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

STIPULATION RE: PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

I. PREAMBLE / PARTIES TO THE STIPULATION

The undersigned parties, by and through their respective counsel of record, hereby stipulate and agree as follows regarding the entry of a protective order governing confidential information in this consolidated action:

Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla ("Plaintiffs"), by and through their counsel of record, Castellano Byrne & Salas LLP (Marco Castellano, State Bar No. 198422; Diane Salas), 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025, telephone (310) 555-4800, facsimile (310) 555-4801;

Plaintiffs (PAGA Co-Counsel), by and through Veltrano Employment Law Group PC (Sandra Higuera, State Bar No. 217893), 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, telephone (213) 555-7120, facsimile (213) 555-7121, serving as co-counsel for Plaintiffs with respect to the representative claims brought under the Private Attorneys General Act of 2004, California Labor Code §§ 2698 et seq. ("PAGA");

Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, by and through its counsel of record, Calderwood & Harkness LLP (Renata Vasquez, State Bar No. 224578; Devon Archer, State Bar No. 301462), 777 South Flower Street, Suite 4200, Los Angeles, California 90017, telephone (213) 555-9600, facsimile (213) 555-9601.

Collectively, Plaintiffs and Defendant are referred to herein as the "Parties." The Parties hereby enter into this Stipulation Re: Protective Order Governing Confidential Information (the "Stipulation") and respectfully request that the Court enter the attached [Proposed] Protective Order incorporating and effectuating the terms set forth herein.

II. RECITALS AND BACKGROUND

A. The Parties anticipate producing and exchanging substantial volumes of documents, testimony, electronically stored information ("ESI"), and other materials in the course of fact and expert discovery in this consolidated wage-and-hour class action and related PAGA representative claims. Discovery in this matter is expected to be extensive, encompassing multiple categories of business records, employment records, communications, and financial data spanning a class period of approximately four years.

B. The Parties recognize and acknowledge that certain documents and information to be produced during discovery contain confidential, proprietary, and/or trade secret business information of AMA, including but not limited to:

(i) Revenue data, including network and streaming platform license fee revenue, advertising revenue, international distribution revenue, and related financial performance metrics;

(ii) Talent agreement terms, including compensation structures, profit participation arrangements, and contractual provisions relating to above-the-line and below-the-line talent;

(iii) Show format details, including format bibles, show concepts, pilot materials, audience analytics, and content development strategies that constitute proprietary creative assets of AMA;

(iv) Production cost data, including per-episode budgets, line-item production expenses, post-production costs, and cost allocation methodologies;

(v) Internal business strategy documents, including strategic planning memoranda, competitive analyses, market positioning documents, and executive communications regarding business direction and growth initiatives; and

(vi) Other proprietary business information that AMA has maintained as confidential in the ordinary course of its business operations.

C. The Parties further recognize and acknowledge that certain documents and information to be produced during discovery contain confidential personal information of current and former employees of AMA and putative class members, including but not limited to:

(i) Social Security numbers and tax identification numbers;

(ii) Home addresses, personal telephone numbers, and personal email addresses;

(iii) Dates of birth;

(iv) Compensation data, including salary or hourly wage rates, bonus information, commission structures, and total compensation figures;

(v) Payroll records, including gross and net pay information, tax withholding data, deduction information, and direct deposit account information;

(vi) Personnel file information, including performance evaluations, disciplinary records, employment applications, and separation documentation; and

(vii) Other personally identifiable information the disclosure of which could result in harm to the individuals whose information is at issue.

D. The Parties further acknowledge that discovery in this action will involve substantial volumes of timekeeping and payroll data maintained by AMA and by AMA's third-party payroll and timekeeping vendor, NovaPay Solutions Inc., a company with its principal office located at 2200 Powell Street, Suite 600, Emeryville, California 94608 ("NovaPay"). The data maintained by NovaPay contains both business-confidential information belonging to AMA and personally identifiable information belonging to current and former AMA employees and putative class members. The Parties anticipate that subpoenas or other discovery requests will be directed to NovaPay and potentially to other third-party vendors in connection with this litigation.

E. The Parties believe and therefore aver that entry of a protective order is necessary and appropriate in this action in order to:

(i) Protect the legitimate confidentiality interests of the Parties and non-parties while permitting full, fair, and efficient discovery in this consolidated action;

(ii) Facilitate the prompt and orderly production of relevant documents and information without the need for unnecessary and time-consuming disputes over confidentiality that would otherwise delay the progress of discovery and increase the costs of litigation for all Parties;

(iii) Comply with applicable privacy laws and regulations, including but not limited to the California Constitution, Article I, Section 1 (right of privacy); the California Consumer Privacy Act, California Civil Code §§ 1798.100 et seq.; the California Information Practices Act, California Civil Code §§ 1798 et seq.; and any other applicable federal or state privacy statutes and regulations; and

(iv) Ensure that confidential and proprietary information produced in discovery is used solely for the purposes of this litigation and is not disseminated, published, or otherwise made available to persons who have no legitimate need for access to such information in connection with this action.

F. This Stipulation is consistent with and has been drafted with reference to the model protective order published by the Los Angeles Superior Court for use in complex litigation matters. The Parties have conferred in good faith regarding the terms of this Stipulation and have reached agreement on all material provisions.

G. This Stipulation is intended to govern and shall apply to information produced by the Parties as well as information produced by third parties pursuant to subpoena or other lawful process, including but not limited to data and records produced by NovaPay Solutions Inc. and any other vendors, service providers, or entities served with discovery requests in connection with this action.

H. The Parties expressly reserve the right to seek modification of this Stipulation and the resulting Protective Order upon a showing of good cause, whether to expand or restrict the protections afforded hereunder, and nothing in this Stipulation shall be construed to preclude any Party from seeking such relief from the Court at any time during the pendency of this action.

III. AGREEMENT AND STIPULATED TERMS

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the Parties stipulate and agree to the following terms and conditions:

A. Definitions. As used in this Stipulation and in any Protective Order entered by the Court incorporating these terms, the following terms shall have the meanings set forth below:

1. "Confidential Information." The term "Confidential Information" means any document, testimony, information, or thing designated as "CONFIDENTIAL" by the Producing Party in good faith and in accordance with the procedures set forth in Section C of this Stipulation. Confidential Information includes, but is not limited to, the following categories of material:

(a) AMA's business records, internal communications, policies, procedures, memoranda, manuals, handbooks, and training materials relating to wage-and-hour practices, timekeeping protocols, meal and rest break policies, production scheduling practices, employee classification decisions, and other employment-related matters at issue in this litigation;

(b) Payroll records, wage statements, time records, and compensation data of current and former employees of AMA, including but not limited to records maintained by NovaPay Solutions Inc. on behalf of AMA;

(c) Employee personnel files, performance evaluations, disciplinary records, employment applications, separation agreements, and related human resources documentation;

(d) Communications between AMA and its employees, managers, supervisors, and human resources personnel, including but not limited to emails, memoranda, instant messages, text messages, and other electronic or written communications relating to the subject matter of this litigation;

(e) discovery responses, deposition testimony, and documents produced by any Party or third party that the designating Party reasonably and in good faith believes to contain confidential business information or confidential personal information warranting protection from unrestricted disclosure; and

(f) Any other documents, materials, or information that the Producing Party reasonably and in good faith believes to contain confidential business or personal information, the unrestricted dissemination of which could cause competitive harm to a business entity or privacy harm to an individual.

2. "Highly Confidential — Attorneys' Eyes Only" Information. The term "Highly Confidential — Attorneys' Eyes Only" ("AEO") means any document, testimony, information, or thing designated as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" by the Producing Party in good faith and in accordance with the procedures set forth in Section C of this Stipulation. This designation is reserved for the most sensitive categories of information, the disclosure of which to persons beyond outside litigation counsel and qualified experts would create a substantial risk of serious competitive injury, privacy harm, or other significant prejudice. Highly Confidential — Attorneys' Eyes Only Information includes, but is not limited to, the following categories of material:

(a) Trade secrets, including but not limited to show format bibles, show concepts, pilot materials, audience analytics and research data, revenue models, content development materials, and other proprietary creative and strategic assets that derive independent economic value from not being generally known to the public or to AMA's competitors and that are the subject of efforts by AMA to maintain their secrecy, within the meaning of California Civil Code § 3426.1(d);

(b) Highly sensitive financial information, including but not limited to detailed revenue data, consolidated and segment-level profit-and-loss statements, per-episode production costs and budgets, network and streaming platform license fee terms, international distribution revenue and deal terms, advertising CPM (cost per mille) rates, sponsorship and branded content revenue data, and talent compensation structures, including above-the-line and below-the-line compensation, residuals, and profit participation arrangements;

(c) Particularly sensitive personal information, including but not limited to Social Security numbers, financial account numbers (including bank account and routing numbers), tax identification numbers, immigration status information, and medical or health-related information of current or former employees of AMA;

(d) Information relating to AMA's insurance coverage, including policy terms, coverage limits, deductible and self-insured retention amounts, coverage positions communicated by carriers, reservation of rights letters, and carrier communications, to the extent any such material is produced subject to any waiver of privilege or is otherwise discoverable;

(e) Internal audit reports, investigation memoranda, compliance review materials, and related documents reflecting AMA's internal assessment of its own employment practices, to the extent any such material is produced subject to any waiver of privilege or is otherwise discoverable; and

(f) Any other documents, materials, or information that the Producing Party reasonably and in good faith believes to require the heightened level of protection afforded by this designation due to the extraordinary sensitivity of the material and the substantial risk of harm that would result from its disclosure beyond the limited circle of authorized recipients specified in Section D.2 of this Stipulation.

3. "Producing Party." The term "Producing Party" means the Party or non-party that produces, discloses, or makes available Confidential Information or Highly Confidential — Attorneys' Eyes Only Information in connection with this action, whether through formal discovery, informal exchange, or otherwise.

4. "Receiving Party." The term "Receiving Party" means the Party or person that receives Confidential Information or Highly Confidential — Attorneys' Eyes Only Information from a Producing Party or from any other source in connection with this action.

5. "Designated Material." The term "Designated Material" means any document, testimony, information, or thing that has been designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Stipulation and the resulting Protective Order. The term includes the original material as well as any copies, reproductions, summaries, abstracts, excerpts, compilations, indices, notes, or other documents or things that contain, reflect, or disclose the substance of Designated Material.

6. "Counsel." The term "Counsel" means the attorneys of record for any Party to this action, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, secretaries, clerks, and other support staff employed by or working under the direction of such attorneys in connection with this litigation. For purposes of this Stipulation, Counsel includes attorneys and staff at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP.

7. "Expert." The term "Expert" means any expert witness, consulting expert, or consultant retained by a Party in connection with this litigation for the purpose of providing expert analysis, testimony, or consultation, including the expert's or consultant's staff, assistants, and any persons working under the expert's or consultant's direction in connection with this matter.

B. Scope of Protective Order

1. General Scope. This Stipulation and the resulting Protective Order shall apply to all documents, ESI, interrogatory responses, responses to requests for admission, responses to requests for production of documents, deposition testimony (whether oral or upon written questions), declarations, affidavits, and any other information or materials produced, disclosed, or generated in this action, regardless of the medium in which such information is maintained or produced.

2. Third-Party Productions. This Stipulation and the resulting Protective Order shall apply with equal force to information produced by non-parties in response to subpoenas duces tecum, deposition subpoenas, or other lawful discovery process issued in this action. Non-party productions subject to this Stipulation include, but are not limited to, productions by NovaPay Solutions Inc., Marlowe Asset Management Litigation Technology Inc. (600 Anton Boulevard, Suite 900, Costa Mesa, California 92626), and any other third party served with a subpoena or other discovery request in connection with this matter.

3. Exclusions. Notwithstanding any designation made under this Stipulation, the protections afforded by this Stipulation and the resulting Protective Order shall not apply to information that:

(a) Is or becomes publicly available through no fault of, and without any act or omission by, the Receiving Party, including information that is contained in publicly filed court documents, public records, published materials, or other sources generally available to the public;

(b) Was already in the lawful possession of the Receiving Party prior to its production in this litigation, without any obligation of confidentiality owed to the Producing Party or any other person or entity with respect to such information, as demonstrated by the Receiving Party's contemporaneous records; or

(c) Is obtained by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information and who did not obtain the information, directly or indirectly, from the Producing Party or any person bound by this Stipulation.

The Party asserting that any of the foregoing exclusions applies shall bear the burden of establishing the applicability of the exclusion.

C. Designation of Confidential Information

1. Method of Designation — Documents. The Producing Party shall designate documents as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by stamping, labeling, or otherwise marking each page of the document with the appropriate designation in a manner that is clearly legible and readily identifiable. For documents produced in hard copy, the designation shall appear on each page of the document. For ESI produced in electronic format, the designation shall be applied, as appropriate, to load file fields, objective coding fields, Bates-stamped images, metadata fields, or cover pages accompanying the production. In circumstances where the volume of production makes page-level designation impracticable, the Producing Party may designate an entire production set or production volume by means of a written notice identifying the specific documents or Bates ranges covered by the designation, provided that such notice is served concurrently with or prior to the production.

2. Method of Designation — Testimony. At depositions taken in this action, the designating Party or non-party may designate deposition testimony as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by making an oral statement on the record that specific portions of the testimony are subject to the protections of this Stipulation and the resulting Protective Order. The designating Party shall identify on the record, with reasonable specificity, the portions of testimony to be designated and the level of designation applicable to each such portion. Notwithstanding the foregoing, and in order to preserve the Parties' ability to make informed designation decisions upon review of the completed transcript, all deposition testimony in this action shall be treated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY for a period of thirty (30) calendar days after receipt by all Parties of the final certified transcript from the court reporter. During this thirty-day period, any Party or non-party deponent may serve written notice designating specific pages and line numbers of the transcript as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. After the expiration of the thirty-day period, any portion of the transcript that has not been designated shall be treated as non-confidential and shall not be subject to the protections of this Stipulation.

3. Method of Designation — Discovery Responses. The Producing Party may designate interrogatory responses, responses to requests for admission, and other written discovery responses as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by marking the face page or the relevant pages of the response with the appropriate designation. If a response incorporates or references Designated Material produced by another Party or non-party, the response shall bear a designation at least equal to the highest level of designation assigned to the underlying material.

4. Good Faith Requirement. All designations under this Stipulation must be made in good faith and must be reasonably limited to information that the designating Party or non-party genuinely and reasonably believes qualifies for protection under the applicable standard. The Parties acknowledge that mass designations, blanket designations, or designations applied indiscriminately to entire categories of documents without individualized consideration are disfavored and may be subject to challenge under Section F of this Stipulation. The Parties further acknowledge that overdesignation imposes an unnecessary burden on the litigation process and undermines the purpose of this Stipulation.

D. Permitted Use and Disclosure

1. CONFIDENTIAL Information — Permitted Recipients. Information designated as CONFIDENTIAL may be disclosed only to the following persons and entities:

(a) Counsel of record for any Party, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, secretaries, clerks, and other support staff employed by or working under the direction of Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP, in each case only to the extent that such person has a need to access the information in connection with this litigation;

(b) In-house counsel for AMA: Gregory Tanaka, Vice President, Legal & Compliance, and any in-house attorney employed by AMA and working under Mr. Tanaka's direction, to the extent necessary for purposes of this litigation. In-house counsel receiving Designated Material shall not disclose such material to any other AMA employee or officer except as expressly permitted by this Stipulation;

(c) In-house counsel for Aurelius Global Media Group, Inc. ("AGMG"), AMA's parent company: Philippa Cartwright, General Counsel, to the extent necessary for oversight of this litigation on behalf of AGMG and its subsidiaries. Ms. Cartwright shall not disclose Designated Material to any other AGMG employee or officer except as expressly permitted by this Stipulation;

(d) Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, but only to the extent reasonably necessary for the prosecution of their individual and representative claims and for meaningful consultation with their counsel regarding the merits, strategy, and resolution of this action. Named Plaintiffs shall not retain copies of Designated Material and shall review such material only in the presence of or under the supervision of Plaintiffs' Counsel;

(e) Experts and consultants retained by any Party in connection with this litigation, provided that each such expert or consultant has first executed the Expert/Consultant Acknowledgment Form attached hereto as Exhibit A to the Proposed Protective Order, and provided that the retaining Party provides written notice to opposing counsel identifying the expert or consultant at least five (5) business days before disclosing Designated Material, unless the Parties agree otherwise;

(f) The Court and court personnel, including the Honorable Raymond Escobedo, judicial assistants, law clerks, and court staff, in connection with motions, hearings, trial, or any other proceedings in this action;

(g) Court reporters and videographers retained to record depositions, hearings, or other proceedings in this action;

(h) Mediators retained for mediation sessions in this action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067, and any other mediator agreed upon by the Parties or appointed by the Court, together with the mediator's staff and assistants;

(i) Claims administrators, including Meridian Settlement Services LLC, 1600 East Fourth Street, Suite 240, Santa Ana, California 92701, if appointed by the Court or agreed upon by the Parties in connection with any class settlement, and any other settlement administrator appointed or retained in this action;

(j) Any witness during a deposition, hearing, or trial in this action, but only to the extent that the Designated Material is shown to the witness for purposes of examination and only during the examination itself. Witnesses who are not otherwise authorized to receive Designated Material under this Stipulation shall not be provided with copies of Designated Material to retain; and

(k) E-discovery vendors, including Marlowe Asset Management Litigation Technology Inc., 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, and any other vendor retained by a Party or by the Court for document processing, hosting, review, production, or trial presentation purposes, subject to the vendor's prior execution of a vendor confidentiality acknowledgment in a form substantially similar to Exhibit A.

2. HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY Information — Permitted Recipients. Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY may be disclosed only to the following, more limited group of persons and entities:

(a) Outside Counsel of record for any Party only, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, and support staff working under the direction of Counsel at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP, in each case only to the extent that such person has a need to access the information in connection with this litigation;

(b) Experts and consultants retained by any Party in connection with this litigation, provided that each such expert or consultant has first executed the Expert/Consultant Acknowledgment Form (Exhibit A) and provided that the retaining Party provides written notice to opposing counsel identifying the expert or consultant at least five (5) business days before disclosing AEO material, unless the Parties agree otherwise;

(d) Court reporters and videographers retained to record depositions, hearings, or other proceedings in this action;

(e) Mediators retained for mediation sessions in this action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., together with the mediator's staff and assistants; and

(f) E-discovery vendors, including Marlowe Asset Management Litigation Technology Inc. and any other vendor retained by a Party or by the Court for document processing, hosting, review, production, or trial presentation purposes, subject to the vendor's prior execution of a vendor confidentiality acknowledgment.

Persons Expressly Excluded from Access to Highly Confidential — Attorneys' Eyes Only Information. Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY shall not be disclosed to the following persons, unless the Court orders otherwise upon a motion demonstrating good cause:

(a) Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla;

(b) In-house counsel for AMA, including Gregory Tanaka, VP Legal & Compliance, and any other in-house attorney;

(d) Corporate officers, directors, managers, supervisors, or employees of any Party, except as set forth in Section D.2 and except as witnesses during depositions, hearings, or trial, and only to the extent reasonably necessary for examination of the witness regarding the subject matter of the AEO material; and

(e) Claims administrators, except to the extent the Court specifically authorizes disclosure of AEO material to a claims administrator as part of a settlement administration process.

If any Party believes that disclosure of specific HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY information to a person excluded from access under this Section is necessary, that Party may seek an order from the Court upon a showing of good cause, after providing reasonable notice to the designating Party and an opportunity for the designating Party to be heard.

3. Restriction on Use. All Designated Material, whether designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY, shall be used solely and exclusively for purposes of this litigation, including related settlement negotiations, mediation, and any appellate proceedings arising from this action. No person receiving Designated Material shall use such material for any business, competitive, commercial, personal, or other purpose unrelated to the prosecution or defense of this action. Without limiting the generality of the foregoing, Designated Material shall not be used in connection with any other lawsuit, administrative proceeding, arbitration, regulatory inquiry, or other legal or business matter, except upon prior order of the Court or written consent of the designating Party.

E. Handling of Designated Material

1. General Obligation. All persons who receive Designated Material pursuant to this Stipulation shall maintain such material in a secure manner and shall exercise reasonable care to prevent the disclosure, dissemination, or distribution of Designated Material to any person who is not authorized to receive it under the terms of this Stipulation and the resulting Protective Order.

2. Electronic Copies. Electronic copies of Designated Material, including but not limited to document images, native files, databases, spreadsheets, and review platform data, shall be stored on password-protected devices, encrypted storage media, or secure networks with access controls designed to limit access to authorized recipients. Counsel shall ensure that any cloud-based or remote-access document review platforms used to host Designated Material employ industry-standard security measures, including multi-factor authentication, encryption in transit and at rest, and role-based access controls.

3. Paper Copies. Paper copies of Designated Material shall be stored in locked file cabinets, locked offices, or other restricted-access locations when not in active use. Paper copies of HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material shall be stored separately from CONFIDENTIAL material to the extent reasonably practicable.

4. Prohibition on Public Dissemination. No Designated Material shall be posted, published, uploaded, or otherwise made available on the internet, social media platforms (including but not limited to Kestrel Services Inc., Ashford Systems, Northpoint Services Inc., Westmark Health IT, Dunmore & Co., Crowne Albany Partners LLC, Reddit, or any similar platform), blogs, websites, online forums, file-sharing services, or any other publicly accessible platform or medium. This prohibition applies to all persons who receive Designated Material, including but not limited to the Named Plaintiffs, Counsel, experts, and support staff.

F. Challenge to Designation

1. Written Notice. Any Party may challenge a confidentiality designation by providing written notice to the designating Party, specifying with reasonable particularity the document(s) or information at issue and the factual and legal basis for the challenge. The challenging Party shall identify the Bates numbers or other identifying information for the material at issue and shall state whether the challenge seeks a complete removal of the confidentiality designation or a reduction from HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY to CONFIDENTIAL.

2. Response. The designating Party shall respond in writing within fourteen (14) calendar days of receipt of the challenge notice. In its response, the designating Party shall either: (a) agree to re-designate the material at a lower level or remove the designation entirely; or (b) maintain the designation and provide a written statement setting forth the specific basis for the designation, including a description of the confidentiality interest that would be harmed by disclosure at a lower level of protection.

3. Court Resolution. If the Parties are unable to resolve the dispute after good faith meet-and-confer efforts, either Party may seek resolution from the Court by noticed motion filed in accordance with applicable rules and the Court's standing orders. The designating Party shall bear the burden of justifying the challenged designation by demonstrating that the information at issue qualifies for protection at the designated level.

4. Interim Treatment. Pending resolution of any challenge, whether by agreement of the Parties or by order of the Court, the material at issue shall continue to be treated at the level designated by the Producing Party. No Party shall be deemed to have waived any objection to a designation by reason of a delay in challenging the designation.

G. Use at Depositions

1. General Use. Any Party may use Designated Material during depositions in this action, subject to the limitations set forth in this Section and in Section D above. Counsel for all Parties and the court reporter shall be provided with copies of deposition exhibits in advance of or during the deposition, as is customary practice.

2. HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY Material at Depositions. If HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material is to be used during a deposition in this action, the following procedures shall apply:

(a) The designating Party may request, on the record, that all persons present at the deposition who are not authorized to view HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material under Section D.2 of this Stipulation be excluded from the deposition room during the portion of the examination that involves such material. The requesting Party shall identify the specific material at issue and the approximate duration of the examination.

(b) The relevant portion of the deposition transcript shall be separately bound, labeled, and marked as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by the court reporter. The separately bound portion shall be distributed only to persons authorized to receive AEO material under Section D.2.

(c) Any deposition exhibits that are designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY shall be marked accordingly and shall be distributed only to authorized recipients.

3. Designation of Deposition Testimony. Deposition testimony shall be designated in accordance with the procedures set forth in Section C.2 of this Stipulation.

H. Filing Under Seal

1. General Procedure. If any Party wishes to file Designated Material with the Court, including as exhibits to motions, briefs, declarations, or other papers, the filing Party shall comply with the following procedures:

(a) The filing Party shall file a redacted version of the document or filing in the public file, with all Designated Material redacted in a manner that clearly identifies the location and approximate extent of the redaction without revealing the substance of the redacted information;

(b) The filing Party shall lodge the complete, unredacted version of the document or filing with the Court under seal, in accordance with the procedures specified by the Court and the Clerk's office for sealed filings;

(c) The filing Party shall file a motion to seal or a stipulation to seal, in compliance with California Rules of Court, Rules 2.550 and 2.551, setting forth the specific factual and legal reasons why sealing is necessary, identifying an overriding interest that overcomes the right of public access to the record, and demonstrating that the proposed sealing is narrowly tailored to serve that interest. The filing Party shall make reasonable efforts to confer with the designating Party in advance regarding the scope and content of the sealing request.

2. Court's Discretion. The Parties acknowledge and agree that the Court retains full and independent discretion to grant or deny requests to seal documents, and that the existence of a confidentiality designation under this Stipulation and the resulting Protective Order does not, by itself, establish the showing required for sealing under California Rules of Court, Rules 2.550 and 2.551. The Parties further acknowledge that the Court may require additional briefing, declarations, or evidence before ruling on any sealing request, and that the Court may order the disclosure of material that has been designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY if the Court determines that the requirements for sealing have not been met.

3. Cooperation. The Parties agree to cooperate in good faith in connection with any sealing request, including by promptly providing declarations or other evidence in support of the request when the designating Party's information is at issue.

I. Non-Party Productions

1. Applicability. This Stipulation and the resulting Protective Order shall apply to all information produced by non-parties in response to subpoenas duces tecum, deposition subpoenas, or other discovery requests issued in connection with this action. Non-party information subject to this Stipulation shall be treated with the same protections as information produced by the Parties.

2. Non-Party Designations. Any non-party producing documents or providing testimony in this action may designate its documents or testimony as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY, and such designations shall be treated in accordance with all applicable provisions of this Stipulation, including Sections C, D, E, F, and G above.

3. Service of Protective Order. The Parties shall include a complete copy of the Protective Order entered by the Court (or, prior to entry, a copy of this Stipulation and the Proposed Protective Order) with any subpoena or discovery request served on a non-party, including but not limited to subpoenas directed to NovaPay Solutions Inc. and any other third-party vendors, service providers, or entities from whom discovery is sought. The cover letter accompanying the subpoena shall inform the non-party of its right to designate documents and testimony under the Protective Order and shall identify the contact information for counsel for each Party.

J. Inadvertent Disclosure / Clawback

1. No Waiver. The inadvertent production of any document, ESI, or information in this action, whether by a Party or a non-party, shall not constitute a waiver of any privilege, immunity, or protection applicable to such material, including but not limited to the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, the right of privacy, and any other privilege or protection recognized under applicable law.

2. Clawback Procedures. Consistent with California Evidence Code § 912 and the principles articulated in Federal Rule of Evidence 502(d) (applied by analogy in this state court proceeding), if a Producing Party or non-party discovers that it has inadvertently produced privileged or otherwise protected material, the following procedures shall apply:

(a) The Producing Party shall promptly notify the Receiving Party in writing (which may include email), identifying the material at issue by Bates number or other reasonable identifying information and stating the basis for the claim of privilege or protection;

(b) Upon receipt of such notice, the Receiving Party shall, within seven (7) business days, return, sequester, or destroy all copies of the identified material in its possession, custody, or control, including any copies maintained on document review platforms, local hard drives, portable storage devices, or in paper files. The Receiving Party shall also take reasonable steps to retrieve any copies of the identified material that have been provided to experts, consultants, or other authorized recipients;

(c) The Receiving Party shall not use or disclose the identified material pending resolution of the privilege claim, and shall not refer to, cite, or rely upon the substance of the identified material in any filing, brief, deposition, hearing, or other proceeding;

(d) If the Receiving Party contests the claim of privilege or protection, the Parties shall meet and confer in good faith within ten (10) business days in an effort to resolve the dispute. If the Parties are unable to reach agreement, either Party may seek resolution by noticed motion. Pending resolution by the Court, the identified material shall remain sequestered and shall not be used or disclosed by the Receiving Party.

3. Preservation of Privilege Log Obligations. Nothing in this Section shall relieve any Party or non-party of its obligation to prepare and serve a privilege log in compliance with California Code of Civil Procedure § 2031.240 and other applicable provisions of law. However, the Parties agree that inadvertently produced documents that are timely clawed back under this Section need not be included on a privilege log unless otherwise ordered by the Court.

K. Expert/Consultant Acknowledgment

1. Execution Required. Before any expert, consulting expert, or consultant is given access to any Designated Material, the expert or consultant must first read and execute the Expert/Consultant Acknowledgment Form attached hereto as Exhibit A to the Proposed Protective Order. By executing the Acknowledgment Form, the expert or consultant agrees to be fully bound by the terms of this Stipulation and the resulting Protective Order, including all restrictions on use, disclosure, and handling of Designated Material, and submits to the jurisdiction of this Court for purposes of enforcing compliance with the Protective Order.

2. Retention and Inspection. Executed Expert/Consultant Acknowledgment Forms shall be retained by the Party that retained the expert or consultant and shall be made available for inspection by opposing counsel upon reasonable written request. The retaining Party shall maintain the executed forms for the duration of this litigation and for a period of not less than two (2) years following the final resolution of this action.

3. Notification to Opposing Counsel. Prior to disclosing Designated Material to any expert or consultant, the retaining Party shall provide written notice to opposing counsel identifying the expert or consultant by name, firm or institutional affiliation, and area of expertise, as specified in Section D.1(e) above.

L. Return or Destruction at Conclusion of Litigation

1. Obligation to Return or Destroy. Within sixty (60) days after the final resolution of this action, including the exhaustion or expiration of all rights of appeal, each Receiving Party shall, at the election of the Producing Party:

(a) Return all Designated Material to the Producing Party, including all originals, copies, reproductions, summaries, abstracts, compilations, indices, notes, and any other documents or things that contain, reflect, or disclose the substance of Designated Material, whether in paper or electronic form; or

(b) Destroy all such material and provide the Producing Party with a written certification of destruction, signed by Counsel, confirming that all Designated Material (and all copies, summaries, abstracts, and derivative materials) have been destroyed in a manner consistent with industry-standard data destruction practices.

2. Archival Copy Exception. Notwithstanding Section L.1, outside litigation counsel for each Party may retain one (1) archival copy of all Designated Material in counsel's files, subject to the continued obligation of confidentiality imposed by this Stipulation and the resulting Protective Order, for the sole purposes of: (a) establishing counsel's compliance with the terms of this Stipulation and the Protective Order; (b) addressing any post-resolution disputes regarding the scope or application of the Protective Order; and (c) complying with counsel's professional and ethical obligations regarding the maintenance of client files. The archival copy shall be maintained in a secure manner consistent with Section E of this Stipulation and shall not be used for any other purpose.

3. Work Product Exception. Attorney work product, litigation memoranda, and attorney notes that reference, summarize, or analyze Designated Material need not be returned or destroyed, but such materials shall remain subject to the confidentiality obligations of this Stipulation and the resulting Protective Order in perpetuity. Counsel shall take reasonable care to ensure that work product containing Designated Material is not disclosed to any person who is not authorized to receive such material.

M. Modification. 1. By Court Order. This Stipulation and the resulting Protective Order may be modified by the Court at any time upon motion by any Party or non-party, upon a showing of good cause for the modification sought. The Court may expand, restrict, or otherwise modify the protections afforded by the Protective Order as justice requires.

2. By Stipulation. This Stipulation and the resulting Protective Order may also be modified by further written stipulation of all Parties, subject to approval by the Court.

3. Additional Protections or Relief. Any Party or non-party may apply to the Court at any time for additional protections beyond those provided by this Stipulation and the resulting Protective Order, or for relief from any provision of this Stipulation and the resulting Protective Order, upon a showing of good cause. The Court retains full authority to grant or deny such applications.

N. Survival. The obligations imposed by this Stipulation and the resulting Protective Order shall survive the termination of this litigation, whether by settlement, judgment, dismissal, or otherwise, and shall remain fully binding on all persons who receive Designated Material, including but not limited to the Parties, their Counsel, experts, consultants, vendors, and all other authorized recipients. The confidentiality obligations set forth herein shall continue in full force and effect until such time as the designating Party provides written consent to the release of the material from the protections of this Stipulation and the resulting Protective Order, or until the Court orders otherwise.

O. No Waiver of Rights

1. No Waiver of discovery Objections. Entry into this Stipulation does not constitute, and shall not be construed as, a waiver of any Party's right to object to the discoverability, relevance, or admissibility of any Designated Material or any other document, testimony, or information sought or produced in this action. All Parties expressly reserve all such rights and objections.

2. No Admission. Entry into this Stipulation does not constitute, and shall not be construed as, an admission by any Party that any particular document, testimony, or item of information is, in fact, confidential, proprietary, a trade secret, or otherwise entitled to protection from disclosure. The designations made under this Stipulation are without prejudice to any Party's right to challenge or defend the propriety of any designation.

3. Reservation of Rights. The Parties expressly reserve all rights not specifically waived by the terms of this Stipulation, including but not limited to the right to seek additional discovery, to challenge the sufficiency of discovery responses, and to raise any and all defenses available under applicable law.

IV. PRAYER AND REQUEST FOR ORDER

Based on the foregoing Stipulation and good cause appearing therefor, the undersigned Parties respectfully request that the Court enter the attached [Proposed] Protective Order (Document 34), incorporating and effectuating the terms set forth in this Stipulation, and that the Court make such further orders as are just and proper.

V. SIGNATURES

Dated: February 10, 2023

PLAINTIFFS' COUNSEL

CASTELLANO BYRNE & SALAS LLP

By: ________

Marco Castellano (SBN 198422) 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4800 Facsimile: (310) 555-4801 Attorneys for Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla

PAGA CO-COUNSEL

VELTRANO EMPLOYMENT LAW GROUP PC

By: ________

Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7120 Facsimile: (213) 555-7121 Attorneys for Plaintiffs (PAGA Claims)

DEFENSE COUNSEL

CALDERWOOD & HARKNESS LLP

By: ________

Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-9600 Facsimile: (213) 555-9601 Attorneys for Defendant Aurelius Media Americas Inc.

VI. ATTACHMENTS

The following documents are referenced herein and are filed concurrently with this Stipulation:

1. [Proposed] Protective Order Governing Confidential Information. The [Proposed] Protective Order incorporating and effectuating the terms of this Stipulation is filed concurrently as a separate document (Document 34) for the Court's review and signature. The [Proposed] Protective Order contains all substantive provisions set forth in this Stipulation and includes a signature line for the Honorable Raymond Escobedo.

2. Exhibit A: Expert/Consultant Acknowledgment Form. Exhibit A to the [Proposed] Protective Order is a template acknowledgment form to be executed by any expert, consulting expert, or consultant before being given access to Designated Material. The form requires the following information and certifications:

(a) Full legal name of the expert or consultant;

(b) Firm name, institutional affiliation, or business name;

(d) A certification that the expert or consultant has read the Protective Order in its entirety and understands the obligations imposed thereby;

(e) An agreement that the expert or consultant will be bound by all terms and conditions of the Protective Order, including but not limited to the restrictions on use, disclosure, and handling of Designated Material;

(f) An acknowledgment that the expert or consultant submits to the jurisdiction of the Superior Court of the State of California, County of Los Angeles, for purposes of enforcing compliance with the Protective Order;

(g) The expert's or consultant's signature;

(h) The date of execution; and

(i) A signature line for a witness or notary, if required by the retaining Party.

This Stipulation consists of the foregoing text, together with the attachments referenced herein. In the event of any conflict between the terms of this Stipulation and the terms of the [Proposed] Protective Order, the terms of the [Proposed] Protective Order, as entered by the Court, shall control.

MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated,

(Consolidated with Case No. 22STCV39501)

Plaintiffs,

Assigned for All Purposes to:

v.	Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,	STIPULATION RE: PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

Defendants.

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
STIPULATION RE: PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION
I. PREAMBLE / PARTIES TO THE STIPULATION
The undersigned parties, by and through their respective counsel of record, hereby stipulate and agree as follows regarding the entry of a protective order governing confidential information in this consolidated action:
Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla ("Plaintiffs"), by and through their counsel of record, Castellano Byrne & Salas LLP (Marco Castellano, State Bar No. 198422; Diane Salas), 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025, telephone (310) 555-4800, facsimile (310) 555-4801;
Plaintiffs (PAGA Co-Counsel), by and through Veltrano Employment Law Group PC (Sandra Higuera, State Bar No. 217893), 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, telephone (213) 555-7120, facsimile (213) 555-7121, serving as co-counsel for Plaintiffs with respect to the representative claims brought under the Private Attorneys General Act of 2004, California Labor Code §§ 2698 et seq. ("PAGA");
Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, by and through its counsel of record, Calderwood & Harkness LLP (Renata Vasquez, State Bar No. 224578; Devon Archer, State Bar No. 301462), 777 South Flower Street, Suite 4200, Los Angeles, California 90017, telephone (213) 555-9600, facsimile (213) 555-9601.
Collectively, Plaintiffs and Defendant are referred to herein as the "Parties." The Parties hereby enter into this Stipulation Re: Protective Order Governing Confidential Information (the "Stipulation") and respectfully request that the Court enter the attached [Proposed] Protective Order incorporating and effectuating the terms set forth herein.
II. RECITALS AND BACKGROUND
A. The Parties anticipate producing and exchanging substantial volumes of documents, testimony, electronically stored information ("ESI"), and other materials in the course of fact and expert discovery in this consolidated wage-and-hour class action and related PAGA representative claims. Discovery in this matter is expected to be extensive, encompassing multiple categories of business records, employment records, communications, and financial data spanning a class period of approximately four years.
B. The Parties recognize and acknowledge that certain documents and information to be produced during discovery contain confidential, proprietary, and/or trade secret business information of AMA, including but not limited to:
(i) Revenue data, including network and streaming platform license fee revenue, advertising revenue, international distribution revenue, and related financial performance metrics;
(ii) Talent agreement terms, including compensation structures, profit participation arrangements, and contractual provisions relating to above-the-line and below-the-line talent;
(iii) Show format details, including format bibles, show concepts, pilot materials, audience analytics, and content development strategies that constitute proprietary creative assets of AMA;
(iv) Production cost data, including per-episode budgets, line-item production expenses, post-production costs, and cost allocation methodologies;
(v) Internal business strategy documents, including strategic planning memoranda, competitive analyses, market positioning documents, and executive communications regarding business direction and growth initiatives; and
(vi) Other proprietary business information that AMA has maintained as confidential in the ordinary course of its business operations.
C. The Parties further recognize and acknowledge that certain documents and information to be produced during discovery contain confidential personal information of current and former employees of AMA and putative class members, including but not limited to:
(i) Social Security numbers and tax identification numbers;
(ii) Home addresses, personal telephone numbers, and personal email addresses;
(iii) Dates of birth;
(iv) Compensation data, including salary or hourly wage rates, bonus information, commission structures, and total compensation figures;
(v) Payroll records, including gross and net pay information, tax withholding data, deduction information, and direct deposit account information;
(vi) Personnel file information, including performance evaluations, disciplinary records, employment applications, and separation documentation; and
(vii) Other personally identifiable information the disclosure of which could result in harm to the individuals whose information is at issue.
D. The Parties further acknowledge that discovery in this action will involve substantial volumes of timekeeping and payroll data maintained by AMA and by AMA's third-party payroll and timekeeping vendor, NovaPay Solutions Inc., a company with its principal office located at 2200 Powell Street, Suite 600, Emeryville, California 94608 ("NovaPay"). The data maintained by NovaPay contains both business-confidential information belonging to AMA and personally identifiable information belonging to current and former AMA employees and putative class members. The Parties anticipate that subpoenas or other discovery requests will be directed to NovaPay and potentially to other third-party vendors in connection with this litigation.
E. The Parties believe and therefore aver that entry of a protective order is necessary and appropriate in this action in order to:
(i) Protect the legitimate confidentiality interests of the Parties and non-parties while permitting full, fair, and efficient discovery in this consolidated action;
(ii) Facilitate the prompt and orderly production of relevant documents and information without the need for unnecessary and time-consuming disputes over confidentiality that would otherwise delay the progress of discovery and increase the costs of litigation for all Parties;
(iii) Comply with applicable privacy laws and regulations, including but not limited to the California Constitution, Article I, Section 1 (right of privacy); the California Consumer Privacy Act, California Civil Code §§ 1798.100 et seq.; the California Information Practices Act, California Civil Code §§ 1798 et seq.; and any other applicable federal or state privacy statutes and regulations; and
(iv) Ensure that confidential and proprietary information produced in discovery is used solely for the purposes of this litigation and is not disseminated, published, or otherwise made available to persons who have no legitimate need for access to such information in connection with this action.
F. This Stipulation is consistent with and has been drafted with reference to the model protective order published by the Los Angeles Superior Court for use in complex litigation matters. The Parties have conferred in good faith regarding the terms of this Stipulation and have reached agreement on all material provisions.
G. This Stipulation is intended to govern and shall apply to information produced by the Parties as well as information produced by third parties pursuant to subpoena or other lawful process, including but not limited to data and records produced by NovaPay Solutions Inc. and any other vendors, service providers, or entities served with discovery requests in connection with this action.
H. The Parties expressly reserve the right to seek modification of this Stipulation and the resulting Protective Order upon a showing of good cause, whether to expand or restrict the protections afforded hereunder, and nothing in this Stipulation shall be construed to preclude any Party from seeking such relief from the Court at any time during the pendency of this action.
III. AGREEMENT AND STIPULATED TERMS
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the Parties stipulate and agree to the following terms and conditions:
A. Definitions. As used in this Stipulation and in any Protective Order entered by the Court incorporating these terms, the following terms shall have the meanings set forth below:
1. "Confidential Information." The term "Confidential Information" means any document, testimony, information, or thing designated as "CONFIDENTIAL" by the Producing Party in good faith and in accordance with the procedures set forth in Section C of this Stipulation. Confidential Information includes, but is not limited to, the following categories of material:
(a) AMA's business records, internal communications, policies, procedures, memoranda, manuals, handbooks, and training materials relating to wage-and-hour practices, timekeeping protocols, meal and rest break policies, production scheduling practices, employee classification decisions, and other employment-related matters at issue in this litigation;
(b) Payroll records, wage statements, time records, and compensation data of current and former employees of AMA, including but not limited to records maintained by NovaPay Solutions Inc. on behalf of AMA;
(c) Employee personnel files, performance evaluations, disciplinary records, employment applications, separation agreements, and related human resources documentation;
(d) Communications between AMA and its employees, managers, supervisors, and human resources personnel, including but not limited to emails, memoranda, instant messages, text messages, and other electronic or written communications relating to the subject matter of this litigation;
(e) discovery responses, deposition testimony, and documents produced by any Party or third party that the designating Party reasonably and in good faith believes to contain confidential business information or confidential personal information warranting protection from unrestricted disclosure; and
(f) Any other documents, materials, or information that the Producing Party reasonably and in good faith believes to contain confidential business or personal information, the unrestricted dissemination of which could cause competitive harm to a business entity or privacy harm to an individual.
2. "Highly Confidential — Attorneys' Eyes Only" Information. The term "Highly Confidential — Attorneys' Eyes Only" ("AEO") means any document, testimony, information, or thing designated as "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" by the Producing Party in good faith and in accordance with the procedures set forth in Section C of this Stipulation. This designation is reserved for the most sensitive categories of information, the disclosure of which to persons beyond outside litigation counsel and qualified experts would create a substantial risk of serious competitive injury, privacy harm, or other significant prejudice. Highly Confidential — Attorneys' Eyes Only Information includes, but is not limited to, the following categories of material:
(a) Trade secrets, including but not limited to show format bibles, show concepts, pilot materials, audience analytics and research data, revenue models, content development materials, and other proprietary creative and strategic assets that derive independent economic value from not being generally known to the public or to AMA's competitors and that are the subject of efforts by AMA to maintain their secrecy, within the meaning of California Civil Code § 3426.1(d);
(b) Highly sensitive financial information, including but not limited to detailed revenue data, consolidated and segment-level profit-and-loss statements, per-episode production costs and budgets, network and streaming platform license fee terms, international distribution revenue and deal terms, advertising CPM (cost per mille) rates, sponsorship and branded content revenue data, and talent compensation structures, including above-the-line and below-the-line compensation, residuals, and profit participation arrangements;
(c) Particularly sensitive personal information, including but not limited to Social Security numbers, financial account numbers (including bank account and routing numbers), tax identification numbers, immigration status information, and medical or health-related information of current or former employees of AMA;
(d) Information relating to AMA's insurance coverage, including policy terms, coverage limits, deductible and self-insured retention amounts, coverage positions communicated by carriers, reservation of rights letters, and carrier communications, to the extent any such material is produced subject to any waiver of privilege or is otherwise discoverable;
(e) Internal audit reports, investigation memoranda, compliance review materials, and related documents reflecting AMA's internal assessment of its own employment practices, to the extent any such material is produced subject to any waiver of privilege or is otherwise discoverable; and
(f) Any other documents, materials, or information that the Producing Party reasonably and in good faith believes to require the heightened level of protection afforded by this designation due to the extraordinary sensitivity of the material and the substantial risk of harm that would result from its disclosure beyond the limited circle of authorized recipients specified in Section D.2 of this Stipulation.
3. "Producing Party." The term "Producing Party" means the Party or non-party that produces, discloses, or makes available Confidential Information or Highly Confidential — Attorneys' Eyes Only Information in connection with this action, whether through formal discovery, informal exchange, or otherwise.
4. "Receiving Party." The term "Receiving Party" means the Party or person that receives Confidential Information or Highly Confidential — Attorneys' Eyes Only Information from a Producing Party or from any other source in connection with this action.
5. "Designated Material." The term "Designated Material" means any document, testimony, information, or thing that has been designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY under this Stipulation and the resulting Protective Order. The term includes the original material as well as any copies, reproductions, summaries, abstracts, excerpts, compilations, indices, notes, or other documents or things that contain, reflect, or disclose the substance of Designated Material.
6. "Counsel." The term "Counsel" means the attorneys of record for any Party to this action, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, secretaries, clerks, and other support staff employed by or working under the direction of such attorneys in connection with this litigation. For purposes of this Stipulation, Counsel includes attorneys and staff at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP.
7. "Expert." The term "Expert" means any expert witness, consulting expert, or consultant retained by a Party in connection with this litigation for the purpose of providing expert analysis, testimony, or consultation, including the expert's or consultant's staff, assistants, and any persons working under the expert's or consultant's direction in connection with this matter.
B. Scope of Protective Order
1. General Scope. This Stipulation and the resulting Protective Order shall apply to all documents, ESI, interrogatory responses, responses to requests for admission, responses to requests for production of documents, deposition testimony (whether oral or upon written questions), declarations, affidavits, and any other information or materials produced, disclosed, or generated in this action, regardless of the medium in which such information is maintained or produced.
2. Third-Party Productions. This Stipulation and the resulting Protective Order shall apply with equal force to information produced by non-parties in response to subpoenas duces tecum, deposition subpoenas, or other lawful discovery process issued in this action. Non-party productions subject to this Stipulation include, but are not limited to, productions by NovaPay Solutions Inc., Marlowe Asset Management Litigation Technology Inc. (600 Anton Boulevard, Suite 900, Costa Mesa, California 92626), and any other third party served with a subpoena or other discovery request in connection with this matter.
3. Exclusions. Notwithstanding any designation made under this Stipulation, the protections afforded by this Stipulation and the resulting Protective Order shall not apply to information that:
(a) Is or becomes publicly available through no fault of, and without any act or omission by, the Receiving Party, including information that is contained in publicly filed court documents, public records, published materials, or other sources generally available to the public;
(b) Was already in the lawful possession of the Receiving Party prior to its production in this litigation, without any obligation of confidentiality owed to the Producing Party or any other person or entity with respect to such information, as demonstrated by the Receiving Party's contemporaneous records; or
(c) Is obtained by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information and who did not obtain the information, directly or indirectly, from the Producing Party or any person bound by this Stipulation.
The Party asserting that any of the foregoing exclusions applies shall bear the burden of establishing the applicability of the exclusion.
C. Designation of Confidential Information
1. Method of Designation — Documents. The Producing Party shall designate documents as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by stamping, labeling, or otherwise marking each page of the document with the appropriate designation in a manner that is clearly legible and readily identifiable. For documents produced in hard copy, the designation shall appear on each page of the document. For ESI produced in electronic format, the designation shall be applied, as appropriate, to load file fields, objective coding fields, Bates-stamped images, metadata fields, or cover pages accompanying the production. In circumstances where the volume of production makes page-level designation impracticable, the Producing Party may designate an entire production set or production volume by means of a written notice identifying the specific documents or Bates ranges covered by the designation, provided that such notice is served concurrently with or prior to the production.
2. Method of Designation — Testimony. At depositions taken in this action, the designating Party or non-party may designate deposition testimony as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by making an oral statement on the record that specific portions of the testimony are subject to the protections of this Stipulation and the resulting Protective Order. The designating Party shall identify on the record, with reasonable specificity, the portions of testimony to be designated and the level of designation applicable to each such portion. Notwithstanding the foregoing, and in order to preserve the Parties' ability to make informed designation decisions upon review of the completed transcript, all deposition testimony in this action shall be treated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY for a period of thirty (30) calendar days after receipt by all Parties of the final certified transcript from the court reporter. During this thirty-day period, any Party or non-party deponent may serve written notice designating specific pages and line numbers of the transcript as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY. After the expiration of the thirty-day period, any portion of the transcript that has not been designated shall be treated as non-confidential and shall not be subject to the protections of this Stipulation.
3. Method of Designation — Discovery Responses. The Producing Party may designate interrogatory responses, responses to requests for admission, and other written discovery responses as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by marking the face page or the relevant pages of the response with the appropriate designation. If a response incorporates or references Designated Material produced by another Party or non-party, the response shall bear a designation at least equal to the highest level of designation assigned to the underlying material.
4. Good Faith Requirement. All designations under this Stipulation must be made in good faith and must be reasonably limited to information that the designating Party or non-party genuinely and reasonably believes qualifies for protection under the applicable standard. The Parties acknowledge that mass designations, blanket designations, or designations applied indiscriminately to entire categories of documents without individualized consideration are disfavored and may be subject to challenge under Section F of this Stipulation. The Parties further acknowledge that overdesignation imposes an unnecessary burden on the litigation process and undermines the purpose of this Stipulation.
D. Permitted Use and Disclosure
1. CONFIDENTIAL Information — Permitted Recipients. Information designated as CONFIDENTIAL may be disclosed only to the following persons and entities:
(a) Counsel of record for any Party, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, secretaries, clerks, and other support staff employed by or working under the direction of Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP, in each case only to the extent that such person has a need to access the information in connection with this litigation;
(b) In-house counsel for AMA: Gregory Tanaka, Vice President, Legal & Compliance, and any in-house attorney employed by AMA and working under Mr. Tanaka's direction, to the extent necessary for purposes of this litigation. In-house counsel receiving Designated Material shall not disclose such material to any other AMA employee or officer except as expressly permitted by this Stipulation;
(c) In-house counsel for Aurelius Global Media Group, Inc. ("AGMG"), AMA's parent company: Philippa Cartwright, General Counsel, to the extent necessary for oversight of this litigation on behalf of AGMG and its subsidiaries. Ms. Cartwright shall not disclose Designated Material to any other AGMG employee or officer except as expressly permitted by this Stipulation;
(d) Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, but only to the extent reasonably necessary for the prosecution of their individual and representative claims and for meaningful consultation with their counsel regarding the merits, strategy, and resolution of this action. Named Plaintiffs shall not retain copies of Designated Material and shall review such material only in the presence of or under the supervision of Plaintiffs' Counsel;
(e) Experts and consultants retained by any Party in connection with this litigation, provided that each such expert or consultant has first executed the Expert/Consultant Acknowledgment Form attached hereto as Exhibit A to the Proposed Protective Order, and provided that the retaining Party provides written notice to opposing counsel identifying the expert or consultant at least five (5) business days before disclosing Designated Material, unless the Parties agree otherwise;
(f) The Court and court personnel, including the Honorable Raymond Escobedo, judicial assistants, law clerks, and court staff, in connection with motions, hearings, trial, or any other proceedings in this action;
(g) Court reporters and videographers retained to record depositions, hearings, or other proceedings in this action;
(h) Mediators retained for mediation sessions in this action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067, and any other mediator agreed upon by the Parties or appointed by the Court, together with the mediator's staff and assistants;
(i) Claims administrators, including Meridian Settlement Services LLC, 1600 East Fourth Street, Suite 240, Santa Ana, California 92701, if appointed by the Court or agreed upon by the Parties in connection with any class settlement, and any other settlement administrator appointed or retained in this action;
(j) Any witness during a deposition, hearing, or trial in this action, but only to the extent that the Designated Material is shown to the witness for purposes of examination and only during the examination itself. Witnesses who are not otherwise authorized to receive Designated Material under this Stipulation shall not be provided with copies of Designated Material to retain; and
(k) E-discovery vendors, including Marlowe Asset Management Litigation Technology Inc., 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, and any other vendor retained by a Party or by the Court for document processing, hosting, review, production, or trial presentation purposes, subject to the vendor's prior execution of a vendor confidentiality acknowledgment in a form substantially similar to Exhibit A.
2. HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY Information — Permitted Recipients. Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY may be disclosed only to the following, more limited group of persons and entities:
(a) Outside Counsel of record for any Party only, including partners, of counsel, associates, contract attorneys, paralegals, legal assistants, and support staff working under the direction of Counsel at Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Calderwood & Harkness LLP, in each case only to the extent that such person has a need to access the information in connection with this litigation;
(b) Experts and consultants retained by any Party in connection with this litigation, provided that each such expert or consultant has first executed the Expert/Consultant Acknowledgment Form (Exhibit A) and provided that the retaining Party provides written notice to opposing counsel identifying the expert or consultant at least five (5) business days before disclosing AEO material, unless the Parties agree otherwise;
(c) The Court and court personnel, as described in Section D.1(f) above;
(d) Court reporters and videographers retained to record depositions, hearings, or other proceedings in this action;
(e) Mediators retained for mediation sessions in this action, including the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., together with the mediator's staff and assistants; and
(f) E-discovery vendors, including Marlowe Asset Management Litigation Technology Inc. and any other vendor retained by a Party or by the Court for document processing, hosting, review, production, or trial presentation purposes, subject to the vendor's prior execution of a vendor confidentiality acknowledgment.
Persons Expressly Excluded from Access to Highly Confidential — Attorneys' Eyes Only Information. Information designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY shall not be disclosed to the following persons, unless the Court orders otherwise upon a motion demonstrating good cause:
(a) Named Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla;
(b) In-house counsel for AMA, including Gregory Tanaka, VP Legal & Compliance, and any other in-house attorney;
(c) In-house counsel for AGMG, including Philippa Cartwright, General Counsel;
(d) Corporate officers, directors, managers, supervisors, or employees of any Party, except as set forth in Section D.2 and except as witnesses during depositions, hearings, or trial, and only to the extent reasonably necessary for examination of the witness regarding the subject matter of the AEO material; and
(e) Claims administrators, except to the extent the Court specifically authorizes disclosure of AEO material to a claims administrator as part of a settlement administration process.
If any Party believes that disclosure of specific HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY information to a person excluded from access under this Section is necessary, that Party may seek an order from the Court upon a showing of good cause, after providing reasonable notice to the designating Party and an opportunity for the designating Party to be heard.
3. Restriction on Use. All Designated Material, whether designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY, shall be used solely and exclusively for purposes of this litigation, including related settlement negotiations, mediation, and any appellate proceedings arising from this action. No person receiving Designated Material shall use such material for any business, competitive, commercial, personal, or other purpose unrelated to the prosecution or defense of this action. Without limiting the generality of the foregoing, Designated Material shall not be used in connection with any other lawsuit, administrative proceeding, arbitration, regulatory inquiry, or other legal or business matter, except upon prior order of the Court or written consent of the designating Party.
E. Handling of Designated Material
1. General Obligation. All persons who receive Designated Material pursuant to this Stipulation shall maintain such material in a secure manner and shall exercise reasonable care to prevent the disclosure, dissemination, or distribution of Designated Material to any person who is not authorized to receive it under the terms of this Stipulation and the resulting Protective Order.
2. Electronic Copies. Electronic copies of Designated Material, including but not limited to document images, native files, databases, spreadsheets, and review platform data, shall be stored on password-protected devices, encrypted storage media, or secure networks with access controls designed to limit access to authorized recipients. Counsel shall ensure that any cloud-based or remote-access document review platforms used to host Designated Material employ industry-standard security measures, including multi-factor authentication, encryption in transit and at rest, and role-based access controls.
3. Paper Copies. Paper copies of Designated Material shall be stored in locked file cabinets, locked offices, or other restricted-access locations when not in active use. Paper copies of HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material shall be stored separately from CONFIDENTIAL material to the extent reasonably practicable.
4. Prohibition on Public Dissemination. No Designated Material shall be posted, published, uploaded, or otherwise made available on the internet, social media platforms (including but not limited to Kestrel Services Inc., Ashford Systems, Northpoint Services Inc., Westmark Health IT, Dunmore & Co., Crowne Albany Partners LLC, Reddit, or any similar platform), blogs, websites, online forums, file-sharing services, or any other publicly accessible platform or medium. This prohibition applies to all persons who receive Designated Material, including but not limited to the Named Plaintiffs, Counsel, experts, and support staff.
F. Challenge to Designation
1. Written Notice. Any Party may challenge a confidentiality designation by providing written notice to the designating Party, specifying with reasonable particularity the document(s) or information at issue and the factual and legal basis for the challenge. The challenging Party shall identify the Bates numbers or other identifying information for the material at issue and shall state whether the challenge seeks a complete removal of the confidentiality designation or a reduction from HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY to CONFIDENTIAL.
2. Response. The designating Party shall respond in writing within fourteen (14) calendar days of receipt of the challenge notice. In its response, the designating Party shall either: (a) agree to re-designate the material at a lower level or remove the designation entirely; or (b) maintain the designation and provide a written statement setting forth the specific basis for the designation, including a description of the confidentiality interest that would be harmed by disclosure at a lower level of protection.
3. Court Resolution. If the Parties are unable to resolve the dispute after good faith meet-and-confer efforts, either Party may seek resolution from the Court by noticed motion filed in accordance with applicable rules and the Court's standing orders. The designating Party shall bear the burden of justifying the challenged designation by demonstrating that the information at issue qualifies for protection at the designated level.
4. Interim Treatment. Pending resolution of any challenge, whether by agreement of the Parties or by order of the Court, the material at issue shall continue to be treated at the level designated by the Producing Party. No Party shall be deemed to have waived any objection to a designation by reason of a delay in challenging the designation.
G. Use at Depositions
1. General Use. Any Party may use Designated Material during depositions in this action, subject to the limitations set forth in this Section and in Section D above. Counsel for all Parties and the court reporter shall be provided with copies of deposition exhibits in advance of or during the deposition, as is customary practice.
2. HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY Material at Depositions. If HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material is to be used during a deposition in this action, the following procedures shall apply:
(a) The designating Party may request, on the record, that all persons present at the deposition who are not authorized to view HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY material under Section D.2 of this Stipulation be excluded from the deposition room during the portion of the examination that involves such material. The requesting Party shall identify the specific material at issue and the approximate duration of the examination.
(b) The relevant portion of the deposition transcript shall be separately bound, labeled, and marked as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY by the court reporter. The separately bound portion shall be distributed only to persons authorized to receive AEO material under Section D.2.
(c) Any deposition exhibits that are designated as HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY shall be marked accordingly and shall be distributed only to authorized recipients.
3. Designation of Deposition Testimony. Deposition testimony shall be designated in accordance with the procedures set forth in Section C.2 of this Stipulation.
H. Filing Under Seal
1. General Procedure. If any Party wishes to file Designated Material with the Court, including as exhibits to motions, briefs, declarations, or other papers, the filing Party shall comply with the following procedures:
(a) The filing Party shall file a redacted version of the document or filing in the public file, with all Designated Material redacted in a manner that clearly identifies the location and approximate extent of the redaction without revealing the substance of the redacted information;
(b) The filing Party shall lodge the complete, unredacted version of the document or filing with the Court under seal, in accordance with the procedures specified by the Court and the Clerk's office for sealed filings;
(c) The filing Party shall file a motion to seal or a stipulation to seal, in compliance with California Rules of Court, Rules 2.550 and 2.551, setting forth the specific factual and legal reasons why sealing is necessary, identifying an overriding interest that overcomes the right of public access to the record, and demonstrating that the proposed sealing is narrowly tailored to serve that interest. The filing Party shall make reasonable efforts to confer with the designating Party in advance regarding the scope and content of the sealing request.
2. Court's Discretion. The Parties acknowledge and agree that the Court retains full and independent discretion to grant or deny requests to seal documents, and that the existence of a confidentiality designation under this Stipulation and the resulting Protective Order does not, by itself, establish the showing required for sealing under California Rules of Court, Rules 2.550 and 2.551. The Parties further acknowledge that the Court may require additional briefing, declarations, or evidence before ruling on any sealing request, and that the Court may order the disclosure of material that has been designated as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY if the Court determines that the requirements for sealing have not been met.
3. Cooperation. The Parties agree to cooperate in good faith in connection with any sealing request, including by promptly providing declarations or other evidence in support of the request when the designating Party's information is at issue.
I. Non-Party Productions
1. Applicability. This Stipulation and the resulting Protective Order shall apply to all information produced by non-parties in response to subpoenas duces tecum, deposition subpoenas, or other discovery requests issued in connection with this action. Non-party information subject to this Stipulation shall be treated with the same protections as information produced by the Parties.
2. Non-Party Designations. Any non-party producing documents or providing testimony in this action may designate its documents or testimony as CONFIDENTIAL or HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY, and such designations shall be treated in accordance with all applicable provisions of this Stipulation, including Sections C, D, E, F, and G above.
3. Service of Protective Order. The Parties shall include a complete copy of the Protective Order entered by the Court (or, prior to entry, a copy of this Stipulation and the Proposed Protective Order) with any subpoena or discovery request served on a non-party, including but not limited to subpoenas directed to NovaPay Solutions Inc. and any other third-party vendors, service providers, or entities from whom discovery is sought. The cover letter accompanying the subpoena shall inform the non-party of its right to designate documents and testimony under the Protective Order and shall identify the contact information for counsel for each Party.
J. Inadvertent Disclosure / Clawback
1. No Waiver. The inadvertent production of any document, ESI, or information in this action, whether by a Party or a non-party, shall not constitute a waiver of any privilege, immunity, or protection applicable to such material, including but not limited to the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, the right of privacy, and any other privilege or protection recognized under applicable law.
2. Clawback Procedures. Consistent with California Evidence Code § 912 and the principles articulated in Federal Rule of Evidence 502(d) (applied by analogy in this state court proceeding), if a Producing Party or non-party discovers that it has inadvertently produced privileged or otherwise protected material, the following procedures shall apply:
(a) The Producing Party shall promptly notify the Receiving Party in writing (which may include email), identifying the material at issue by Bates number or other reasonable identifying information and stating the basis for the claim of privilege or protection;
(b) Upon receipt of such notice, the Receiving Party shall, within seven (7) business days, return, sequester, or destroy all copies of the identified material in its possession, custody, or control, including any copies maintained on document review platforms, local hard drives, portable storage devices, or in paper files. The Receiving Party shall also take reasonable steps to retrieve any copies of the identified material that have been provided to experts, consultants, or other authorized recipients;
(c) The Receiving Party shall not use or disclose the identified material pending resolution of the privilege claim, and shall not refer to, cite, or rely upon the substance of the identified material in any filing, brief, deposition, hearing, or other proceeding;
(d) If the Receiving Party contests the claim of privilege or protection, the Parties shall meet and confer in good faith within ten (10) business days in an effort to resolve the dispute. If the Parties are unable to reach agreement, either Party may seek resolution by noticed motion. Pending resolution by the Court, the identified material shall remain sequestered and shall not be used or disclosed by the Receiving Party.
3. Preservation of Privilege Log Obligations. Nothing in this Section shall relieve any Party or non-party of its obligation to prepare and serve a privilege log in compliance with California Code of Civil Procedure § 2031.240 and other applicable provisions of law. However, the Parties agree that inadvertently produced documents that are timely clawed back under this Section need not be included on a privilege log unless otherwise ordered by the Court.
K. Expert/Consultant Acknowledgment
1. Execution Required. Before any expert, consulting expert, or consultant is given access to any Designated Material, the expert or consultant must first read and execute the Expert/Consultant Acknowledgment Form attached hereto as Exhibit A to the Proposed Protective Order. By executing the Acknowledgment Form, the expert or consultant agrees to be fully bound by the terms of this Stipulation and the resulting Protective Order, including all restrictions on use, disclosure, and handling of Designated Material, and submits to the jurisdiction of this Court for purposes of enforcing compliance with the Protective Order.
2. Retention and Inspection. Executed Expert/Consultant Acknowledgment Forms shall be retained by the Party that retained the expert or consultant and shall be made available for inspection by opposing counsel upon reasonable written request. The retaining Party shall maintain the executed forms for the duration of this litigation and for a period of not less than two (2) years following the final resolution of this action.
3. Notification to Opposing Counsel. Prior to disclosing Designated Material to any expert or consultant, the retaining Party shall provide written notice to opposing counsel identifying the expert or consultant by name, firm or institutional affiliation, and area of expertise, as specified in Section D.1(e) above.
L. Return or Destruction at Conclusion of Litigation
1. Obligation to Return or Destroy. Within sixty (60) days after the final resolution of this action, including the exhaustion or expiration of all rights of appeal, each Receiving Party shall, at the election of the Producing Party:
(a) Return all Designated Material to the Producing Party, including all originals, copies, reproductions, summaries, abstracts, compilations, indices, notes, and any other documents or things that contain, reflect, or disclose the substance of Designated Material, whether in paper or electronic form; or
(b) Destroy all such material and provide the Producing Party with a written certification of destruction, signed by Counsel, confirming that all Designated Material (and all copies, summaries, abstracts, and derivative materials) have been destroyed in a manner consistent with industry-standard data destruction practices.
2. Archival Copy Exception. Notwithstanding Section L.1, outside litigation counsel for each Party may retain one (1) archival copy of all Designated Material in counsel's files, subject to the continued obligation of confidentiality imposed by this Stipulation and the resulting Protective Order, for the sole purposes of: (a) establishing counsel's compliance with the terms of this Stipulation and the Protective Order; (b) addressing any post-resolution disputes regarding the scope or application of the Protective Order; and (c) complying with counsel's professional and ethical obligations regarding the maintenance of client files. The archival copy shall be maintained in a secure manner consistent with Section E of this Stipulation and shall not be used for any other purpose.
3. Work Product Exception. Attorney work product, litigation memoranda, and attorney notes that reference, summarize, or analyze Designated Material need not be returned or destroyed, but such materials shall remain subject to the confidentiality obligations of this Stipulation and the resulting Protective Order in perpetuity. Counsel shall take reasonable care to ensure that work product containing Designated Material is not disclosed to any person who is not authorized to receive such material.
M. Modification. 1. By Court Order. This Stipulation and the resulting Protective Order may be modified by the Court at any time upon motion by any Party or non-party, upon a showing of good cause for the modification sought. The Court may expand, restrict, or otherwise modify the protections afforded by the Protective Order as justice requires.
2. By Stipulation. This Stipulation and the resulting Protective Order may also be modified by further written stipulation of all Parties, subject to approval by the Court.
3. Additional Protections or Relief. Any Party or non-party may apply to the Court at any time for additional protections beyond those provided by this Stipulation and the resulting Protective Order, or for relief from any provision of this Stipulation and the resulting Protective Order, upon a showing of good cause. The Court retains full authority to grant or deny such applications.
N. Survival. The obligations imposed by this Stipulation and the resulting Protective Order shall survive the termination of this litigation, whether by settlement, judgment, dismissal, or otherwise, and shall remain fully binding on all persons who receive Designated Material, including but not limited to the Parties, their Counsel, experts, consultants, vendors, and all other authorized recipients. The confidentiality obligations set forth herein shall continue in full force and effect until such time as the designating Party provides written consent to the release of the material from the protections of this Stipulation and the resulting Protective Order, or until the Court orders otherwise.
O. No Waiver of Rights
1. No Waiver of discovery Objections. Entry into this Stipulation does not constitute, and shall not be construed as, a waiver of any Party's right to object to the discoverability, relevance, or admissibility of any Designated Material or any other document, testimony, or information sought or produced in this action. All Parties expressly reserve all such rights and objections.
2. No Admission. Entry into this Stipulation does not constitute, and shall not be construed as, an admission by any Party that any particular document, testimony, or item of information is, in fact, confidential, proprietary, a trade secret, or otherwise entitled to protection from disclosure. The designations made under this Stipulation are without prejudice to any Party's right to challenge or defend the propriety of any designation.
3. Reservation of Rights. The Parties expressly reserve all rights not specifically waived by the terms of this Stipulation, including but not limited to the right to seek additional discovery, to challenge the sufficiency of discovery responses, and to raise any and all defenses available under applicable law.
IV. PRAYER AND REQUEST FOR ORDER
Based on the foregoing Stipulation and good cause appearing therefor, the undersigned Parties respectfully request that the Court enter the attached [Proposed] Protective Order (Document 34), incorporating and effectuating the terms set forth in this Stipulation, and that the Court make such further orders as are just and proper.
V. SIGNATURES
Dated: February 10, 2023
PLAINTIFFS' COUNSEL
CASTELLANO BYRNE & SALAS LLP
By: ________
Marco Castellano (SBN 198422) 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4800 Facsimile: (310) 555-4801 Attorneys for Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla
PAGA CO-COUNSEL
VELTRANO EMPLOYMENT LAW GROUP PC
By: ________
Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7120 Facsimile: (213) 555-7121 Attorneys for Plaintiffs (PAGA Claims)
DEFENSE COUNSEL
CALDERWOOD & HARKNESS LLP
By: ________
Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-9600 Facsimile: (213) 555-9601 Attorneys for Defendant Aurelius Media Americas Inc.
VI. ATTACHMENTS
The following documents are referenced herein and are filed concurrently with this Stipulation:
1. [Proposed] Protective Order Governing Confidential Information. The [Proposed] Protective Order incorporating and effectuating the terms of this Stipulation is filed concurrently as a separate document (Document 34) for the Court's review and signature. The [Proposed] Protective Order contains all substantive provisions set forth in this Stipulation and includes a signature line for the Honorable Raymond Escobedo.
2. Exhibit A: Expert/Consultant Acknowledgment Form. Exhibit A to the [Proposed] Protective Order is a template acknowledgment form to be executed by any expert, consulting expert, or consultant before being given access to Designated Material. The form requires the following information and certifications:
(a) Full legal name of the expert or consultant;
(b) Firm name, institutional affiliation, or business name;
(c) Business address, telephone number, and email address;
(d) A certification that the expert or consultant has read the Protective Order in its entirety and understands the obligations imposed thereby;
(e) An agreement that the expert or consultant will be bound by all terms and conditions of the Protective Order, including but not limited to the restrictions on use, disclosure, and handling of Designated Material;
(f) An acknowledgment that the expert or consultant submits to the jurisdiction of the Superior Court of the State of California, County of Los Angeles, for purposes of enforcing compliance with the Protective Order;
(g) The expert's or consultant's signature;
(h) The date of execution; and
(i) A signature line for a witness or notary, if required by the retaining Party.
This Stipulation consists of the foregoing text, together with the attachments referenced herein. In the event of any conflict between the terms of this Stipulation and the terms of the [Proposed] Protective Order, the terms of the [Proposed] Protective Order, as entered by the Court, shall control.
MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated, | Lead Case No. 22STCV38214
(Consolidated with Case No. 22STCV39501)
Plaintiffs,
Assigned for All Purposes to:
v. | Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive, | STIPULATION RE: PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION
Defendants.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

STIPULATION RE: PROTECTIVE ORDER GOVERNING CONFIDENTIAL INFORMATION

I. PREAMBLE / PARTIES TO THE STIPULATION

II. RECITALS AND BACKGROUND

III. AGREEMENT AND STIPULATED TERMS

IV. PRAYER AND REQUEST FOR ORDER

V. SIGNATURES

PLAINTIFFS' COUNSEL

CASTELLANO BYRNE & SALAS LLP

PAGA CO-COUNSEL

VELTRANO EMPLOYMENT LAW GROUP PC

DEFENSE COUNSEL

CALDERWOOD & HARKNESS LLP

VI. ATTACHMENTS

Record

Parties

Dates

Amounts