL. A Designating Party may designate discovery Material as "CONFIDENTIAL" if it in good faith believes the material constitutes or contains one or more of the following categories of information:

(a) Confidential business information, including but not limited to financial records, revenue reports, operating budgets, cost analyses, internal policies and procedures, employee handbooks, training materials, production schedules, call sheets, internal memoranda and communications, organizational charts, staffing models, and crew and talent scheduling data.

(b) Proprietary information, including but not limited to timekeeping and payroll system configurations, data extraction methodologies, system audit logs, data mapping documentation, custom report templates, and technical specifications relating to AMA's timekeeping and payroll systems, including those operated or maintained by NovaPay Solutions Inc.

(c) Personal information of current and former employees and putative class members, including but not limited to names, home addresses, telephone numbers, personal email addresses, compensation data (including hourly rates, salaries, overtime calculations, and bonus and commission structures), payroll records, employment history, job titles, hire and termination dates, performance evaluations, disciplinary records, and other information contained in personnel files.

(d) Any other information that the Designating Party in good faith believes to be confidential, non-public, and deserving of protection from unrestricted disclosure, provided the designation is consistent with the standards set forth in Section 2.3 of this Order.

2.2 HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. A Designating Party may designate discovery Material as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" if it in good faith believes the material constitutes or contains one or more of the following categories of information, the disclosure of which to unauthorized persons would cause substantial harm to the Designating Party or to a non-party whose interests are implicated:

(a) Trade secrets, as defined under California Civil Code § 3426.1(d), including but not limited to proprietary show format bibles, pilot sizzle reels, audience analytics models, content development strategies, proprietary algorithms and methodologies for content valuation, and other information that derives independent economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain its secrecy.

(b) Highly sensitive business information, including but not limited to revenue data and revenue projections, profit-and-loss analyses, revenue models (including, by way of example and not limitation, the "Summit Challenge" franchise revenue model and associated projections), talent deal terms and compensation structures, above-the-line and below-the-line production budgets, licensing fee schedules, advertiser rate information and advertising revenue data, network carriage fees, and international distribution terms.

(c) Highly sensitive competitive information, including but not limited to strategic business plans, market analyses, competitive assessments, potential acquisition targets, development slates, pilot pick-up analyses, pricing models, and information relating to pending negotiations with networks, studios, talent agencies, or other industry participants that has not been publicly disclosed.

(d) Particularly sensitive personal information, including but not limited to Social Security numbers, dates of birth, financial account numbers (including bank account numbers and routing numbers), tax identification numbers, medical information and records, immigration-related documentation, individual compensation records that could identify specific employees by name, and any other personal information the disclosure of which would create a significant risk of identity theft, financial harm, or invasion of privacy.

(e) Information produced by a non-party that the non-party has designated as requiring the highest level of protection, or that the Designating Party in good faith believes warrants AEO designation based on the sensitivity of the non-party's information and the potential harm that would result from its broader disclosure.

2.3 Standard for Designation. All designations under this Order must be made in good faith and on a reasonable basis. A party shall not designate discovery Material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY unless it has a reasonable, good-faith basis for believing that the material contains information warranting the protections associated with the applicable designation. The parties acknowledge that over-designation — that is, the designation of material that does not genuinely warrant confidential treatment — undermines the purposes of this Order and imposes unnecessary burdens on the litigation. Over-designation is discouraged and may, in appropriate circumstances, result in sanctions, the shifting of fees and costs, or other relief as the Court deems just. Each party has a continuing obligation to evaluate its designations and to re-designate or de-designate material as appropriate.

SECTION 3: PROCEDURES FOR DESIGNATING CONFIDENTIAL INFORMATION

3.1 Documents and ESI. Documents and ESI shall be designated by affixing the legend "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" on each page of a document (or, in the case of a multi-page document, on each page containing designated information). For ESI produced in native format, the designation shall be made by notation in the metadata, in a production slip sheet accompanying the native file, or in a designation log that identifies the applicable production Bates numbers or file names and the corresponding designation tier. The Designating Party shall use commercially reasonable efforts to ensure that the designation is clearly legible and conspicuously placed on each designated document or item.

If the Designating Party inadvertently fails to designate discovery Material at the time of production, the Designating Party may supplement the designation by written notice to all parties within fourteen (14) calendar days of discovering the omission. The written notice shall identify the specific documents or ESI at issue (by Bates number, file name, or other reasonable identifying information) and the designation tier being applied. Upon receipt of such notice, the Receiving Party shall treat the material as designated from that point forward and shall take reasonable steps to ensure that any copies previously distributed to persons not authorized to receive the designated material are retrieved or that such persons are advised of the designation and directed to comply with the applicable access restrictions.

3.2 Deposition Testimony. Testimony elicited at depositions in this Action may be designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by either of the following methods:

(a) On-the-Record Designation. Counsel for the Designating Party may state on the record during the deposition that specific testimony, or testimony expected to be elicited during a specific line of questioning, is CONFIDENTIAL or AEO. The court reporter shall mark the corresponding pages and lines of the transcript with the appropriate designation legend.

(b) Post-Deposition Designation. The Designating Party may provide written notice to all parties within twenty-one (21) calendar days after receipt of the final certified transcript, identifying the specific pages and lines of the transcript that are designated as CONFIDENTIAL or AEO. Such notice shall be provided to all parties simultaneously and shall identify the designated material with reasonable specificity.

Until the expiration of the twenty-one (21) calendar day designation period following receipt of the final certified transcript, all deposition transcripts and video recordings in this Action shall be treated as CONFIDENTIAL. After the expiration of the designation period, only those portions specifically designated shall continue to be subject to the protections of this Order.

3.3 Interrogatory Responses and Other Written discovery. Interrogatory responses, responses to requests for admission, and other written discovery responses may be designated by including the legend "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" on the face of the response document. The designation may apply to the response as a whole or to specific individual responses, provided that the Designating Party clearly identifies which portions are subject to the designation. Where only certain interrogatory responses within a set contain designated information, the Designating Party shall identify the specific interrogatory numbers that are subject to the designation.

3.4 Non-Party discovery Material. Non-parties who produce discovery Material pursuant to subpoena, court order, or agreement may designate such material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY in accordance with the procedures set forth in this Section 3. Alternatively, any party may designate non-party discovery Material on behalf of the non-party, provided the party has a good-faith basis for the designation and has communicated with the non-party regarding the basis for the designation or has reason to believe the non-party would request such protection. The parties specifically anticipate that NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and electronic timekeeping system provider, is a likely non-party producer in this Action, and that NovaPay's system configuration data, payroll calculation records, time punch data, rounding and grace period settings, and related audit logs may warrant designation under this Order. AMA shall have the right to designate NovaPay's discovery Material on NovaPay's behalf to the extent that such material contains AMA's proprietary or confidential information.

SECTION 4: ACCESS TO CONFIDENTIAL MATERIAL

Discovery Material designated as "CONFIDENTIAL" under this Order may be disclosed to and used only by the following Qualified Persons, subject to the terms and conditions of this Order:

4.1 Counsel. Counsel of record for any party in this Action, including partners, associates, of counsel attorneys, contract attorneys, staff attorneys, paralegals (including, by way of example, Sophia Meng, paralegal at Calderwood & Harkness LLP), legal secretaries, litigation support analysts, and other support staff employed by or working under the direction and supervision of Counsel, to the extent reasonably necessary for the prosecution or defense of this Action. Any such support personnel shall be advised of the existence and terms of this Order and directed to comply with its provisions.

4.2 In-House Counsel and Designated Party Representatives. In-house legal counsel and specifically designated officers, directors, or employees of the parties who have a need to know the information for purposes of this Action, including:

(a) For Defendant AMA: Gregory Tanaka, Vice President, Legal & Compliance; Lorraine Okafor, Senior Vice President, Human Resources; Jonathan Mercer, President; Celine Arroyo, Director of Production Operations; Karen Fong, Payroll Manager; and Dwayne Prescott, Vice President of Unscripted Programming. AMA may add or substitute designated personnel by written notice to Plaintiffs' Counsel, provided such personnel have a reasonable need to access the CONFIDENTIAL material for purposes of this Action.

(b) For Aurelius Global Media Group, Inc. ("AGMG"), AMA's parent company: Philippa Cartwright, General Counsel, Global; and Malcolm Dunmore, Chief Financial Officer — to the extent reasonably necessary for oversight of this litigation and for corporate governance and reporting obligations relating to this Action. Access by AGMG personnel shall be limited to CONFIDENTIAL material and shall not extend to AEO material unless separately authorized.

(c) For Plaintiffs: Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla — to the extent reasonably necessary for the prosecution of their individual claims and the fulfillment of their obligations as class representatives, including review and approval of discovery responses, class certification declarations, and settlement terms.

4.3 Experts. Any Expert retained or specially employed by a party or its Counsel in connection with this Action, provided that before any CONFIDENTIAL material is disclosed to an Expert, the Expert shall execute the Acknowledgment and Agreement form attached hereto as Exhibit A to this Order. Counsel disclosing CONFIDENTIAL material to an Expert shall maintain a copy of the executed Exhibit A and shall make it available to the Designating Party upon request.

4.4 Court and Court Staff. The Court (the Honorable Raymond Escobedo, Department 34, Los Angeles Superior Court — Central District) and any court reporter, court clerk, judicial assistant, or other court personnel, in connection with proceedings in this Action. Discovery Material designated as CONFIDENTIAL that is submitted to the Court shall be handled in accordance with the procedures set forth in Section 8 of this Order.

4.5 Mediator. Any mediator retained by the parties for mediation of this Action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., and any mediation support staff employed by or working under the direction of the mediator, in connection with mediation proceedings. Any mediator and mediation support staff receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order and shall treat the material in accordance with this Order and the applicable mediation confidentiality provisions of California Evidence Code §§ 1115-1129.

4.6 E-discovery and Litigation Support Vendors. Vendors providing e-discovery, litigation support, document management, document review, data hosting, data processing, copying, imaging, or similar services in connection with this Action, including Marlowe Asset Management Litigation Technology Inc. (600 Anton Boulevard, Suite 900, Costa Mesa, California 92626), and their employees, contractors, and agents who require access to discovery Material to perform their contracted services. Such vendors shall be bound by the terms of this Order by virtue of their engagement by Counsel. Counsel engaging a vendor shall advise the vendor of the existence and terms of this Order and shall direct the vendor to comply with its provisions.

4.7 Claims Administrator. Any claims administrator retained in connection with class settlement proceedings in this Action, including Meridian Settlement Services LLC (Angela Truong, Account Manager, 1600 East Fourth Street, Suite 240, Santa Ana, California 92701), and the claims administrator's employees, contractors, and agents who require access to CONFIDENTIAL material to the extent reasonably necessary for settlement administration, class member notification, claims processing, and distribution of settlement proceeds. Any claims administrator receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order.

4.8 Deponents and Witnesses. Any deponent or witness in this Action, but only to the extent reasonably necessary for examination or testimony during a deposition, hearing, or trial proceeding, and only during the deposition, hearing, or trial proceeding itself. Deponents and witnesses shall not retain copies of CONFIDENTIAL material shown to them during examination. Counsel presenting CONFIDENTIAL material to a deponent or witness shall use reasonable efforts to limit disclosure to those portions of the material that are relevant to the examination.

4.9 Insurance Representatives. Representatives, claims adjusters, claims managers, and coverage counsel of AMA's applicable insurance carriers, and AMA's insurance broker, to the extent reasonably necessary for insurance coverage evaluation, defense coordination, reserve setting, and settlement authorization, including representatives of the following:

(a) Pemberton Mutual Assurance Co. (Employment Practices Liability Policy No. PMA-EPL-2022-00837);

(b) Redcliffe Specialty Insurance Ltd. (Directors & Officers Liability Policy No. RSI-DO-2022-04419);

(d) Kestrel Risk Advisors Ltd. (AMA's insurance broker; contact: Samuel Okonkwo, Senior Vice President), to the extent reasonably necessary for broker coordination and communication with the foregoing carriers.

Insurance representatives receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order and shall treat the material in accordance with this Order. Nothing in this Order shall be construed to alter or affect the rights and obligations of AMA or its insurers under any applicable insurance policy.

SECTION 5: ACCESS TO HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY MATERIAL

Discovery Material designated as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" under this Order may be disclosed to and used only by the following Qualified Persons. The access restrictions in this Section 5 are more restrictive than those in Section 4 and reflect the heightened sensitivity of AEO material.

5.1 Outside Counsel Only. Outside Counsel of record for any party in this Action — that is, attorneys, paralegals, legal secretaries, litigation support analysts, and other support staff at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP — to the extent reasonably necessary for the prosecution or defense of this Action. For the avoidance of doubt, AEO material shall NOT be disclosed to in-house counsel, party representatives, officers, directors, or employees of any party, including those identified in Section 4.2, unless specifically authorized in writing by the Designating Party or by order of the Court upon a showing of good cause. This restriction is intended to ensure that the most competitively sensitive and privacy-sensitive material is limited to outside litigation counsel who do not have business or operational roles with the parties.

5.2 Experts. Any Expert retained or specially employed by a party or its Counsel in connection with this Action, subject to execution of the Acknowledgment and Agreement form attached hereto as Exhibit A. Before disclosing AEO material to an Expert, Counsel for the Receiving Party shall provide the Designating Party with written notice identifying the Expert by name, organizational affiliation, and a general description of the Expert's anticipated role in this Action, at least seven (7) calendar days prior to the initial disclosure. The Designating Party may object to the disclosure of AEO material to a specific Expert within seven (7) calendar days of receiving such notice, and the parties shall meet and confer in good faith regarding any such objection. If the dispute cannot be resolved, the matter may be submitted to the Court for resolution.

5.3 Court and Court Staff. The Court and court personnel, as provided in Section 4.4. Discovery Material designated as AEO that is submitted to the Court shall be handled in accordance with the procedures set forth in Section 8 of this Order.

5.4 E-discovery and Litigation Support Vendors. E-discovery and litigation support vendors and their personnel, as provided in Section 4.6.

5.5 Exception — Named Plaintiffs. Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla shall NOT have access to discovery Material designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY unless the Designating Party consents in writing or the Court orders otherwise upon a showing of good cause by the Plaintiffs. This restriction is intended to prevent the disclosure of AMA's most competitively sensitive business information and trade secrets to individuals who may be current or former employees of AMA or its competitors in the entertainment industry.

5.6 Exception — AMA In-House Personnel. AMA's in-house legal and business personnel (including, without limitation, Gregory Tanaka, Lorraine Okafor, Jonathan Mercer, Celine Arroyo, Karen Fong, Dwayne Prescott, and any other AMA employee or officer) shall NOT have access to AEO material designated by Plaintiffs, and Plaintiffs' named representatives (Fuentes, Halloran, and Padilla) shall NOT have access to AEO material designated by AMA, unless in either case the Designating Party consents in writing or the Court orders otherwise upon a showing of good cause. This reciprocal restriction is intended to ensure that each side's most sensitive information is protected from disclosure to adverse parties.

5.7 Exception — Deponents. A deponent may be shown AEO material during a deposition to the extent reasonably necessary for examination, provided that:

(a) The deposition, or the relevant portion thereof, is conducted under the protections of this Order, and Counsel for the Designating Party is present or has been given reasonable notice of the intent to use the AEO material;

(b) The deponent does not retain copies of the AEO material, and any copies provided to the deponent during the examination are retrieved at the conclusion of the relevant examination;

(c) The court reporter is instructed on the record to designate the relevant transcript pages as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY; and

(d) If the deposition is videotaped, the videographer is instructed on the record that the corresponding portions of the video recording shall be treated as AEO material and handled in accordance with this Order.

SECTION 6: USE OF CONFIDENTIAL INFORMATION

6.1 Permitted Use. discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order shall be used solely for the purpose of prosecuting or defending this Action, including any motion, hearing, trial, appeal, enforcement proceeding, or post-judgment proceeding arising from this Action, and for no other purpose whatsoever. Without limiting the generality of the foregoing, discovery Material designated under this Order shall not be used for:

(a) Any business, commercial, competitive, or marketing purpose, including the development of competing products or services, the solicitation of AMA's employees, talent, advertisers, or business partners, or the evaluation of business opportunities;

(b) Any other litigation, arbitration, administrative proceeding, or regulatory investigation (except as expressly provided in Section 6.2 below);

(c) Any public disclosure, press release, publication, social media posting, blog post, or dissemination of any kind, whether to the media, to industry participants, to other employees, or to any other third party not authorized to receive the material under this Order; or

(d) Any purpose that is not directly and reasonably related to the prosecution or defense of this Action.

6.2 Use in Related Proceedings. The parties acknowledge that there may be proceedings related to this Action in which discovery Material designated under this Order may be relevant. If any party seeks to use discovery Material designated under this Order in a related proceeding — including, by way of example, Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned to the Honorable Catherine Villanueva, Department 52 — the party must first obtain the Designating Party's written consent or, failing consent, a court order authorizing the cross-use of the material. The parties anticipate that certain discovery in this Action, particularly relating to AMA's timekeeping practices, meal and rest period policies, wage statement formats, and payroll procedures, may be relevant to both this Action and the Aldrich individual action. The parties agree to cooperate in good faith regarding the cross-use of designated materials in related proceedings, and to seek to minimize the burden and expense associated with duplicative discovery while maintaining appropriate confidentiality protections.

6.3 No Waiver of Privilege. The production or disclosure of discovery Material subject to this Order does not constitute a waiver of any applicable privilege, including the attorney-client privilege, the work product doctrine, the common interest privilege, the joint defense privilege, or any other applicable privilege, immunity, or protection recognized under California law, federal law, or the law of any other jurisdiction. The parties reserve all rights to assert any applicable privilege or protection with respect to any discovery Material produced in this Action.

SECTION 7: CHALLENGING DESIGNATIONS

7.1 Good Faith Meet and Confer. A party that believes discovery Material has been improperly designated — that is, that the designation is not supported by a good-faith basis, that the material does not fall within the categories described in Section 2.1 or 2.2 (as applicable), or that the material has been over-designated (e.g., designated as AEO when CONFIDENTIAL is the appropriate tier) — may challenge the designation by providing written notice to the Designating Party. The written notice shall identify the specific discovery Material at issue (by Bates number, exhibit number, transcript page and line, or other reasonable identifying information) and shall state the basis for the challenge with reasonable specificity. The parties shall meet and confer in good faith to attempt to resolve the dispute without court intervention, consistent with the requirements of Code of Civil Procedure § 2016.040.

7.2 Response. The Designating Party shall respond in writing to a designation challenge within fourteen (14) calendar days after receipt of the written notice of challenge. In its response, the Designating Party shall either: (a) agree to re-designate the material at a lower tier or to de-designate the material entirely, and promptly provide written confirmation of the re-designation or de-designation to all parties; or (b) provide a written explanation setting forth the good-faith basis for maintaining the existing designation.

7.3 Court Resolution. If the parties are unable to resolve the designation dispute after good-faith meet and confer efforts as required by Sections 7.1 and 7.2, the Challenging Party may file a motion with the Court seeking to modify, downgrade, or remove the designation. The Designating Party shall bear the burden of establishing, by a preponderance of the evidence, that the designation is proper and that the discovery Material at issue falls within one or more of the categories described in Section 2.1 or 2.2 (as applicable). The Court may, in its discretion, award attorneys' fees and costs to the prevailing party on any designation challenge motion, particularly where the Court finds that the Designating Party engaged in a pattern of over-designation or that the Challenging Party's challenge was frivolous.

7.4 Interim Treatment. Pending resolution of any challenge to a designation, whether by agreement of the parties or by Court order, the disputed discovery Material shall continue to be treated under the existing designation. All parties and Qualified Persons shall continue to comply with the access and use restrictions applicable to the existing designation until the challenge is resolved.

SECTION 8: FILING UNDER SEAL

8.1 General Prohibition on Public Filing. No party shall file discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order in the public record without first complying with the procedures set forth in this Section 8 and with California Rules of Court, Rules 2.550 and 2.551, governing sealed records. The parties acknowledge the strong presumption of public access to court records under California law and agree that motions to seal should be narrowly tailored to protect only genuinely confidential information.

8.2 Procedure for Filing Under Seal. If a party seeks to file discovery Material designated under this Order with the Court in connection with any motion, opposition, reply, trial brief, or other filing, the party must comply with the following procedures:

(a) Lodge Conditionally Under Seal. The party shall lodge the designated material conditionally under seal with the Clerk of the Court in a sealed envelope or secure electronic filing, in accordance with California Rules of Court, Rule 2.551(b).

(b) File Motion to Seal. The party shall file a motion or application to seal the record, supported by a declaration or declarations establishing that: (i) there exists an overriding interest that overcomes the right of public access to the record; (ii) the overriding interest supports sealing the record; (iii) a substantial probability exists that the overriding interest will be prejudiced if the record is not sealed; (iv) the proposed sealing is narrowly tailored; and (v) no less restrictive means exist to achieve the overriding interest, as required by California Rules of Court, Rule 2.550(d).

(c) Serve Notice. The party shall serve notice of the motion to seal on all parties in accordance with the applicable rules of service.

8.3 Designating Party Cooperation. The Designating Party shall cooperate with the filing party in support of any motion to seal by providing declarations, evidence, or other materials necessary to establish the grounds for sealing, if requested by the filing party. If the Designating Party fails to provide such cooperation within a reasonable time after request, the filing party may file the designated material in the public record, with notice to the Designating Party and a reasonable opportunity (not less than five (5) court days) to seek a sealing order on its own initiative.

8.4 Redacted Versions. When feasible, the filing party shall file a redacted version of the document in the public record, with only the specifically designated material redacted, in addition to the complete unredacted version lodged under seal. Redactions shall be narrowly tailored to protect only the genuinely confidential information and shall not obscure non-confidential portions of the document.

SECTION 9: HANDLING OF CONFIDENTIAL INFORMATION AT DEPOSITIONS

9.1 Attendance Restrictions. If a deponent is asked questions that are likely to elicit testimony involving AEO material, Counsel for the Designating Party may request on the record that all persons not authorized to receive AEO material under Section 5 of this Order — including, without limitation, party representatives, in-house counsel, and named Plaintiffs — leave the deposition room for the relevant portion of the examination. The request shall be made on the record and shall identify the specific AEO designation that applies. Counsel for the examining party may object to the request on the record, and the parties shall confer in good faith to resolve any dispute. If the dispute cannot be resolved, the parties may seek a ruling from the Court by telephone or other expedited means.

9.2 Transcript Designation. Deposition transcripts containing designated material shall be marked by the court reporter with the appropriate designation legend — "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" — on each page containing designated testimony. The court reporter shall produce separate designated and non-designated portions of the transcript, or shall clearly mark the designated portions within the full transcript, as directed by Counsel. All copies of designated transcript pages shall be handled in accordance with the terms of this Order.

9.3 Exhibits. Deposition exhibits that have been designated under this Order shall be handled in accordance with the applicable designation. If a document designated as CONFIDENTIAL or AEO is used as a deposition exhibit, the Designating Party's designation shall be noted on the exhibit, and the exhibit shall be handled by the court reporter and all parties in accordance with this Order. The court reporter shall maintain designated exhibits separately from non-designated exhibits and shall limit access to designated exhibits to Qualified Persons.

9.4 Videotaped Depositions. Portions of videotaped depositions containing designated material shall be treated with the same protections as the corresponding transcript pages. The videographer shall be instructed on the record regarding the designation and shall maintain designated video segments separately or shall mark the video recording to indicate which portions contain designated material. The parties shall cooperate in creating redacted versions of video recordings for use in court proceedings, to the extent necessary to protect designated material while permitting the use of non-designated portions.

SECTION 10: INADVERTENT PRODUCTION / CLAWBACK

10.1 Inadvertent Disclosure of Privileged Material. If a Producing Party inadvertently produces discovery Material that is protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege, immunity, or protection, the inadvertent production shall not constitute a waiver of the privilege, provided the Producing Party gives prompt written notice of the inadvertent production to all Receiving Parties. The written notice shall identify the inadvertently produced material with reasonable specificity (by Bates number, document description, or other identifying information) and shall state the basis for the privilege claim. The Producing Party's obligation to provide "prompt" notice requires that notice be given within a reasonable time after the Producing Party discovers or reasonably should have discovered the inadvertent production.

10.2 Return or Sequestration. Upon receipt of notice of inadvertent production of privileged material, each Receiving Party shall:

(a) Promptly return, sequester, or destroy all copies of the inadvertently produced material, including any copies, excerpts, summaries, notes, or compilations that incorporate or reflect the substance of the privileged material, and confirm compliance in writing to the Producing Party within ten (10) calendar days;

(b) Not use the inadvertently produced material for any purpose pending resolution of the privilege claim, including in any motion, brief, deposition, or other proceeding;

(c) Not disclose the inadvertently produced material to any person not already in possession of it, and shall take reasonable steps to ensure that any persons to whom the material has already been disclosed are notified of the clawback and directed to comply with this Section; and

(d) If the Receiving Party has included any reference to the substance of the inadvertently produced material in any filing or submission, promptly notify the Court and seek appropriate relief.

10.3 Consistency with Evidence Code. This Section 10 is intended to be consistent with the protections afforded by California Evidence Code § 912 (which provides that disclosure of privileged information does not constitute a waiver where the disclosure was made without the holder's consent and was the result of an inadvertent disclosure) and with the protections afforded by Federal Rule of Evidence 502(d) (to the extent applicable in state court by analogy, stipulation, or otherwise). The inadvertent production of privileged material in this Action shall not operate as a waiver of the privilege in this Action or in any other federal or state proceeding. The parties intend that this Order shall have the broadest possible preclusive effect with respect to waiver, consistent with applicable law.

10.4 Challenge. If the Receiving Party disputes the Producing Party's privilege claim with respect to inadvertently produced material, the parties shall meet and confer in good faith to attempt to resolve the dispute. If the dispute cannot be resolved through meet and confer, the Receiving Party may move the Court for a determination of whether the material is protected by the asserted privilege. Pending the Court's ruling, the inadvertently produced material shall remain sequestered and shall not be used for any purpose. The Producing Party shall bear the burden of establishing that the asserted privilege applies to the material at issue.

SECTION 11: NON-PARTY OBLIGATIONS

11.1 Non-Party Producers. Any non-party that produces discovery Material in this Action — whether in response to a subpoena, a court order, or an informal agreement — shall be entitled to the protections of this Order. Non-parties may designate their own produced material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY in accordance with the procedures set forth in Section 3 of this Order. Without limiting the generality of the foregoing, the parties specifically recognize that NovaPay Solutions Inc. (Marcus Yee, Director of Client Data Services, 2200 Powell Street, Suite 600, Emeryville, California 94608) may produce discovery Material in this Action relating to AMA's timekeeping and payroll systems, and that such material may contain proprietary system configuration data, technical specifications, and employee data that warrants protection under this Order.

11.2 Subpoena Compliance. Any subpoena issued to a non-party in this Action shall attach a copy of this Protective Order and shall advise the non-party, in the body of the subpoena or in an accompanying cover letter, of the non-party's right to designate produced material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under the terms of this Order. The issuing party shall use reasonable efforts to provide the non-party with a reasonable opportunity to review and designate its produced material prior to the material being disclosed to any other party.

SECTION 12: EXPERT WITNESS OBLIGATIONS

12.1 Acknowledgment and Agreement. Before any Expert is given access to discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order, the Expert shall execute an Acknowledgment and Agreement in the form attached hereto as Exhibit A, agreeing to be bound by the terms of this Order. Counsel retaining the Expert shall maintain the executed original of the Acknowledgment and Agreement form and shall provide a copy to any Designating Party upon request.

12.2 Return of Materials. Upon conclusion of the Expert's engagement in connection with this Action, or upon written request by the Designating Party at any time, the Expert shall promptly return to Counsel or certify in writing the destruction of all discovery Material designated under this Order that is in the Expert's possession, custody, or control, including all copies, notes, summaries, analyses, and work product that incorporate or reflect the substance of the designated material. Notwithstanding the foregoing, an Expert may retain a copy of his or her own expert report or declaration, subject to the continuing confidentiality obligations of this Order.

SECTION 13: RETURN OR DESTRUCTION OF MATERIALS AT CONCLUSION OF LITIGATION

13.1 Obligation. Within sixty (60) calendar days after the final resolution of this Action — including the exhaustion or expiration of all appeal rights, the final distribution of any class settlement fund, the final resolution of any claims administration process, and the final disposition of any post-judgment proceedings — each Receiving Party shall, at the option of the Designating Party:

(a) Return all discovery Material designated under this Order to the Designating Party, including all copies, duplicates, excerpts, summaries, abstracts, compilations, notes, and any other forms or derivatives of the designated material, together with a written certification that the return is complete; or

(b) Certify in writing to the Designating Party the destruction of all such material, including a description of the method of destruction used and a statement that the destruction is complete.

The Designating Party shall notify the Receiving Party of its election (return or destruction) within thirty (30) calendar days after the final resolution of this Action. If the Designating Party fails to make an election within such period, the Receiving Party may, at its option, either return or destroy the designated material.

13.2 Exceptions. Notwithstanding the obligations set forth in Section 13.1:

(a) Archival Copy. Counsel for each party may retain one (1) complete archival copy of all designated discovery Material in a secure, restricted-access location (whether in physical or electronic form), solely for the purpose of establishing compliance with this Order, for use in any dispute arising from this Action or this Order, or for professional responsibility and malpractice defense purposes. The archival copy shall remain subject to the confidentiality obligations of this Order.

(b) Work Product. Counsel's work product — including attorney notes, memoranda, legal analyses, briefs, draft and final expert reports, and internal communications — that incorporates or reflects the substance of designated discovery Material need not be returned or destroyed, but shall remain subject to the confidentiality obligations of this Order in perpetuity.

(c) Backup Systems. ESI that resides on backup tapes, disaster recovery systems, or other archival storage media that are not reasonably accessible in the ordinary course of business need not be affirmatively deleted, provided the Receiving Party takes reasonable steps to prevent unauthorized access to such material and does not affirmatively restore or access such backup media for the purpose of retrieving designated material.

13.3 Survival. The confidentiality obligations imposed by this Order, including the restrictions on use and disclosure set forth herein, shall survive the conclusion of this Action and shall remain in full force and effect indefinitely unless modified or dissolved by order of the Court or by written agreement of all parties. Any person who has received designated material and who is bound by this Order shall continue to be bound by its terms after the conclusion of this Action.

SECTION 14: ENFORCEMENT AND REMEDIES

14.1 Court Jurisdiction. The Superior Court of the State of California, County of Los Angeles — Central District, shall retain jurisdiction to enforce the terms of this Order, including after the conclusion of this Action. Any party, non-party, or other person bound by this Order may seek enforcement by motion or other appropriate application to the Court.

14.2 Remedies for Breach. In the event of a breach or threatened breach of this Order, the Designating Party or any other aggrieved party shall be entitled to seek all available remedies, including but not limited to:

(a) Injunctive relief, including temporary restraining orders and preliminary injunctions, to prevent further disclosure or use of designated material in violation of this Order;

(b) Contempt proceedings under Code of Civil Procedure § 1209 et seq.;

(c) Monetary sanctions under Code of Civil Procedure § 177.5 or any other applicable statutory or inherent authority of the Court;

(d) Attorneys' fees and costs incurred in enforcing this Order, including fees and costs associated with any motion to enforce, any contempt proceeding, and any other enforcement action;

(e) Evidentiary sanctions, issue sanctions, or terminating sanctions, as the Court may deem appropriate under the circumstances; and

(f) Any other remedies available at law or in equity, including damages for any harm caused by the breach.

The remedies set forth in this Section are cumulative and are not exclusive of any other remedies available to the aggrieved party.

14.3 Notice of Breach. Any party or person bound by this Order who becomes aware of a breach or suspected breach of this Order — including any unauthorized disclosure, use, or access — shall promptly notify the Designating Party and all Counsel of record in this Action, and shall take reasonable steps to mitigate the effects of the breach, including by seeking to retrieve any designated material that has been improperly disclosed and by advising any unauthorized recipient of the material's confidential status and the obligation to return or destroy it.

SECTION 15: MODIFICATION

15.1 Stipulated Modification. This Order may be modified by written stipulation of all parties, subject to approval by the Court. Any stipulated modification shall be filed with the Court and shall not become effective until the Court enters an order approving the modification.

15.2 Court Modification. Any party may move the Court to modify this Order for good cause shown. The Court retains full authority to modify, amend, supplement, or vacate this Order at any time upon motion of a party or on the Court's own initiative, as justice requires.

SECTION 16: MISCELLANEOUS

16.1 No Waiver by Failure to Designate. The failure of a Designating Party to designate discovery Material at the time of production shall not constitute a waiver of the right to designate such material subsequently, as provided in Section 3.1 of this Order. No party shall be deemed to have waived its right to seek protection for any discovery Material by reason of any delay in designation, provided the delayed designation is made in accordance with the procedures set forth in this Order.

16.2 No Prejudice. Compliance with this Order — including the designation of discovery Material, the acceptance of a designation without challenge, or the production of material subject to a designation — shall not be deemed an admission by any party that any particular discovery Material is or is not confidential, proprietary, a trade secret, or otherwise entitled to protection. Nor shall compliance with this Order be deemed a concession regarding the admissibility, relevance, or authenticity of any discovery Material.

16.3 Applicability to Future Parties. If any additional parties are joined in this Action, whether by amendment, intervention, consolidation, or otherwise, such parties shall be bound by the terms of this Order upon receipt of notice of its existence and a copy of this Order. Counsel for the party seeking joinder or consolidation shall serve a copy of this Order upon any newly joined party and its counsel.

16.4 Interaction with Other Orders. This Order is without prejudice to any party's right to seek additional, different, or more restrictive protections for specific discovery Material by motion to the Court or by stipulation of the parties. Nothing in this Order shall be construed to limit the Court's authority to enter additional protective orders or other orders governing the handling of discovery Material in this Action.

STIPULATION AND AGREEMENT OF THE PARTIES

The undersigned counsel, being duly authorized to act on behalf of their respective clients, hereby stipulate and agree to the entry of the foregoing Stipulated Protective Order Governing Confidential Information, and respectfully request that the Court approve and enter this Order.

STIPULATED AND AGREED:

FOR PLAINTIFFS:

CASTELLANO BYRNE & SALAS LLP

By: ________

Marco Castellano (SBN 198422) 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4200 Facsimile: (310) 555-4201

Email: mcastellano@inlawlaw.com

Attorneys for Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla

VELTRANO EMPLOYMENT LAW GROUP PC

By: ________

Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7800 Facsimile: (213) 555-7801

Email: shiguera@ridgemontlaw.com

Attorneys for Plaintiffs (PAGA Claims)

FOR DEFENDANT:

CALDERWOOD & HARKNESS LLP

By: ________

Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-3400 Facsimile: (213) 555-3401

Email: darcher@calderwoodharkness.com

Attorneys for Defendant Aurelius Media Americas Inc.

ORDER

Good cause appearing from the Stipulation of the parties and the declarations and representations of counsel, and the Court being fully advised in the premises:

IT IS HEREBY ORDERED that the foregoing Stipulated Protective Order Governing Confidential Information is approved and entered as an Order of this Court, effective as of the date set forth below.

All parties to this Action, their Counsel, and all persons who receive discovery Material designated under this Order shall be bound by its terms. Any violation of this Order may result in contempt proceedings, sanctions, or other remedies as provided herein and under applicable law.

The Clerk is directed to file this Order and to serve notice of entry upon all parties.

Dated: February 15, 2023

________________________________________

HON. RAYMOND ESCOBEDO Judge of the Superior Court Department 34

EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND BY STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

Fuentes et al. v. Aurelius Media Americas Inc. Lead Case No. 22STCV38214 (Consolidated with Case No. 22STCV39501) Superior Court of the State of California, County of Los Angeles — Central District Assigned to Hon. Raymond Escobedo, Dept. 34

I, _________ (Print Full Name), declare under penalty of perjury under the laws of the State of California as follows:

1. My address is ________, and I am employed by and/or retained by ________ (name of organization, firm, or entity).

2. My role in connection with the above-captioned Action is: _________ (e.g., expert witness, consulting expert, litigation support vendor, claims administrator, etc.).

3. I have received and carefully read a complete copy of the Stipulated Protective Order Governing Confidential Information entered by the Court in this Action on February 15, 2023 (the "Protective Order").

4. I understand the terms and obligations imposed by the Protective Order, including the restrictions on access to, use of, and disclosure of discovery Material designated as CONFIDENTIAL and HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY.

5. I agree to be fully bound by the terms and conditions of the Protective Order as if I were a signatory thereto. I understand that any violation of the Protective Order may subject me to sanctions, contempt proceedings, and other remedies as set forth in the Protective Order and under applicable law.

6. I will not disclose any discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY to any person who is not authorized to receive such material under the terms of the Protective Order. I will take reas

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT
STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION
Filed Pursuant to Stipulation Re: Protective Order (Confidentiality) Dated February 10, 2023
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PREAMBLE AND RECITALS
The parties to this consolidated action — Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla (collectively, "Plaintiffs"), by and through their counsel of record, Castellano Byrne & Salas LLP (Marco Castellano, State Bar No. 198422; Diane Salas, State Bar No. 231045; Trevor Kim, State Bar No. 312876) and Veltrano Employment Law Group PC (Sandra Higuera, State Bar No. 217893), and Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), by and through its counsel of record, Calderwood & Harkness LLP (Renata Vasquez, State Bar No. 224578; Bernard Crawford, State Bar No. 265910; Devon Archer, State Bar No. 301462; Nadia Petrov, State Bar No. 318447) — have stipulated to the entry of this Protective Order Governing Confidential Information (this "Order" or "Protective Order").
WHEREAS, in the course of discovery in this consolidated action, the parties anticipate producing and exchanging documents, deposition testimony, interrogatory responses, electronically stored information, and other discovery materials that may contain confidential, proprietary, and/or trade secret business information of AMA, including but not limited to revenue data, show format details, talent deal terms, audience analytics, production budgets, advertiser rate cards, content development pipelines, and internal business strategies and competitive assessments;
WHEREAS, the parties further anticipate that discovery in this Action will involve the production and exchange of confidential personal information of current and former employees of AMA and putative class members, including but not limited to Social Security numbers, dates of birth, home addresses, telephone numbers, email addresses, compensation information, payroll records, personnel files, performance evaluations, disciplinary records, and immigration-related documentation;
WHEREAS, the parties further anticipate that discovery in this Action will involve the production and exchange of proprietary timekeeping and payroll system data from NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and electronic timekeeping system provider, including system configuration data, time punch records, pay calculation algorithms, rounding rules, meal and rest period waiver records, and related system audit logs;
WHEREAS, the parties agree that a protective order is necessary and appropriate to protect the confidentiality of such information, to safeguard the privacy interests of current and former employees and putative class members, and to preserve the trade secret and proprietary status of certain business information, while at the same time allowing the parties to conduct discovery fully, efficiently, and in accordance with the California Code of Civil Procedure and applicable rules;
WHEREAS, this Stipulated Protective Order is consistent with the model protective order published by the Los Angeles Superior Court and is intended to balance the legitimate confidentiality interests of the parties and non-parties against the public's right of access to court proceedings and records;
WHEREAS, the parties agree to be bound by the terms and conditions set forth herein, and respectfully request that the Court enter this Stipulated Protective Order as an order of the Court;
NOW, THEREFORE, the parties stipulate and agree, and upon approval by the Court, IT IS HEREBY ORDERED as follows:
SECTION 1: DEFINITIONS
As used in this Protective Order, the following terms shall have the meanings set forth below:
1.1 "Action." This consolidated action, Fuentes et al. v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214, pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned for all purposes to the Honorable Raymond Escobedo, Department 34, including the consolidated case Halloran v. Aurelius Media Americas Inc., Case No. 22STCV39501. References to this "Action" shall include all claims, cross-claims, counterclaims, and third-party claims, if any, asserted in the consolidated proceedings, and all proceedings ancillary thereto, including any appeal.
1.2 "Producing Party." Any party or non-party that produces, discloses, provides, or makes available discovery Material in this Action, whether in response to a formal discovery request, a subpoena, an informal agreement, or otherwise.
1.3 "Receiving Party." Any party, person, or entity that receives, obtains access to, or reviews discovery Material produced, disclosed, provided, or made available in this Action.
1.4 "Discovery Material." All documents (as defined in Code of Civil Procedure § 2016.020(b)), electronically stored information ("ESI"), deposition testimony (including transcripts, summaries, and video recordings), interrogatory responses, responses to requests for admission, responses to requests for production of documents, tangible things, and any other information or material produced, disclosed, provided, or made available in the course of discovery in this Action, including information produced by non-parties pursuant to subpoena, court order, or agreement. The term "Discovery Material" encompasses originals, copies, excerpts, summaries, compilations, notes, and any other formats or derivatives of such information.
1.5 "Designating Party." The party or non-party that designates discovery Material as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" under the terms of this Order. A Designating Party may include a non-party that produces discovery Material and applies a confidentiality designation to such material, or a party that applies a designation on behalf of a non-party as authorized under Section 3.4 of this Order.
1.6 "CONFIDENTIAL." The first tier of confidentiality designation available under this Order, as defined and described in Section 2.1 below. Discovery Material designated as CONFIDENTIAL is subject to the access restrictions set forth in Section 4 of this Order.
1.7 "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" ("AEO")." The second and more restrictive tier of confidentiality designation available under this Order, as defined and described in Section 2.2 below. Discovery Material designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY is subject to the heightened access restrictions set forth in Section 5 of this Order. This designation may be referred to herein as "AEO."
1.8 "Qualified Person." Any individual who is authorized to access discovery Material designated under this Order, as specified in Sections 4 and 5, as applicable. The term "Qualified Person" includes only those individuals who fall within the categories expressly enumerated in the applicable section and who, where required, have executed the Acknowledgment and Agreement form attached hereto as Exhibit A.
1.9 "Counsel." Attorneys of record for any party in this Action, including partners, associates, of counsel attorneys, contract attorneys, and staff attorneys employed by or working for the law firm representing that party. The term "Counsel" includes the following individuals and their respective firms:
(a) For Plaintiffs: Castellano Byrne & Salas LLP, including Marco Castellano (State Bar No. 198422), Diane Salas (State Bar No. 231045), and Trevor Kim (State Bar No. 312876), and any additional attorneys who may enter an appearance on behalf of Plaintiffs; and Veltrano Employment Law Group PC, including Sandra Higuera (State Bar No. 217893), and any additional attorneys who may enter an appearance on behalf of Plaintiffs with respect to the Private Attorneys General Act ("PAGA") claims asserted in this Action.
(b) For Defendant AMA: Calderwood & Harkness LLP, including Renata Vasquez (State Bar No. 224578), Bernard Crawford (State Bar No. 265910), Devon Archer (State Bar No. 301462), and Nadia Petrov (State Bar No. 318447), and any additional attorneys who may enter an appearance on behalf of Defendant.
1.10 "Expert." Any person retained or specially employed by a party or its Counsel to provide expert testimony or consulting assistance in connection with this Action, whether a testifying expert or a non-testifying consulting expert. The term "Expert" includes damages experts, forensic accountants, human resources consultants, timekeeping and payroll system analysts, statistical experts, and any other individuals engaged to provide specialized knowledge or analysis relevant to the claims or defenses in this Action.
SECTION 2: DESIGNATION OF CONFIDENTIAL INFORMATION — TWO-TIER SYSTEM
This Order establishes a two-tier system for designating discovery Material as confidential. The two tiers are "CONFIDENTIAL" and "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY," as described below. The parties acknowledge that the two-tier structure is intended to provide appropriate protections tailored to the sensitivity of the material at issue while avoiding unnecessary restrictions on the parties' ability to prosecute and defend this Action.
2.1 CONFIDENTIAL. A Designating Party may designate discovery Material as "CONFIDENTIAL" if it in good faith believes the material constitutes or contains one or more of the following categories of information:
(a) Confidential business information, including but not limited to financial records, revenue reports, operating budgets, cost analyses, internal policies and procedures, employee handbooks, training materials, production schedules, call sheets, internal memoranda and communications, organizational charts, staffing models, and crew and talent scheduling data.
(b) Proprietary information, including but not limited to timekeeping and payroll system configurations, data extraction methodologies, system audit logs, data mapping documentation, custom report templates, and technical specifications relating to AMA's timekeeping and payroll systems, including those operated or maintained by NovaPay Solutions Inc.
(c) Personal information of current and former employees and putative class members, including but not limited to names, home addresses, telephone numbers, personal email addresses, compensation data (including hourly rates, salaries, overtime calculations, and bonus and commission structures), payroll records, employment history, job titles, hire and termination dates, performance evaluations, disciplinary records, and other information contained in personnel files.
(d) Any other information that the Designating Party in good faith believes to be confidential, non-public, and deserving of protection from unrestricted disclosure, provided the designation is consistent with the standards set forth in Section 2.3 of this Order.
2.2 HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. A Designating Party may designate discovery Material as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" if it in good faith believes the material constitutes or contains one or more of the following categories of information, the disclosure of which to unauthorized persons would cause substantial harm to the Designating Party or to a non-party whose interests are implicated:
(a) Trade secrets, as defined under California Civil Code § 3426.1(d), including but not limited to proprietary show format bibles, pilot sizzle reels, audience analytics models, content development strategies, proprietary algorithms and methodologies for content valuation, and other information that derives independent economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain its secrecy.
(b) Highly sensitive business information, including but not limited to revenue data and revenue projections, profit-and-loss analyses, revenue models (including, by way of example and not limitation, the "Summit Challenge" franchise revenue model and associated projections), talent deal terms and compensation structures, above-the-line and below-the-line production budgets, licensing fee schedules, advertiser rate information and advertising revenue data, network carriage fees, and international distribution terms.
(c) Highly sensitive competitive information, including but not limited to strategic business plans, market analyses, competitive assessments, potential acquisition targets, development slates, pilot pick-up analyses, pricing models, and information relating to pending negotiations with networks, studios, talent agencies, or other industry participants that has not been publicly disclosed.
(d) Particularly sensitive personal information, including but not limited to Social Security numbers, dates of birth, financial account numbers (including bank account numbers and routing numbers), tax identification numbers, medical information and records, immigration-related documentation, individual compensation records that could identify specific employees by name, and any other personal information the disclosure of which would create a significant risk of identity theft, financial harm, or invasion of privacy.
(e) Information produced by a non-party that the non-party has designated as requiring the highest level of protection, or that the Designating Party in good faith believes warrants AEO designation based on the sensitivity of the non-party's information and the potential harm that would result from its broader disclosure.
2.3 Standard for Designation. All designations under this Order must be made in good faith and on a reasonable basis. A party shall not designate discovery Material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY unless it has a reasonable, good-faith basis for believing that the material contains information warranting the protections associated with the applicable designation. The parties acknowledge that over-designation — that is, the designation of material that does not genuinely warrant confidential treatment — undermines the purposes of this Order and imposes unnecessary burdens on the litigation. Over-designation is discouraged and may, in appropriate circumstances, result in sanctions, the shifting of fees and costs, or other relief as the Court deems just. Each party has a continuing obligation to evaluate its designations and to re-designate or de-designate material as appropriate.
SECTION 3: PROCEDURES FOR DESIGNATING CONFIDENTIAL INFORMATION
3.1 Documents and ESI. Documents and ESI shall be designated by affixing the legend "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" on each page of a document (or, in the case of a multi-page document, on each page containing designated information). For ESI produced in native format, the designation shall be made by notation in the metadata, in a production slip sheet accompanying the native file, or in a designation log that identifies the applicable production Bates numbers or file names and the corresponding designation tier. The Designating Party shall use commercially reasonable efforts to ensure that the designation is clearly legible and conspicuously placed on each designated document or item.
If the Designating Party inadvertently fails to designate discovery Material at the time of production, the Designating Party may supplement the designation by written notice to all parties within fourteen (14) calendar days of discovering the omission. The written notice shall identify the specific documents or ESI at issue (by Bates number, file name, or other reasonable identifying information) and the designation tier being applied. Upon receipt of such notice, the Receiving Party shall treat the material as designated from that point forward and shall take reasonable steps to ensure that any copies previously distributed to persons not authorized to receive the designated material are retrieved or that such persons are advised of the designation and directed to comply with the applicable access restrictions.
3.2 Deposition Testimony. Testimony elicited at depositions in this Action may be designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by either of the following methods:
(a) On-the-Record Designation. Counsel for the Designating Party may state on the record during the deposition that specific testimony, or testimony expected to be elicited during a specific line of questioning, is CONFIDENTIAL or AEO. The court reporter shall mark the corresponding pages and lines of the transcript with the appropriate designation legend.
(b) Post-Deposition Designation. The Designating Party may provide written notice to all parties within twenty-one (21) calendar days after receipt of the final certified transcript, identifying the specific pages and lines of the transcript that are designated as CONFIDENTIAL or AEO. Such notice shall be provided to all parties simultaneously and shall identify the designated material with reasonable specificity.
Until the expiration of the twenty-one (21) calendar day designation period following receipt of the final certified transcript, all deposition transcripts and video recordings in this Action shall be treated as CONFIDENTIAL. After the expiration of the designation period, only those portions specifically designated shall continue to be subject to the protections of this Order.
3.3 Interrogatory Responses and Other Written discovery. Interrogatory responses, responses to requests for admission, and other written discovery responses may be designated by including the legend "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" on the face of the response document. The designation may apply to the response as a whole or to specific individual responses, provided that the Designating Party clearly identifies which portions are subject to the designation. Where only certain interrogatory responses within a set contain designated information, the Designating Party shall identify the specific interrogatory numbers that are subject to the designation.
3.4 Non-Party discovery Material. Non-parties who produce discovery Material pursuant to subpoena, court order, or agreement may designate such material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY in accordance with the procedures set forth in this Section 3. Alternatively, any party may designate non-party discovery Material on behalf of the non-party, provided the party has a good-faith basis for the designation and has communicated with the non-party regarding the basis for the designation or has reason to believe the non-party would request such protection. The parties specifically anticipate that NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and electronic timekeeping system provider, is a likely non-party producer in this Action, and that NovaPay's system configuration data, payroll calculation records, time punch data, rounding and grace period settings, and related audit logs may warrant designation under this Order. AMA shall have the right to designate NovaPay's discovery Material on NovaPay's behalf to the extent that such material contains AMA's proprietary or confidential information.
SECTION 4: ACCESS TO CONFIDENTIAL MATERIAL
Discovery Material designated as "CONFIDENTIAL" under this Order may be disclosed to and used only by the following Qualified Persons, subject to the terms and conditions of this Order:
4.1 Counsel. Counsel of record for any party in this Action, including partners, associates, of counsel attorneys, contract attorneys, staff attorneys, paralegals (including, by way of example, Sophia Meng, paralegal at Calderwood & Harkness LLP), legal secretaries, litigation support analysts, and other support staff employed by or working under the direction and supervision of Counsel, to the extent reasonably necessary for the prosecution or defense of this Action. Any such support personnel shall be advised of the existence and terms of this Order and directed to comply with its provisions.
4.2 In-House Counsel and Designated Party Representatives. In-house legal counsel and specifically designated officers, directors, or employees of the parties who have a need to know the information for purposes of this Action, including:
(a) For Defendant AMA: Gregory Tanaka, Vice President, Legal & Compliance; Lorraine Okafor, Senior Vice President, Human Resources; Jonathan Mercer, President; Celine Arroyo, Director of Production Operations; Karen Fong, Payroll Manager; and Dwayne Prescott, Vice President of Unscripted Programming. AMA may add or substitute designated personnel by written notice to Plaintiffs' Counsel, provided such personnel have a reasonable need to access the CONFIDENTIAL material for purposes of this Action.
(b) For Aurelius Global Media Group, Inc. ("AGMG"), AMA's parent company: Philippa Cartwright, General Counsel, Global; and Malcolm Dunmore, Chief Financial Officer — to the extent reasonably necessary for oversight of this litigation and for corporate governance and reporting obligations relating to this Action. Access by AGMG personnel shall be limited to CONFIDENTIAL material and shall not extend to AEO material unless separately authorized.
(c) For Plaintiffs: Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla — to the extent reasonably necessary for the prosecution of their individual claims and the fulfillment of their obligations as class representatives, including review and approval of discovery responses, class certification declarations, and settlement terms.
4.3 Experts. Any Expert retained or specially employed by a party or its Counsel in connection with this Action, provided that before any CONFIDENTIAL material is disclosed to an Expert, the Expert shall execute the Acknowledgment and Agreement form attached hereto as Exhibit A to this Order. Counsel disclosing CONFIDENTIAL material to an Expert shall maintain a copy of the executed Exhibit A and shall make it available to the Designating Party upon request.
4.4 Court and Court Staff. The Court (the Honorable Raymond Escobedo, Department 34, Los Angeles Superior Court — Central District) and any court reporter, court clerk, judicial assistant, or other court personnel, in connection with proceedings in this Action. Discovery Material designated as CONFIDENTIAL that is submitted to the Court shall be handled in accordance with the procedures set forth in Section 8 of this Order.
4.5 Mediator. Any mediator retained by the parties for mediation of this Action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., and any mediation support staff employed by or working under the direction of the mediator, in connection with mediation proceedings. Any mediator and mediation support staff receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order and shall treat the material in accordance with this Order and the applicable mediation confidentiality provisions of California Evidence Code §§ 1115-1129.
4.6 E-discovery and Litigation Support Vendors. Vendors providing e-discovery, litigation support, document management, document review, data hosting, data processing, copying, imaging, or similar services in connection with this Action, including Marlowe Asset Management Litigation Technology Inc. (600 Anton Boulevard, Suite 900, Costa Mesa, California 92626), and their employees, contractors, and agents who require access to discovery Material to perform their contracted services. Such vendors shall be bound by the terms of this Order by virtue of their engagement by Counsel. Counsel engaging a vendor shall advise the vendor of the existence and terms of this Order and shall direct the vendor to comply with its provisions.
4.7 Claims Administrator. Any claims administrator retained in connection with class settlement proceedings in this Action, including Meridian Settlement Services LLC (Angela Truong, Account Manager, 1600 East Fourth Street, Suite 240, Santa Ana, California 92701), and the claims administrator's employees, contractors, and agents who require access to CONFIDENTIAL material to the extent reasonably necessary for settlement administration, class member notification, claims processing, and distribution of settlement proceeds. Any claims administrator receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order.
4.8 Deponents and Witnesses. Any deponent or witness in this Action, but only to the extent reasonably necessary for examination or testimony during a deposition, hearing, or trial proceeding, and only during the deposition, hearing, or trial proceeding itself. Deponents and witnesses shall not retain copies of CONFIDENTIAL material shown to them during examination. Counsel presenting CONFIDENTIAL material to a deponent or witness shall use reasonable efforts to limit disclosure to those portions of the material that are relevant to the examination.
4.9 Insurance Representatives. Representatives, claims adjusters, claims managers, and coverage counsel of AMA's applicable insurance carriers, and AMA's insurance broker, to the extent reasonably necessary for insurance coverage evaluation, defense coordination, reserve setting, and settlement authorization, including representatives of the following:
(a) Pemberton Mutual Assurance Co. (Employment Practices Liability Policy No. PMA-EPL-2022-00837);
(b) Redcliffe Specialty Insurance Ltd. (Directors & Officers Liability Policy No. RSI-DO-2022-04419);
(c) Ashford Re Ltd. (Excess Liability Policy No. ARL-EX-2022-01102); and
(d) Kestrel Risk Advisors Ltd. (AMA's insurance broker; contact: Samuel Okonkwo, Senior Vice President), to the extent reasonably necessary for broker coordination and communication with the foregoing carriers.
Insurance representatives receiving CONFIDENTIAL material shall be advised of the existence and terms of this Order and shall treat the material in accordance with this Order. Nothing in this Order shall be construed to alter or affect the rights and obligations of AMA or its insurers under any applicable insurance policy.
SECTION 5: ACCESS TO HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY MATERIAL
Discovery Material designated as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" under this Order may be disclosed to and used only by the following Qualified Persons. The access restrictions in this Section 5 are more restrictive than those in Section 4 and reflect the heightened sensitivity of AEO material.
5.1 Outside Counsel Only. Outside Counsel of record for any party in this Action — that is, attorneys, paralegals, legal secretaries, litigation support analysts, and other support staff at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP — to the extent reasonably necessary for the prosecution or defense of this Action. For the avoidance of doubt, AEO material shall NOT be disclosed to in-house counsel, party representatives, officers, directors, or employees of any party, including those identified in Section 4.2, unless specifically authorized in writing by the Designating Party or by order of the Court upon a showing of good cause. This restriction is intended to ensure that the most competitively sensitive and privacy-sensitive material is limited to outside litigation counsel who do not have business or operational roles with the parties.
5.2 Experts. Any Expert retained or specially employed by a party or its Counsel in connection with this Action, subject to execution of the Acknowledgment and Agreement form attached hereto as Exhibit A. Before disclosing AEO material to an Expert, Counsel for the Receiving Party shall provide the Designating Party with written notice identifying the Expert by name, organizational affiliation, and a general description of the Expert's anticipated role in this Action, at least seven (7) calendar days prior to the initial disclosure. The Designating Party may object to the disclosure of AEO material to a specific Expert within seven (7) calendar days of receiving such notice, and the parties shall meet and confer in good faith regarding any such objection. If the dispute cannot be resolved, the matter may be submitted to the Court for resolution.
5.3 Court and Court Staff. The Court and court personnel, as provided in Section 4.4. Discovery Material designated as AEO that is submitted to the Court shall be handled in accordance with the procedures set forth in Section 8 of this Order.
5.4 E-discovery and Litigation Support Vendors. E-discovery and litigation support vendors and their personnel, as provided in Section 4.6.
5.5 Exception — Named Plaintiffs. Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla shall NOT have access to discovery Material designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY unless the Designating Party consents in writing or the Court orders otherwise upon a showing of good cause by the Plaintiffs. This restriction is intended to prevent the disclosure of AMA's most competitively sensitive business information and trade secrets to individuals who may be current or former employees of AMA or its competitors in the entertainment industry.
5.6 Exception — AMA In-House Personnel. AMA's in-house legal and business personnel (including, without limitation, Gregory Tanaka, Lorraine Okafor, Jonathan Mercer, Celine Arroyo, Karen Fong, Dwayne Prescott, and any other AMA employee or officer) shall NOT have access to AEO material designated by Plaintiffs, and Plaintiffs' named representatives (Fuentes, Halloran, and Padilla) shall NOT have access to AEO material designated by AMA, unless in either case the Designating Party consents in writing or the Court orders otherwise upon a showing of good cause. This reciprocal restriction is intended to ensure that each side's most sensitive information is protected from disclosure to adverse parties.
5.7 Exception — Deponents. A deponent may be shown AEO material during a deposition to the extent reasonably necessary for examination, provided that:
(a) The deposition, or the relevant portion thereof, is conducted under the protections of this Order, and Counsel for the Designating Party is present or has been given reasonable notice of the intent to use the AEO material;
(b) The deponent does not retain copies of the AEO material, and any copies provided to the deponent during the examination are retrieved at the conclusion of the relevant examination;
(c) The court reporter is instructed on the record to designate the relevant transcript pages as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY; and
(d) If the deposition is videotaped, the videographer is instructed on the record that the corresponding portions of the video recording shall be treated as AEO material and handled in accordance with this Order.
SECTION 6: USE OF CONFIDENTIAL INFORMATION
6.1 Permitted Use. discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order shall be used solely for the purpose of prosecuting or defending this Action, including any motion, hearing, trial, appeal, enforcement proceeding, or post-judgment proceeding arising from this Action, and for no other purpose whatsoever. Without limiting the generality of the foregoing, discovery Material designated under this Order shall not be used for:
(a) Any business, commercial, competitive, or marketing purpose, including the development of competing products or services, the solicitation of AMA's employees, talent, advertisers, or business partners, or the evaluation of business opportunities;
(b) Any other litigation, arbitration, administrative proceeding, or regulatory investigation (except as expressly provided in Section 6.2 below);
(c) Any public disclosure, press release, publication, social media posting, blog post, or dissemination of any kind, whether to the media, to industry participants, to other employees, or to any other third party not authorized to receive the material under this Order; or
(d) Any purpose that is not directly and reasonably related to the prosecution or defense of this Action.
6.2 Use in Related Proceedings. The parties acknowledge that there may be proceedings related to this Action in which discovery Material designated under this Order may be relevant. If any party seeks to use discovery Material designated under this Order in a related proceeding — including, by way of example, Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned to the Honorable Catherine Villanueva, Department 52 — the party must first obtain the Designating Party's written consent or, failing consent, a court order authorizing the cross-use of the material. The parties anticipate that certain discovery in this Action, particularly relating to AMA's timekeeping practices, meal and rest period policies, wage statement formats, and payroll procedures, may be relevant to both this Action and the Aldrich individual action. The parties agree to cooperate in good faith regarding the cross-use of designated materials in related proceedings, and to seek to minimize the burden and expense associated with duplicative discovery while maintaining appropriate confidentiality protections.
6.3 No Waiver of Privilege. The production or disclosure of discovery Material subject to this Order does not constitute a waiver of any applicable privilege, including the attorney-client privilege, the work product doctrine, the common interest privilege, the joint defense privilege, or any other applicable privilege, immunity, or protection recognized under California law, federal law, or the law of any other jurisdiction. The parties reserve all rights to assert any applicable privilege or protection with respect to any discovery Material produced in this Action.
SECTION 7: CHALLENGING DESIGNATIONS
7.1 Good Faith Meet and Confer. A party that believes discovery Material has been improperly designated — that is, that the designation is not supported by a good-faith basis, that the material does not fall within the categories described in Section 2.1 or 2.2 (as applicable), or that the material has been over-designated (e.g., designated as AEO when CONFIDENTIAL is the appropriate tier) — may challenge the designation by providing written notice to the Designating Party. The written notice shall identify the specific discovery Material at issue (by Bates number, exhibit number, transcript page and line, or other reasonable identifying information) and shall state the basis for the challenge with reasonable specificity. The parties shall meet and confer in good faith to attempt to resolve the dispute without court intervention, consistent with the requirements of Code of Civil Procedure § 2016.040.
7.2 Response. The Designating Party shall respond in writing to a designation challenge within fourteen (14) calendar days after receipt of the written notice of challenge. In its response, the Designating Party shall either: (a) agree to re-designate the material at a lower tier or to de-designate the material entirely, and promptly provide written confirmation of the re-designation or de-designation to all parties; or (b) provide a written explanation setting forth the good-faith basis for maintaining the existing designation.
7.3 Court Resolution. If the parties are unable to resolve the designation dispute after good-faith meet and confer efforts as required by Sections 7.1 and 7.2, the Challenging Party may file a motion with the Court seeking to modify, downgrade, or remove the designation. The Designating Party shall bear the burden of establishing, by a preponderance of the evidence, that the designation is proper and that the discovery Material at issue falls within one or more of the categories described in Section 2.1 or 2.2 (as applicable). The Court may, in its discretion, award attorneys' fees and costs to the prevailing party on any designation challenge motion, particularly where the Court finds that the Designating Party engaged in a pattern of over-designation or that the Challenging Party's challenge was frivolous.
7.4 Interim Treatment. Pending resolution of any challenge to a designation, whether by agreement of the parties or by Court order, the disputed discovery Material shall continue to be treated under the existing designation. All parties and Qualified Persons shall continue to comply with the access and use restrictions applicable to the existing designation until the challenge is resolved.
SECTION 8: FILING UNDER SEAL
8.1 General Prohibition on Public Filing. No party shall file discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order in the public record without first complying with the procedures set forth in this Section 8 and with California Rules of Court, Rules 2.550 and 2.551, governing sealed records. The parties acknowledge the strong presumption of public access to court records under California law and agree that motions to seal should be narrowly tailored to protect only genuinely confidential information.
8.2 Procedure for Filing Under Seal. If a party seeks to file discovery Material designated under this Order with the Court in connection with any motion, opposition, reply, trial brief, or other filing, the party must comply with the following procedures:
(a) Lodge Conditionally Under Seal. The party shall lodge the designated material conditionally under seal with the Clerk of the Court in a sealed envelope or secure electronic filing, in accordance with California Rules of Court, Rule 2.551(b).
(b) File Motion to Seal. The party shall file a motion or application to seal the record, supported by a declaration or declarations establishing that: (i) there exists an overriding interest that overcomes the right of public access to the record; (ii) the overriding interest supports sealing the record; (iii) a substantial probability exists that the overriding interest will be prejudiced if the record is not sealed; (iv) the proposed sealing is narrowly tailored; and (v) no less restrictive means exist to achieve the overriding interest, as required by California Rules of Court, Rule 2.550(d).
(c) Serve Notice. The party shall serve notice of the motion to seal on all parties in accordance with the applicable rules of service.
8.3 Designating Party Cooperation. The Designating Party shall cooperate with the filing party in support of any motion to seal by providing declarations, evidence, or other materials necessary to establish the grounds for sealing, if requested by the filing party. If the Designating Party fails to provide such cooperation within a reasonable time after request, the filing party may file the designated material in the public record, with notice to the Designating Party and a reasonable opportunity (not less than five (5) court days) to seek a sealing order on its own initiative.
8.4 Redacted Versions. When feasible, the filing party shall file a redacted version of the document in the public record, with only the specifically designated material redacted, in addition to the complete unredacted version lodged under seal. Redactions shall be narrowly tailored to protect only the genuinely confidential information and shall not obscure non-confidential portions of the document.
SECTION 9: HANDLING OF CONFIDENTIAL INFORMATION AT DEPOSITIONS
9.1 Attendance Restrictions. If a deponent is asked questions that are likely to elicit testimony involving AEO material, Counsel for the Designating Party may request on the record that all persons not authorized to receive AEO material under Section 5 of this Order — including, without limitation, party representatives, in-house counsel, and named Plaintiffs — leave the deposition room for the relevant portion of the examination. The request shall be made on the record and shall identify the specific AEO designation that applies. Counsel for the examining party may object to the request on the record, and the parties shall confer in good faith to resolve any dispute. If the dispute cannot be resolved, the parties may seek a ruling from the Court by telephone or other expedited means.
9.2 Transcript Designation. Deposition transcripts containing designated material shall be marked by the court reporter with the appropriate designation legend — "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" — on each page containing designated testimony. The court reporter shall produce separate designated and non-designated portions of the transcript, or shall clearly mark the designated portions within the full transcript, as directed by Counsel. All copies of designated transcript pages shall be handled in accordance with the terms of this Order.
9.3 Exhibits. Deposition exhibits that have been designated under this Order shall be handled in accordance with the applicable designation. If a document designated as CONFIDENTIAL or AEO is used as a deposition exhibit, the Designating Party's designation shall be noted on the exhibit, and the exhibit shall be handled by the court reporter and all parties in accordance with this Order. The court reporter shall maintain designated exhibits separately from non-designated exhibits and shall limit access to designated exhibits to Qualified Persons.
9.4 Videotaped Depositions. Portions of videotaped depositions containing designated material shall be treated with the same protections as the corresponding transcript pages. The videographer shall be instructed on the record regarding the designation and shall maintain designated video segments separately or shall mark the video recording to indicate which portions contain designated material. The parties shall cooperate in creating redacted versions of video recordings for use in court proceedings, to the extent necessary to protect designated material while permitting the use of non-designated portions.
SECTION 10: INADVERTENT PRODUCTION / CLAWBACK
10.1 Inadvertent Disclosure of Privileged Material. If a Producing Party inadvertently produces discovery Material that is protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege, immunity, or protection, the inadvertent production shall not constitute a waiver of the privilege, provided the Producing Party gives prompt written notice of the inadvertent production to all Receiving Parties. The written notice shall identify the inadvertently produced material with reasonable specificity (by Bates number, document description, or other identifying information) and shall state the basis for the privilege claim. The Producing Party's obligation to provide "prompt" notice requires that notice be given within a reasonable time after the Producing Party discovers or reasonably should have discovered the inadvertent production.
10.2 Return or Sequestration. Upon receipt of notice of inadvertent production of privileged material, each Receiving Party shall:
(a) Promptly return, sequester, or destroy all copies of the inadvertently produced material, including any copies, excerpts, summaries, notes, or compilations that incorporate or reflect the substance of the privileged material, and confirm compliance in writing to the Producing Party within ten (10) calendar days;
(b) Not use the inadvertently produced material for any purpose pending resolution of the privilege claim, including in any motion, brief, deposition, or other proceeding;
(c) Not disclose the inadvertently produced material to any person not already in possession of it, and shall take reasonable steps to ensure that any persons to whom the material has already been disclosed are notified of the clawback and directed to comply with this Section; and
(d) If the Receiving Party has included any reference to the substance of the inadvertently produced material in any filing or submission, promptly notify the Court and seek appropriate relief.
10.3 Consistency with Evidence Code. This Section 10 is intended to be consistent with the protections afforded by California Evidence Code § 912 (which provides that disclosure of privileged information does not constitute a waiver where the disclosure was made without the holder's consent and was the result of an inadvertent disclosure) and with the protections afforded by Federal Rule of Evidence 502(d) (to the extent applicable in state court by analogy, stipulation, or otherwise). The inadvertent production of privileged material in this Action shall not operate as a waiver of the privilege in this Action or in any other federal or state proceeding. The parties intend that this Order shall have the broadest possible preclusive effect with respect to waiver, consistent with applicable law.
10.4 Challenge. If the Receiving Party disputes the Producing Party's privilege claim with respect to inadvertently produced material, the parties shall meet and confer in good faith to attempt to resolve the dispute. If the dispute cannot be resolved through meet and confer, the Receiving Party may move the Court for a determination of whether the material is protected by the asserted privilege. Pending the Court's ruling, the inadvertently produced material shall remain sequestered and shall not be used for any purpose. The Producing Party shall bear the burden of establishing that the asserted privilege applies to the material at issue.
SECTION 11: NON-PARTY OBLIGATIONS
11.1 Non-Party Producers. Any non-party that produces discovery Material in this Action — whether in response to a subpoena, a court order, or an informal agreement — shall be entitled to the protections of this Order. Non-parties may designate their own produced material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY in accordance with the procedures set forth in Section 3 of this Order. Without limiting the generality of the foregoing, the parties specifically recognize that NovaPay Solutions Inc. (Marcus Yee, Director of Client Data Services, 2200 Powell Street, Suite 600, Emeryville, California 94608) may produce discovery Material in this Action relating to AMA's timekeeping and payroll systems, and that such material may contain proprietary system configuration data, technical specifications, and employee data that warrants protection under this Order.
11.2 Subpoena Compliance. Any subpoena issued to a non-party in this Action shall attach a copy of this Protective Order and shall advise the non-party, in the body of the subpoena or in an accompanying cover letter, of the non-party's right to designate produced material as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under the terms of this Order. The issuing party shall use reasonable efforts to provide the non-party with a reasonable opportunity to review and designate its produced material prior to the material being disclosed to any other party.
SECTION 12: EXPERT WITNESS OBLIGATIONS
12.1 Acknowledgment and Agreement. Before any Expert is given access to discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Order, the Expert shall execute an Acknowledgment and Agreement in the form attached hereto as Exhibit A, agreeing to be bound by the terms of this Order. Counsel retaining the Expert shall maintain the executed original of the Acknowledgment and Agreement form and shall provide a copy to any Designating Party upon request.
12.2 Return of Materials. Upon conclusion of the Expert's engagement in connection with this Action, or upon written request by the Designating Party at any time, the Expert shall promptly return to Counsel or certify in writing the destruction of all discovery Material designated under this Order that is in the Expert's possession, custody, or control, including all copies, notes, summaries, analyses, and work product that incorporate or reflect the substance of the designated material. Notwithstanding the foregoing, an Expert may retain a copy of his or her own expert report or declaration, subject to the continuing confidentiality obligations of this Order.
SECTION 13: RETURN OR DESTRUCTION OF MATERIALS AT CONCLUSION OF LITIGATION
13.1 Obligation. Within sixty (60) calendar days after the final resolution of this Action — including the exhaustion or expiration of all appeal rights, the final distribution of any class settlement fund, the final resolution of any claims administration process, and the final disposition of any post-judgment proceedings — each Receiving Party shall, at the option of the Designating Party:
(a) Return all discovery Material designated under this Order to the Designating Party, including all copies, duplicates, excerpts, summaries, abstracts, compilations, notes, and any other forms or derivatives of the designated material, together with a written certification that the return is complete; or
(b) Certify in writing to the Designating Party the destruction of all such material, including a description of the method of destruction used and a statement that the destruction is complete.
The Designating Party shall notify the Receiving Party of its election (return or destruction) within thirty (30) calendar days after the final resolution of this Action. If the Designating Party fails to make an election within such period, the Receiving Party may, at its option, either return or destroy the designated material.
13.2 Exceptions. Notwithstanding the obligations set forth in Section 13.1:
(a) Archival Copy. Counsel for each party may retain one (1) complete archival copy of all designated discovery Material in a secure, restricted-access location (whether in physical or electronic form), solely for the purpose of establishing compliance with this Order, for use in any dispute arising from this Action or this Order, or for professional responsibility and malpractice defense purposes. The archival copy shall remain subject to the confidentiality obligations of this Order.
(b) Work Product. Counsel's work product — including attorney notes, memoranda, legal analyses, briefs, draft and final expert reports, and internal communications — that incorporates or reflects the substance of designated discovery Material need not be returned or destroyed, but shall remain subject to the confidentiality obligations of this Order in perpetuity.
(c) Backup Systems. ESI that resides on backup tapes, disaster recovery systems, or other archival storage media that are not reasonably accessible in the ordinary course of business need not be affirmatively deleted, provided the Receiving Party takes reasonable steps to prevent unauthorized access to such material and does not affirmatively restore or access such backup media for the purpose of retrieving designated material.
13.3 Survival. The confidentiality obligations imposed by this Order, including the restrictions on use and disclosure set forth herein, shall survive the conclusion of this Action and shall remain in full force and effect indefinitely unless modified or dissolved by order of the Court or by written agreement of all parties. Any person who has received designated material and who is bound by this Order shall continue to be bound by its terms after the conclusion of this Action.
SECTION 14: ENFORCEMENT AND REMEDIES
14.1 Court Jurisdiction. The Superior Court of the State of California, County of Los Angeles — Central District, shall retain jurisdiction to enforce the terms of this Order, including after the conclusion of this Action. Any party, non-party, or other person bound by this Order may seek enforcement by motion or other appropriate application to the Court.
14.2 Remedies for Breach. In the event of a breach or threatened breach of this Order, the Designating Party or any other aggrieved party shall be entitled to seek all available remedies, including but not limited to:
(a) Injunctive relief, including temporary restraining orders and preliminary injunctions, to prevent further disclosure or use of designated material in violation of this Order;
(b) Contempt proceedings under Code of Civil Procedure § 1209 et seq.;
(c) Monetary sanctions under Code of Civil Procedure § 177.5 or any other applicable statutory or inherent authority of the Court;
(d) Attorneys' fees and costs incurred in enforcing this Order, including fees and costs associated with any motion to enforce, any contempt proceeding, and any other enforcement action;
(e) Evidentiary sanctions, issue sanctions, or terminating sanctions, as the Court may deem appropriate under the circumstances; and
(f) Any other remedies available at law or in equity, including damages for any harm caused by the breach.
The remedies set forth in this Section are cumulative and are not exclusive of any other remedies available to the aggrieved party.
14.3 Notice of Breach. Any party or person bound by this Order who becomes aware of a breach or suspected breach of this Order — including any unauthorized disclosure, use, or access — shall promptly notify the Designating Party and all Counsel of record in this Action, and shall take reasonable steps to mitigate the effects of the breach, including by seeking to retrieve any designated material that has been improperly disclosed and by advising any unauthorized recipient of the material's confidential status and the obligation to return or destroy it.
SECTION 15: MODIFICATION
15.1 Stipulated Modification. This Order may be modified by written stipulation of all parties, subject to approval by the Court. Any stipulated modification shall be filed with the Court and shall not become effective until the Court enters an order approving the modification.
15.2 Court Modification. Any party may move the Court to modify this Order for good cause shown. The Court retains full authority to modify, amend, supplement, or vacate this Order at any time upon motion of a party or on the Court's own initiative, as justice requires.
SECTION 16: MISCELLANEOUS
16.1 No Waiver by Failure to Designate. The failure of a Designating Party to designate discovery Material at the time of production shall not constitute a waiver of the right to designate such material subsequently, as provided in Section 3.1 of this Order. No party shall be deemed to have waived its right to seek protection for any discovery Material by reason of any delay in designation, provided the delayed designation is made in accordance with the procedures set forth in this Order.
16.2 No Prejudice. Compliance with this Order — including the designation of discovery Material, the acceptance of a designation without challenge, or the production of material subject to a designation — shall not be deemed an admission by any party that any particular discovery Material is or is not confidential, proprietary, a trade secret, or otherwise entitled to protection. Nor shall compliance with this Order be deemed a concession regarding the admissibility, relevance, or authenticity of any discovery Material.
16.3 Applicability to Future Parties. If any additional parties are joined in this Action, whether by amendment, intervention, consolidation, or otherwise, such parties shall be bound by the terms of this Order upon receipt of notice of its existence and a copy of this Order. Counsel for the party seeking joinder or consolidation shall serve a copy of this Order upon any newly joined party and its counsel.
16.4 Interaction with Other Orders. This Order is without prejudice to any party's right to seek additional, different, or more restrictive protections for specific discovery Material by motion to the Court or by stipulation of the parties. Nothing in this Order shall be construed to limit the Court's authority to enter additional protective orders or other orders governing the handling of discovery Material in this Action.
STIPULATION AND AGREEMENT OF THE PARTIES
The undersigned counsel, being duly authorized to act on behalf of their respective clients, hereby stipulate and agree to the entry of the foregoing Stipulated Protective Order Governing Confidential Information, and respectfully request that the Court approve and enter this Order.
STIPULATED AND AGREED:
FOR PLAINTIFFS:
CASTELLANO BYRNE & SALAS LLP
By: ________
Marco Castellano (SBN 198422) 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4200 Facsimile: (310) 555-4201
Email: mcastellano@inlawlaw.com
Attorneys for Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla
VELTRANO EMPLOYMENT LAW GROUP PC
By: ________
Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7800 Facsimile: (213) 555-7801
Email: shiguera@ridgemontlaw.com
Attorneys for Plaintiffs (PAGA Claims)
FOR DEFENDANT:
CALDERWOOD & HARKNESS LLP
By: ________
Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-3400 Facsimile: (213) 555-3401
Email: darcher@calderwoodharkness.com
Attorneys for Defendant Aurelius Media Americas Inc.
ORDER
Good cause appearing from the Stipulation of the parties and the declarations and representations of counsel, and the Court being fully advised in the premises:
IT IS HEREBY ORDERED that the foregoing Stipulated Protective Order Governing Confidential Information is approved and entered as an Order of this Court, effective as of the date set forth below.
All parties to this Action, their Counsel, and all persons who receive discovery Material designated under this Order shall be bound by its terms. Any violation of this Order may result in contempt proceedings, sanctions, or other remedies as provided herein and under applicable law.
The Clerk is directed to file this Order and to serve notice of entry upon all parties.
Dated: February 15, 2023
________________________________________
HON. RAYMOND ESCOBEDO Judge of the Superior Court Department 34
EXHIBIT A
ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND BY STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION
Fuentes et al. v. Aurelius Media Americas Inc. Lead Case No. 22STCV38214 (Consolidated with Case No. 22STCV39501) Superior Court of the State of California, County of Los Angeles — Central District Assigned to Hon. Raymond Escobedo, Dept. 34
I, _________ (Print Full Name), declare under penalty of perjury under the laws of the State of California as follows:
1. My address is ________, and I am employed by and/or retained by ________ (name of organization, firm, or entity).
2. My role in connection with the above-captioned Action is: _________ (e.g., expert witness, consulting expert, litigation support vendor, claims administrator, etc.).
3. I have received and carefully read a complete copy of the Stipulated Protective Order Governing Confidential Information entered by the Court in this Action on February 15, 2023 (the "Protective Order").
4. I understand the terms and obligations imposed by the Protective Order, including the restrictions on access to, use of, and disclosure of discovery Material designated as CONFIDENTIAL and HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY.
5. I agree to be fully bound by the terms and conditions of the Protective Order as if I were a signatory thereto. I understand that any violation of the Protective Order may subject me to sanctions, contempt proceedings, and other remedies as set forth in the Protective Order and under applicable law.
6. I will not disclose any discovery Material designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY to any person who is not authorized to receive such material under the terms of the Protective Order. I will take reas

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT

STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

PREAMBLE AND RECITALS

SECTION 1: DEFINITIONS

SECTION 3: PROCEDURES FOR DESIGNATING CONFIDENTIAL INFORMATION

SECTION 4: ACCESS TO CONFIDENTIAL MATERIAL

SECTION 6: USE OF CONFIDENTIAL INFORMATION

SECTION 7: CHALLENGING DESIGNATIONS

SECTION 8: FILING UNDER SEAL

SECTION 9: HANDLING OF CONFIDENTIAL INFORMATION AT DEPOSITIONS

SECTION 10: INADVERTENT PRODUCTION / CLAWBACK

SECTION 11: NON-PARTY OBLIGATIONS

SECTION 12: EXPERT WITNESS OBLIGATIONS

SECTION 13: RETURN OR DESTRUCTION OF MATERIALS AT CONCLUSION OF LITIGATION

SECTION 14: ENFORCEMENT AND REMEDIES

SECTION 15: MODIFICATION

SECTION 16: MISCELLANEOUS

STIPULATION AND AGREEMENT OF THE PARTIES

STIPULATED AND AGREED:

FOR PLAINTIFFS:

CASTELLANO BYRNE & SALAS LLP

VELTRANO EMPLOYMENT LAW GROUP PC

FOR DEFENDANT:

CALDERWOOD & HARKNESS LLP

EXHIBIT A

Record

Parties

Dates

Amounts