1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

1

STIPULATION AND [PROPOSED] ORDER

Case No. 03:09-cv-00382 (CRB) (JCS)

Winston & Strawn LLP

101 California Street

San Francisco, CA 94111-5894

WINSTON & STRAWN LLP

Andrew P. Bridges (SBN: 122761) 

abridges@winston.com

Jennifer A. Golinveaux (SBN: 203056) 

jgolinveaux@winston.com

K. Joon Oh (SBN: 246142) 

koh@winston.com

J. Caleb Donaldson (SBN: 257271)

jcdonaldson@winston.com

101 California Street

San Francisco, CA 94111-5894

Telephone: 415-591-1000

Facsimile: 415-591-1400

Attorneys for Plaintiff

BARE ESCENTUALS BEAUTY, INC.

BRYAN CAVE LLP

Marcy J. Bergman (SBN 75826)

marcy.bergman@bryancave.com

Keith D. Klein (SBN: 184846)

keith.klein@bryancave.com

120 Broadway, Suite 300

Santa Monica, CA 90401-2386

Telephone: 310-576-2100

Facsimile: 310-576-2200

Attorneys for Defendant 

INTELLIGENT BEAUTY, LLC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

BARE ESCENTUALS BEAUTY, INC.,

Plaintiff,

vs.

INTELLIGENT BEAUTY, LLC,

and 

DOES 1-12,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

)

Case No. 03:09-cv-00382 (CRB) (JCS)

STIPULATION AND [PROPOSED] 

ORDER 

BARE ESCENTUALS BEAUTY, INC., through its attorneys of record, Winston & Strawn 

LLP, and INTELLIGENT BEAUTY, LLC, through its attorneys of record, Bryan Cave, LLP, 

STIPULATION

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 1 of 12
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

2

STIPULATION AND [PROPOSED] ORDER

Case No. 03:09-cv-00382 (CRB) (JCS)

Winston & Strawn LLP

101 California Street

San Francisco, CA 94111-5894

hereby stipulate that BARE ESCENTUALS BEAUTY, INC. is entitled to the order as set forth 

below as a complete resolution of this litigation.

IT IS SO STIPULATED.

Dated: April 26, 2010

BRYAN CAVE LLP

Dated: April 26, 2010

WINSTON & STRAWN LLP

/s/ Marcy J. Bergman

Marcy J. Bergman

Attorney for Defendant

INTELLIGENT BEAUTY, LLC

Andrew P. Bridges attests that Marcy Bergman has consented to the filing of this document.

/s/ Andrew P. Bridges

Andrew P. Bridges

Attorney for Plaintiff

BARE ESCENTUALS BEAUTY, INC.

/s/ Andrew P. Bridges

Andrew P. Bridges

[PROPOSED] ORDER

THIS MATTER having been brought to the Court by Winston & Strawn LLP, attorneys for 

Plaintiff and Counter-defendant BARE ESCENTUALS BEAUTY, INC., with the consent of the 

Defendant and Counterclaimant INTELLIGENT BEAUTY, LLC, and it appearing that the parties 

have entered into a Settlement Agreement dated March 4, 2010 to resolve the instant action and, as 

part of that Settlement Agreement, Defendant INTELLIGENT BEAUTY, LLC willingly has 

stipulated to the entry of an order by this Court, and good cause appearing therefor:

The Court having consideration of the Settlement Agreement between the parties, a redacted 

copy of which is attached to this Stipulation and Order as Exhibit A, the Court hereby orders that 

INTELLIGENT BEAUTY, LLC shall fully and faithfully abide by the terms of the Settlement 

Agreement. The Court shall retain jurisdiction of this matter with the full power to enforce the terms 

of the Court’s Order on such terms as the Court shall deem just and appropriate under the 

circumstances, including but not limited to contempt.

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 2 of 12
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

3

STIPULATION AND [PROPOSED] ORDER

Case No. 03:09-cv-00382 (CRB) (JCS)

Winston & Strawn LLP

101 California Street

San Francisco, CA 94111-5894

IT IS SO ORDERED, this ___ day of April, 2010.

Hon. Charles R. Breyer

United States District Judge

Northern District of California

SF:276215.3

27th

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORN

I

A

IT IS SO ORDERED

Judge Charles R. Breyer

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 3 of 12
EXHIBIT “A” TO 

STIPULATION AND 

[PROPOSED] ORDER

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 4 of 12
REDACTED SETTLEMENT AGREEMENT 

Bare Escentuals Beauty, Inc., a Delaware corporation with a place of business at 71 

Stevenson Street, San Francisco, California (“BARE ESCENTUALS”), and Intelligent Beauty 

LLC, a Delaware limited liability company with a place of business at 2301 Rosecrans Avenue, 

El Segundo, California (INTELLIGENT BEAUTY), hereby agree as set forth below as of March 

4, 2010 (the “Effective Date”). Bare Escentuals and Intelligent Beauty will sometimes be 

referred to hereinafter collectively as the “Parties” and individually as a “Party.” 

1. This agreement (the “Agreement”) resolves a dispute reflected in litigation brought by 

BARE ESCENTUALS against INTELLIGENT BEAUTY in the United States District Court for 

the Northern District of California, Case No. C-09-00382 CRB (JCS), in which BARE 

ESCENTUALS asserted claims of trademark infringement and false advertising, and 

INTELLIGENT BEAUTY asserted counterclaims of false advertising (the “Lawsuit”). 

2. [REDACTED] 

 [REDACTED] 

3. INTELLIGENT BEAUTY shall immediately discontinue the use, and instruct all 

advertisers to discontinue the use of the phrase “Better than Bare” or “Better than Bare Minerals” 

in any new advertising copy (regardless of media), publicly distributed marketing materials or 

public relations material, product package or product description in connection with the 

marketing, promotion or sale to the public of makeup offered and sold under the name “RAW 

Minerals,” “RAW Natural Minerals,” “RAW Natural Beauty” or any other mineral-based 

cosmetics. INTELLIGENT BEAUTY shall in any event discontinue all such copy no later than 

April 3, 2010. 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 5 of 12
Page 2 of 8 

4. INTELLIGENT BEAUTY shall immediately discontinue the use, and instruct all 

advertisers to discontinue the use, of the trademarks “bareMinerals” or “Bare Escentuals” or the 

use of “Bare” in a way that refers to makeup product in any advertising copy (regardless of 

media), publicly distributed marketing material or public relations material, product package or 

product description, including any statement in any such materials that states that a “RAW 

Minerals” or “RAW Natural Minerals” product is specifically compared to a “bareMinerals” 

product by name (as opposed to the market of mineral or non-mineral based cosmetics generally 

or without specificity). INTELLIGENT BEAUTY shall in any event discontinue all such copy 

no later than April 3, 2010. 

5. INTELLIGENT BEAUTY shall promptly, but in no event later than April 3, 2010, 

discontinue use of the RAWMINERALS and “Raw Minerals” trademarks. Solely to facilitate 

INTELLIGENT BEAUTY’s liquidation of current inventory of product and product packaging 

(including the Dermstore and Glow printed catalogs) bearing such marks for a period not 

extending beyond September 4, 2010 (the “Sell-off Period”), the Parties acknowledge and agree 

that INTELLIGENT BEAUTY has the right to, and BARE ESCENTUALS shall not object to, 

the delivery of products and packaging which bear the RAWMINERALS or “Raw Minerals” 

trademarks during the Sell-off Period. Following the earlier of INTELLIGENT BEAUTY’s 

liquidation of its present inventory of products bearing the RAWMINERALS and “RAW Minerals” 

mark or the expiration of the Sell-off Period, INTELLIGENT BEAUTY shall no longer offer or 

sell cosmetics under the name RAWMINERALS or “Raw Minerals.” INTELLIGENT BEAUTY 

represents and warrants that it will not place any further orders for additional product bearing the 

RAWMINERALS or “RAW Minerals” marks. Going forward, INTELLIGENT BEAUTY shall 

use its trademark “RAW Natural Minerals” to replace the “RAWMINERALS” trademark. 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 6 of 12
Page 3 of 8 

6. INTELLIGENT BEAUTY shall promptly withdraw its trademark registration application 

for the mark “Raw Minerals” (serial number 77/139,498) filed with the United States Patent and 

Trademark Office. 

7. INTELLIGENT BEAUTY, for itself and its predecessors, successors and assigns, 

whether or not a party hereto (collectively and individually, the “Intelligent Beauty Releasing 

Parties”), hereby fully, finally and completely release and forever discharge BARE 

ESCENTUALS, as well as its predecessors, successors, assigns, parents, subsidiaries, affiliates, 

employees, attorneys and agents, past, present and future, and their respective heirs, successors 

and assigns (collectively and individually, the “Bare Escentuals Released Parties”) of and from 

any and all claims, controversies, disputes, liabilities, obligations, demands, damages, debts, 

liens, rights, actions and causes of action of any and every nature whatsoever, whether known or 

unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist, from 

the beginning of time through the Effective Date. 

8. The release and waiver in Section 7 above is intended to be, and is, a full, complete and 

general release and waiver in favor of the Bare Escentuals Released Parties with respect to all 

claims, demands, causes of action, defenses and other matters described in the recitals above, and 

any claims, demands, causes of action or defenses, or anything which might give rise to liability 

upon Bare Escentuals Released Parties. 

9. The Intelligent Beauty Releasing Parties expressly waive the provisions of California 

Civil Code §1542 which reads as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO 

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING 

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST 

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT 

WITH THE DEBTOR. 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 7 of 12
Page 4 of 8 

10. INTELLIGENT BEAUTY, on behalf of itself and the other Intelligent Beauty Releasing 

Parties, acknowledges that it may have sustained damage, loss, cost or expense that is presently 

unknown or unsuspected, and that such damage, loss, cost or expense as may have been 

sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, 

INTELLIGENT BEAUTY, on behalf of itself and the other Intelligent Beauty Releasing Parties, 

acknowledges that this paragraph has been negotiated and agreed upon in light of this situation 

and expressly waives any and all rights which such person may have under Section 1542 of the 

California Civil Code, or any other state or federal statute or common law principle of similar 

effect. 

11. BARE ESCENTUALS, for itself and its predecessors, successors and assigns, whether or 

not a party hereto (collectively and individually, the “Bare Escentuals Releasing Parties”), 

hereby fully, finally and completely release and forever discharge INTELLIGENT BEAUTY, 

the Doe Defendants, as well their respective parents, subsidiaries, affiliates, partners, 

constituents, employees, attorneys and agents, past, present and future, and their respective heirs, 

successors and assigns (collectively and individually, “Intelligent Beauty Released Parties”) of 

and from any and all claims, controversies, disputes, liabilities, obligations, demands, damages, 

debts, liens, rights, actions and causes of action of any and every nature whatsoever, whether 

known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now 

exist, from the beginning of time through the Effective Date. 

12. The release and waiver in Section 11 above is intended to be, and is, a full, complete and 

general release and waiver in favor of the Intelligent Beauty Released Parties with respect to all 

claims, demands, causes of action, defenses and other matters described in the recitals above, and 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 8 of 12
Page 5 of 8 

any claims, demands, causes of action or defenses, or anything which might give rise to liability 

upon Intelligent Beauty Released Parties. 

13. The Bare Escentuals Releasing Parties expressly waive the provisions of California Civil 

Code §1542 which reads as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO 

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING 

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST 

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT 

WITH THE DEBTOR. 

14. BARE ESCENTUALS, on behalf of itself and the other Bare Escentuals Releasing 

Parties, acknowledges that it may have sustained damage, loss, cost or expense that is presently 

unknown or unsuspected, and that such damage, loss, cost or expense as may have been 

sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, 

BARE ESCENTUALS, on behalf of itself and the other Bare Escentuals Releasing Parties, 

acknowledges that this paragraph has been negotiated and agreed upon in light of this situation 

and expressly waives any and all rights which such person may have under Section 1542 of the 

California Civil Code, or any other state or federal statute or common law principle of similar 

effect. 

15. The Parties acknowledge that this Agreement represents a compromise of disputed claims 

and shall not be considered an admission of liability by any Party for any purpose. All of the 

Parties hereto acknowledge that no representation or promise not expressly set forth in this 

Agreement (in its definitive, unredacted form) has been made by any other Party hereto or by 

any of their agents, servants, employees, representatives, attorneys or accountants, and that there 

are no representations or promises which are not expressly set forth herein in its definitive, 

unredacted form.. 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 9 of 12
Page 6 of 8 

16. INTELLIGENT BEAUTY agrees that it will instruct its counsel and will take all 

necessary steps to have a stipulation and order in substance identical to the stipulation and order 

attached to this Agreement as Exhibit A entered by the Court in this matter (with this Agreement 

as redacted pursuant to Section 24 below attached to, and made a part of, that stipulation and 

order) [EXHIBIT A IS OMITTED FROM THIS REDACTED VERSION. IT CORRESPONDS 

TO THE STIPULATION AND PROPOSED ORDER THAT THE PARTIES ARE 

SUBMITTING WITH THIS REDACTED SETTLEMENT AGREEMENT].

17. California law shall govern this Agreement without regard to conflicts of law principles. 

The parties agree that the United States District Court for the Northern District of California 

shall exercise continuing jurisdiction over the dispute, including for the purpose of enforcing this 

Agreement, as provided in the stipulation and order attached as Exhibit A. 

18. The Parties agree that they shall execute any further documents necessary to give effect 

to their promises and obligations. 

19. The Protective Order entered in this case shall remain in effect notwithstanding entry of 

judgment pursuant to Exhibit A. 

20. This Agreement may not be altered, modified, amended or changed in any way, nor any 

term waived, except by a writing duly executed by each of the Parties. 

21. This Agreement may be executed in more than one or more counterparts, each of which 

shall be deemed an original, but all of which together shall constitute one and the same 

instrument. A facsimile transmission shall be treated as valid as an original. 

22. Each of the persons executing this Agreement represents and warrants that he or she is 

duly authorized to execute the Agreement on behalf of the party for which he or she executes it, 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 10 of 12
Page 7 of 8 

and each of the Parties represents and warrants that it is duly authorized to enter into this 

Agreement. 

23. This Agreement in its definitive, unredacted form, including all Exhibits attached hereto, 

which are herein incorporated by reference, constitutes the entire agreement and understanding 

among the Parties, and supersedes any prior agreements, negotiations, or understanding between 

or among them relating to the Lawsuit. Each of the Parties acknowledges that it is not entering 

into this Agreement on the basis of any representation, warranty or promise not expressly 

contained in this Agreement in its definitive, unredacted form, and that no promises or 

inducements other than those expressly set forth herein have been made to cause any party to 

execute this Agreement. 

24. The Parties and their respective counsel agree that they will not disclose the terms set 

forth in Section 2 of this Agreement, except as provided in this Section 24. The Parties and their 

respective counsel are not, however, precluded from disclosing such information to their 

accountants, insurers, tax preparers, paid financial advisors and/or any governmental authority 

which might compel the disclosure of such information. Notwithstanding the foregoing, if any 

Party receives a subpoena or other governmental or judicial process seeking to compel the 

disclosure of such information, it shall be the responsibility of the Party that receives the 

subpoena or other governmental or judicial process to notify all other Parties to this Agreement 

within two court days of receipt, thus affording the other Parties to this Agreement an 

opportunity to move to quash the subpoena and/or oppose the entry of any order seeking to 

compel the disclosure of such information. To maintain the confidentiality of Section 2 above, 

the Parties shall submit a redacted version of this Agreement to the Court with the terms of 

Section 2 omitted. 

Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 11 of 12
Case 3:09-cv-00382-CRB Document 116 Filed 04/27/10 Page 12 of 12