UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

) 

FEDERAL TRADE COMMISSION, ) 

) 

Plaintiff, ) 

RECEIVED 

DEC 19 2011 

Clerk, U.S. Dis!" Courts tor the 01 ;1 & Bankruptcy s rlct ot Columbia 

v. ) 

) 

1: ll-cv-0223 9-RL W 

GRACO INC., ) 

) 

ILLINOIS TOOL WORKS INC., and ) 

) 

ITW FINISHING LLC, ) 

) 

Defendants. 

--

) 

.) 

MOTION FOR ENTRY OF 

INTERIM PROTECTIVE ORDER 

Plaintiff Federal Trade Connnission respectfully moves the Court for the entry of the 

Interim Protective Order, a copy of which is attached, that shall be in effect until such time as the 

Comi enters a final protective order. The Interim Protective Order is essentially identical as the 

protective order that Federal Trade Commission Rule 3.31(d)

, 16 C.F.R. § 3.31(d), requires in 

this matter's administrative proceeding. Pursuant to Rule 3.31(d)

, Administrative Law Judge D. 

Michael Chappell issued a protective order on December 16, 2011. See Exhibit 1. 

Defendants Oraco, Inc., Illinois Tool Works Inc., and ITW Finishing LLC neither oppose 

nor join this motion. Counsel for each of the defendants, on behalf of their clients, agreed to be 

bound by the protective order required by Rule 3.31(b) "in any jurisdiction that the FTC may 

bring substantially the same matter." See Exhibits 2-3. The Interim Protective Order shall not 

prejudice any party seeking modification of any of the provisions for purposes of the permanent 

protective order. 
Dated: December 19, 2011 R 

Assistant Director 

PETER RlCHMAN 

MARC W. SCHNEIDER 

BRlAN TELPNER (D.C. BarNo. 462812) 

ROBERT FRlEDMAN 

AMANDA HAMILTON (D.C. Bar No. 499646) 

CATHLIN TULLY 

ANNA CHEHTOV A 

Attorneys 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W. 

Washington, DC 20580 

(202) 326-2805 

Richard A. Feinstein 

Director 

Norman A. Armstrong, JI. 

Deputy Director 

Federal Trade Commission 

Bureau of Competition 

Willard K. Tom 

General Counsel 

Federal Trade Commission 

Attorneys for the Plaintiff 

2 
CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on the 19th day of December 2011, I served the attached on 

the following counsel by electronic mail (PDF): 

Richard G. Parker 

O'Me1veny & Myers LLP 

1625 Eye Street, NW 

Washington, DC 20006 

RParker@omm.com 

Counsel for Defendant Graco Inc. 

J. Robert Robertson 

Hogan Lovells US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

Robby.Robertson@hoganlovells.com 

Logan Breed 

Hogan Lovells US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

Logan.Breed@hoganlovells.com 

Counsel for Defendants Illinois Tool Works Inc. and 

ITW Finishing LLC 

Q1J� \vQu. � 

Amanda Hamilton CDCBN 499646) 

COlmsel for Plaintiff 

Federal Trade Commission 
EXHIBIT 1 

Motion for Entry of Interim Protective Order 

Case No. 1:11-CV-02239-RLW 
UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

GRACOINC., 

a corporation, and 

ILLINOIS TOOL WORKS INC., 

a corporation, and 

ITW FINISHING LLC, 

a limited liability company, 

Respondents. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

DOCKET NO. 9350 

PROTECTIVE ORDER GOVERNING DISCOVERY MATERIAL 

Commission Rule 3.31 (d) states: "In order to protect the parties and third parties 

a gainst improper use and disclosure of confidential information, the Administrative Law 

Judge shall issue a protective order as set forth in the appendix to this section." 16 C.F.R. 

§ 3.31(d). Pursuant to Commission Rule 3.31(d), the protectiVe order set forth in the 

appendix to that section is attached verbatim as Attachment A and is hereby issued. 

ORDERED: 

D. Michael Chappell 

Chief Administrative Law Judge 

Date: December 16, 201 I 
ATTACHMENT A 

For the purpose of protecting the interests of the parties and third parties in the 

above-captioned matter against improper use and disclosure of confidential information 

submitted or produced in connection with this matter: 

IT IS HEREBY ORDERED THAT this Protective Order Governing 

Confidential Material ("Protective Order") shall govern the handling of all Discovery 

Material, as hereafter defined. 

1. As used in this Order, "confidential material" shall refer to any document or portion 

thereof that contains privileged, competitively sensitive information, or sensitive personal 

information. "Sensitive personal information" shall refer to, but shall not be limited to, 

an individual's Social Security number, taxpayer identification number, financial account 

number, credit card or debit card number, driver's license number, state-issued 

identification number, passport number, date of birth (other than year), and any sensitive 

health information identifiable by individual, such as an individual's medical records. 

"Document" shall refer to any discoverable writing, recording, transcript of oral 

testimony, or electronically stored information in the possession of a party or a third 

party. "Commission" shall refer to the Federal Trade Commission C'FTC"), or any oflts 

employees, agents, attorneys, and all other persons acting on its behalf, excluding persons 

retained as consultants or experts for purposes of this proceeding. 

2. Any document or portion thereof submitted by a respondent or a third party during a 

Federal Trade Commission investigation or during the course of this proceeding that is 

entitled to confidentiality under the Federal Trade Commission Act, or any regulation, 

interpretation, or precedelit concerning documents in the possession of the Commission, 

as well as any infonnation taken from any portion of such document, shall be treated as 

confidential material for purposes of this Order. The identity of a third party submitting 

such confidential material shall also be treated as confidential material for the purposes of 

this Order where the submitter has requested such confidential treatment. 

3. The parties and any third parties, in complying with informal discovery requests, 

disclosure requirements, or discovery demands in this proceeding may designate any 

responsive document or portion thereof as confidential material, including documents 

obtained by them from third parties pursuant to discovery or as otherwise obtained. 

4. The parties, in conducting discovery from third pruties, shall provide to each third 

pru'ty a copy of this Order so as to inform each such third party of his, her, or its rights 

herein. 

5. A designation of confidentiality shall constitute a representation in good faith and after 

careful determination that the material is not reasonably believed to be already in the 

public domain and that counsel believes the material so designated oonstitutes 

confidential material as defined in Paragraph I of this Order. 

2 
6. Material may be designated as confidential by placing on or affixing to the document 

containing such material (in such manner as will not interfere with the legibility thereof), 

or if an entire folder or box of documents is confidential by placing or affixing to that 

folder or box, the designation "CONFIDENTIAL-FTC Docket No. 9350" or any other 

appropriate notice that identifies this proceeding, together with an indication of the 

portion or portions of the document considered to be confidential material. Confidential 

information contained in electronic documents may also be designated as confidential by 

placing the designation "CONFIDENTIAL-FTC Docket No. 9350" or any other 

appropriate notice that identifies this proceeding, on the face of the CD or DVD or other 

medium on which the document is produced. Masked or otherwise redacted copies of 

documents may be produced where the portions deleted contain privileged matter, 

provided that the copy produced shall indicate at the appropriate point that portions have 

been deleted and the reasons therefor. 

7. Confidential material shall be disclosed only to: (a) the Administrative Law Judge 

presiding over this proceeding, personnel assisting the Administrative Law Judge, the 

Commission and its employees, and personnel retained by the Commission as experts or 

consultants for this proceeding; (b) judges and other court personnel of any court having 

jurisdiction over any appeilate proceedings involving this matter; (c) outside counsel of 

record for any respondent, their associated attorneys and other employees of their law 

firm(s), provided they are not employees of a respondent; (d) anyone retained to assist 

outside counsel in the preparation or hearing of this proceeding including consultants, 

provided they are not affiliated in any way with a respondent and have signed an 

agreement to abide by the terms of the protective bfder; and (e) any witness or deponent 

who may have authored or received the information in question. 

8. Disclosure of confidential material to any person described in Paragraph 7 of this 

Order shall be only for the purposes of the preparation and hearing of this proceeding, or 

any appeal therefrom, and for no other purpose whatsoever, provided, however, that the 

Commission may, subject to taking appropriate steps to preserve the confidentiality of 

such material, use or disclose confidential material as provided by its Rules of Practice; 

sections 6(f) and 21 ofthe Federal Trade Commission Act; or any other legal obligation 

imposed upon the Commission. 

9. In the event that any confidential material is contained in any pleading, motion, exhibit 

or other paper filed or to be filed with the Secretary of the Commission, the Secretary 

shall be so informed by the Party filing such papers, and such papers shall be filed in 

camera. To the extent that such material was originally submitted by a third party, the 

party including the materials in its papers shall immediately notify the submitter of such 

inclusion. Confidential material contained in the papers shall continue to have in camera 

treatment until further order of the Administrative Law Judge, provided, however, that 

such papers may be furnished to persons or entities who may receive confidential 

material pursuant to Paragraphs 7 or 8. Upon or after filing any paper containing 

confidential material, the filing party shall file on the public record a dUplicate copy of 

the paper that does not reveal confidential material. Further, if the protection for any 

such material expires, a party may file on the public record a duplicate copy which also 

contains the formerly protected material. 

3 
10. If counsel plans to introduce into evidence at the hearing any document or transcript 

containing confidential material produced by another party or by a third party, they shall 

provide advance notice to the other party or third party for purposes of allowing that 

party to seek an order that the document or transcript be granted in camera treatment. If 

that party wishes in camera treatment for the document or transcript, the party shall file 

an appropriate motion with the Administrative Law Judge within 5 days after it receives 

such notice. Except where such an order is granted, all documents and transcripts shall 

be part of the public record. Where in camera treatment is granted, a duplicate copy of 

such docmnent or transcript with the confidential material deleted therefrom may be 

placed on the public record. 

11. If any party receives a discovery request in any inVestigation or in any other 

proceeding or matter that may require the disclosure of confidential material submitted by 

another party or third party, the recipient of the discovery request shall promptly notify 

the submitter of receipt of such request. Unless a sholter time is mandated by an order of 

a comt, such notification shall be in writing and be received by the submitter at least 10 

business days before production, and shall include a copy of this Protective Order and a 

cover letter that will apprise the submitter of its rights hereunder. Nothing herein shall be 

construed as requiring the recipient of the discovery request or anyone else covered by 

this Order to challenge Of appeal any order requiring production of confidential material, 

to subject itself to any penalties for non-compliance with any such order, or to seek any 

relief from the Administrative Law Judge or the Commission. The recipient shall not 

oppose tlIe submitter's efforts to challenge the disclosure of confidential material. ln 

addition, nothing herein shaIl limit the applicability of Rule 4.11 (e) of the Commission's 

Rules of Practice, 16 CFR 4.11(e), to discovery requests in another proceeding that are 

directed to the Commission. 

12. At the time that any consultant or other person retained to assist counsel in the 

preparation of this action concludes participation in the action, such person shall return to 

counsel all copies of documents or portions thereof designated confidential that are in the 

possession of such person, together with alI notes, memoranda or other papers containing 

confidential information. At the conclusion of this proceeding, including the exhaustion 

of judicial review, the parties shall return documents obtained in this action to their 

submitters, provided, however, that the Commission's obligation to return documents 

shall be governed by the provisions of Rule 4.12 of the Rules of Practice, 16 CFR 4.12. 

13. The provisions of this Protective Order, insofar as they restrict the communication 

and use of confidential discovery material, shall, without written permission anhe 

submitter or further order of the CommissiOti, continue to be binding after the conclusion 

of this proceeding. 

4 
EXHIBIT 2 

Motion for Entry of Interim Protective Order 

Case No. 1:11-CV-02239-RLW 
Hamilton, Amanda 

From: 

Sent: 

To: 

Cc: 

Subject: 

Attachments: 

Phil; 

Parker, Richard <Rparker@OMM.com> 

Thursday, December 15, 2011 4:58 PM 

Broyles, Phillip L. 

Robertson, J. Robert (robby.robertson@hoganlovells.com); Antallcs, Michael; Robson, Katrina 

Protective Order 

Interim Protective Order_signed. pdf 

I am attaching a protective order that I have signed along with counsel for ITW. On behalf of my client and without 

waiving any rights that my client may have, we agree to the attached protective order and also agree to be bound by it 

in any other jurisdiction in which the FTC may bring substantially the same matter. By signing the protective order, 

however, I am not intending by that document to be filing an appearance in either the part 3 case or in any related 

federal case. 

You also asked whether I could sign a motion for federal court. I do not have authority to sign any motion in federal 

court at this point. However, I believe that Complaint Counsel must serve us with the federal complaint and all the 

pleadings filed therein. You may mark them provisionally outside counsel only for now, which would mean, as I have 

agreed to the terms of the protective order, that I would not disclose these documents to any other party, including my 

client. 

As for accepting service of pleadings by email, without waiving any rights that we may have in answering or otherwise 

pleading in the federal or administrative action, we can accept email service. 

One more administrative point, please add Kati Robson (krobson@omm.com) as a cc: on your emails to me. 

Thanks, 

Rich 
UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

In the Matter of ) 

) 

GRACO INC., ) 

a corporation, ) 

) 

ILLINOIS TOOL WORKS INC. ) 

a corporation, and ) 

) 

ITW FINISHING LLC ) 

--

a limited liability company. ) 

) 

For the purpose of protecting the interests of the parties and 

third parties in the above-captioned matter against improper use 

and disclosure of confidential information submitted or 

produced in connection with this matter: 

IT IS HEREBY ORDERED THAT this Protective Order 

Governing Confidential Material ("Protective Order") shall 

govern the handling of all Discovery Material, as hereafter 

defined. 

1. As used in this Order. "confidential material" shall refer to 

any document or portion thereof that contains privileged 

information, competitively sensitive information, or sensitive 

personal information. "Sensitive personal information" shall 

refer to, but shall not be limited to, an individual's Social 
Security number, taxpayer identification number, financial 

account number, credit card or debit card number, driver's 

license number, state-issued identification number, passport 

number, date of birth (other than year), and any sensitive health 

information identifiable by individual, such as an individual's 

medical records. "Document" shall refer to any discoverable 

writing, recording, transcript of oral testimony, or electronically 

stored information in the possession of a party or a third party. 

"Commission" shall refer to the Federal Trade Commission 

("FTC"), or any of its employees, agents, attorneys, and all other 

persons acting on its behalf, excluding persons retained as 

consultants or experts for purposes of this proceeding. 

2. Any document or portion thereof submitted by a respondent 

or a third party during a Federal Trade Commission 

investigation or during the course of this proceeding that is 

entitled to confidentiality under the Federal Trade Commission 

Act, or any other federal statute or regulation, or under any 

federal COUlt or Commission precedent interpreting such statute 

or regulation, as well as any information that discloses the 

substance of the contents of any confidential materials derived 

from a document subject to this Order, shall be treated as 

confidential material for purposes of this Order. The identity of 

a third party submitting such confidential material shall also be 

treated as confidential material for the purposes of this Order 

where the submitter has requested such confidential treatment. 

3. The parties and any third parties, in complying with informal 

discovery requests, disclosure requirements, or discovery 

demands in this proceeding may designate any responsive 

document or portion thereof as confidential material, including 

documents obtained by them from third patties pursuant to 
discovery or as otherwise obtained. 

4. The parties, in conducting discovery from third parties, shall 

provide to each third party a copy of this Order so as to inform 

each such third party of his, her, or its rights herein. 

5. A designation of confidentiality shall constitute a 

representation in good faith and after careful determination that 

the material is not reasonably believed to be already in the 

public domain and that counsel believes the material so 

designated constitutes confidential material as defined in 

Paragraph 1 of this Order. 

6. Material may be designated as confidential by placing on or 

affixing to the document containing such material (in such 

manner as will not interfere with the legibility thereof), or if an 

entire folder or box of documents is confidential by placing or 

affixing to that folder or box, the designation 

"CONFIDENTIAL-FTC Docket No. XX" or any other 

appropriate notice that identifies this proceeding, together with 

an indication of the portion or portions of the document 

considered to be confidential material. Confidential information 

contained in electronic documents may also be designated as 

confidential by placing the designation "CONFIDENTIALFTC Docket No. XXXX" or any other appropriate notice that 

identifies this proceeding, on the face of the CD or DVD or 

other medium on which the document is produced. Masked or 

otherwise redacted copies of documents may be produced where 

the portions masked or redacted contain privileged matter, 

provided that the copy produced shall indicate at the appropriate 

point that portions have been masked or redacted and the 

reasons therefor. 
7. Confidential material shall be disclosed only to: (a) the 

Administrative Law Judge presiding over this proceeding, 

personnel assisting the Administrative Law Judge, the 

Commission and its employees, and personnel retained by the 

Commission as experts or consultants for this proceeding; (b) 

judges and other court personnel of any court having jurisdiction 

over any appellate proceedings involving this matter; (c) outside 

counsel of record for any respondent, their associated attorneys 

and other employees of their law firm(s), provided they are not 

employees of a respondent; (d) anyone retained to assist outside 

counsel in the preparation or hearing of this proceeding 

including consultants, provided they are not affiliated in any 

way with a respondent and have signed an agreement to abide 

by the terms of the protective order; and ( e) any witness or 

deponent who may have authored or received the information in 

question. 

8. Disclosure of confidential material to any person described in 

Paragraph 7 of this Order shall be only for the purposes of the 

preparation and hearing of this proceeding, or any appeal 

therefrom, and for no other purpose whatsoever, provided, 

however, that the Commission may, subject to taking 

appropriate steps to preserve the confidentiality of such material, 

use or disclose confidential material as provided by its Rules of 

Practice; sections 6(f) and 21 of the Federal Trade Commission 

Act; or any other legal obligation imposed upon the Commission. 

9. In the event that any confidential material is contained in any 

pleading, motion, exhibit or other paper filed or to be filed with 

the Secretary of the Commission, the Secretary shall be so 

informed by the Party filing such papers, and such papers shall 

be filed in camera . To the extent that such material was 
originally submitted by a third party, the party including the 

materials in its papers shall immediately notify the submitter of 

such inclusion. Confidential material contained in the papers 

shall continue to have in camera treatment until further order of 

the Administrative Law Judge, provided, however, that such 

papers may be furnished to persons or entities who may receive 

confidential material pursuant to Paragraphs 7 or 8. Upon or 

after filing any paper containing confidential material, the filing 

party shall file on the public record a duplicate copy of the paper 

that does not reveal confidential material. Further, if the 

protection for any such material expires, a party may file on the 

public record a duplicate copy which also contains the formerly 

protected material. 

10. If counsel plans to introduce into evidence at the hearing any 

document or transcript containing confidential material 

produced by another party or by a third party, they shall provide 

advance notice to the other party or third party for purposes of 

allowing that party to seek an order that the document or 

transcript be granted in camera treatment. If that party wishes in 

camera treatment for the document or transcript, the party shall 

file an appropriate motion with the Administrative Law Judge 

within 5 days after it receives such notice. Except where such an 

order is granted, all documents and transcripts shall be part of 

the public record. Where in camera treatment is granted, a 

duplicate copy of such document or transcript with the 

confidential material deleted therefrom may be placed on the 

public record. 

11. If any party receives a discovery request in any investigation 

or in any other proceeding or matter that may require the 

disclosure of confidential material submitted by another party or 
third party, the recipient of the discovery request shall promptly 

notify the submitter of receipt of such request. Unless a shorter 

time is mandated by an order of a court, such notification shall 

be in writing and be received by the submitter at least 10 

business days before production, and shall include a copy of this 

Protective Order and a cover letter that will apprise the submitter 

of its rights hereunder. Nothing herein shall be construed as 

requiring the recipient of the discovery request or anyone else 

covered by this Order to challenge or appeal any order requiring 

production of confidential material, to subject itself to any 

penalties for non-compliance with any such order, or to seek any 

relief from the Administrative Law Judge or the Commission. 

The recipient shall not oppose the submitter's efforts to 

challenge the disclosure of confidential material. In addition, 

nothing herein shall limit the applicability of Rule 4 .11 (e) of the 

Commission's Rules of Practice, 16 CPR 4.11(e), to discovery 

requests in another proceeding that are directed to the 

Commission. 

12. At the time that any consultant or other person retained to 

assist counsel in the preparation of this action concludes 

participation in the action, such person shall return to counsel all 

copies of documents or portions thereof designated confidential 

that are in the possession of such person, together with all notes, 

memoranda or other papers containing confidential information. 

At the conclusion of this proceeding, including the exhaustion of 

judicial review, the parties shall return documents obtained in 

this action to their submitters, provided, however, that the 

Commission's obligation to return documents shall be governed 

by the provisions of Rule 4.12 of the Rules of Practice, 16 CPR 

4.12. 
13. The provisions of this Protective Order, insofar as they 

restrict the communication and use of confidential discovery 

material, shall, without written permission of the submitter or 

further order of the Commission, continue to be binding after the 

conclusion of this proceeding. 

omp 

.. ,n,'Hard Par er 

O'Melveny & Myers LLP 

Attorney for 

GRACO INC. 

Respondent 

J. Robert Robertson 

Hogan Lovells US LLP 

Attorney for 

ILLINOIS TOOL WORKS INC. and 

ITW FINISHING LLC 

Respondents 
EXHIBIT 3 

Motion for Entry of Interim Protective Order 

Case No. 1:11-CV-02239-RLW 
Hamilton, Amanda 

From: 

Sent: 

To: 

Cc: 

Subject: 

Attachments: 

Phil: 

Robertson, J. Robert <robby.robertson@hoganlovells.com> 

Thursday, December 15, 2011 3:50 PM 

Broyles, Phillip L.; 'Richard (Rich) Parker' 

Richman, Peter; Breed, Logan M.; Edwards-Ford, Meghan C.; 'Torain, Ernest' 

RE: Interim Protective Order 

DOC059.PDF 

Attached is a signed protective order that I scanned directly from the part 3 rules. Judge Chappell typically does not sign 

them but usually puts a cover order on top of the protective order. On behalf of my client and without waiving any 

rights that my client may have, we agree to the attached protective order and also agree to be bound by it in any other 

jurisdiction that the FTC may bring substantially the same matter. This is all that defendants typically do at this point, 

and is all that I did in LabCorp. In fact, I merely sent an email that I agreed to be bound by the protective order in the 

part 3 rules. By Signing the protective order, however, I am not intending by that document to be filing an appearance 

in either the part 3 case or In any related federal case. 

You asked whether I could sign a motion for federal court. I do not have authority to sign any motion in federal court at 

this point, and did not do so in LabCorp at this point. However, I believe that Complaint Counsel must serve us with the 

federal complaint and all the pleadings filed therein. You may mark them provisionally outside counsel only for now, as I 

have agreed to the terms of the protective order not to disclose them to any other party, including my client. We can 

then proceed from there. 

As for accepting service of pleadings by email, without waiving any rights that we may have in answering or otherwise 

pleading in the federal or administrative action, we can accept email service. You will likely have to break up the 

transmissions, because they are likely to jam your system. You may also want to include the court's waiver of process 

form with the pleadings, so I can send that document to my client for approval. 

I believe that those are the immediate items that you asked me about. If you need anything else, please let me know. 

Robby 

J.Robert Robertson 

Partner 

Hogan Lov.lIs US LLP 

Columbia Square 

555 Thirteenth Street, NW 

Washington, DC 20004 

Tel: 

Direct: 

iPhone: 

Email: 

+1 202 637 5600 

+1 2026375774 

+1 773 844 6024 

robbY,fober1son@hoganlovells,corn 

www.hogan!ovells.com 

Pleaso oonsider tfuo; environment beforo printing this e-mail. 
From: Broyles, Phillip L. [mailto:PBROYLES@ftc.gov] 

Sent: Thursday, December 15, 2011 2:39 PM 

To: 'Richard (Rich) Parker'; Robertson, J. Robert 

Cc: Richman, Peter 

Subject: Interim Protective Order 

Gentlemen, 

As discussed with Rich, please find attached a Joint Motion for Interim Stipulated P rotective Order and a Proposed 

Protective Order. We must have a protective order in place before I can share with the complaint, brief, and exhibits, all 

of which we intend to file under seal. Please contact me if you have any questions. Thanks. 

Phill Broyles 

Assistant Director 

Mergers III 

202-326-2805 

202-460-8715 (M) 

About Hogan Lovells 

Hogan Lovells is an international legal practice that includes Hogan LoveJls US LLP and Hogan Lovells International LLP. For more information, see 

www.hoganlovells.com. 

CONFIDENTIALITY. This email and any attachments are confidential, except where the email states it can be disclosed; it may also be privileged. If 

received in error, please do-not disclose the contents to anyone, but notify the sender by return email and delete this email (and any attachments) from 

your system. 

2 
UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

In the Matter of ) 

) 

GRACO INC., ) 

a corporation, ) 

) 

ILLINOIS TOOL WORKS INC. ) 

a corporation, and ) 

) 

ITW FINISHING LLC ) 

--

a limited liability company. ) 

) 

For the purpose of protecting the interests of the parties and 

third parties in the above-captioned matter against improper use 

and disclosure of confidential information submitted or 

produced in connection with this matter: 

IT IS HEREBY ORDERED THAT this Protective Order 

Governing Confidential Material ("Protective Order") shall 

govern the handling of all Discovery Material, as hereafter 

defined. 

1. As used in this Order, "confidential material" shall refer to 

any document or portion thereof that contains privileged 

information, competitively sensitive information, or sensitive 

personal information. "Sensitive personal information" shall 

refer to, but shall not be limited to, an individual's Social 
Security number, taxpayer identification number, financial 

account number, credit card or debit card number, driver's 

license number, state-issued identification number, passport 

number, date of birth (other than year), and any sensitive health 

information identifiable by individual, such as an individual's 

medical records. "Document" shall refer to any discoverable 

writing, recording, transcript of oral testimony, or electronically 

stored information in the possession of a party or a third party. 

"Commission" shall refer to the Federal Trade Commission 

("FTC"), or any of its employees, agents, attorneys, and all other 

persons acting on its behalf, excluding persons retained as 

consultants or experts for purposes of this proceeding. 

2. Any document or portion thereof submitted by a respondent 

or a third party during a Federal Trade Commission 

investigation or during the course of this proceeding that is 

entitled to confidentiality under the Federal Trade Commission 

Act, or any other federal statute or regulation, or under any 

federal court or Commission precedent interpreting such statute 

or regulation, as well as any information that discloses the 

substance of the contents of any confidential materials derived 

from a document subject to this Order, shall be treated as 

confidential material for purposes of this Order. The identity of 

a third party submitting such confidential material shall also be 

treated as confidential material for the purposes of this Order 

where the submitter has requested such confidential treatment. 

3. The parties and any third parties, in complying with informal 

discovery requests, disclosure requirements, or discovery 

demands in this proceeding may designate any responsive 

document or portion thereof as confidential material, including 

documents obtained by them from third parties pursuant to 
discovery or as otherwise obtained. 

4. The parties, in conducting discovery from third parties, shall 

provide to each third party a copy of this Order so as to inform 

each such third party of his, her, or its rights herein. 

5. A designation of confidentiality shall constitute a 

representation in good faith and after careful determination that 

the material is not reasonably believed to be already in the 

public domain and that counsel believes the material so 

designated constitutes confidential material as defined in 

Paragraph 1 of this Order. 

6. Material may be designated as confidential by placing on or 

affixing to the document containing such material (in such 

manner as will not interfere with the legibility thereof), or if an 

entire folder or box of documents is confidential by placing or 

affixing to that folder or box, the designation 

"CONFIDENTIAL-FTC Docket No. XX" or any other 

appropriate notice that identifies this proceeding, together with 

an indication of the portion or portions of the document 

considered to be confidential material. Confidential information 

contained in electronic documents may also be designated as 

confidential by placing the designation "CONFIDENTIALFTC Docket No. XXXX" or any other appropriate notice that 

identifies this proceeding, on the face of the CD or DVD or 

other medium on which the document is produced. Masked or 

otherwise redacted copies of documents may be produced where 

the portions masked or redacted contain privileged matter, 

provided that the copy produced shall indicate at the appropriate 

point that portions have been masked or redacted and the 

reasons therefor. 
7. Confidential material shall be disclosed only to: (a) the 

Administrative Law Judge presiding over this proceeding, 

personnel assisting the Administrative Law Judge, the 

Commission and its employees, and personnel retained by the 

Commission. as experts or consultants for this proceeding; (b) 

judges and other court personnel of any court having jurisdiction 

over any appellate proceedings involving this matter; (c) outside 

counsel of record for any respondent, their associated attorneys 

and other employees of their law firm(s), provided they are not 

employees of a respondent; (d) anyone retained to assist outside 

counsel in the preparation or hearing of this proceeding 

including consultants, provided they are not affiliated in any 

way with a respondent and have signed an agreement to abide 

by the terms of the protective order; and (e) any witness or 

deponent who may have authored or received the information in 

question. 

8. Disclosure of confidential material to any person described in 

Paragraph 7 of this Order shall be only for the purposes of the 

preparation and hearing of this proceeding, or any appeal 

therefrom, and for no other purpose whatsoever, provided, 

however, that the Commission may, subject to taking 

appropriate steps to preserve the confidentiality of such material, 

use or disclose confidential material as provided by its Rules of 

Practice; sections 6(f) and 21 of the Federal Trade Commission 

Act; or any other legal obligation imposed upon the Commission. 

9. In the event that any confidential material is contained in any 

pleading, motion, exhibit or other paper filed or to be filed with 

the Secretary of the Commission, the Secretary shall be so 

informed by the Party filing such papers, and such papers shall 

be filed in camera . To the extent that such material was 
originally submitted by a third party, the party including the 

materials in its papers shall immediately notify the submitter of 

such inclusion. Confidential material contained in the papers 

shall continue to have in camera treatment until further order of 

the Administrative Law Judge, provided, however, that such 

papers may be furnished to persons or entities who may receive 

confidential material pursuant to Paragraphs 7 or 8. Upon or 

after filing any paper containing confidential material, the filing 

party shall file on the public record a duplicate copy of the paper 

that does not reveal confidential material. Further, if the 

protection for any such material expires, a party may file on the 

public record a duplicate copy which also contains the formerly 

protected material. 

10. If counsel plans to introduce into evidence at the hearing any 

document or transcript containing confidential material 

produced by another party or by a third party, they shall provide 

advance notice to the other party or third party for purposes of 

allowing that party to seek an order that the document or 

transcript be granted in camera treatment. If that party wishes in 

camera treatment for the document or transcript, the party shall 

file an appropriate motion with the Administrative Law Judge ' 

within 5 days after it receives such notice. Except where such an 

order is granted, all documents and transcripts shall be part of 

the public record. Where in camera treatment is granted, a 

duplicate copy of such document or transcript with the 

confidential material deleted therefrom may be placed on the 

public record. 

1 1. If any party receives a discovery request in any investigation 

or in any other proceeding or matter that may require the 

disclosure of confidential material submitted by another party or 
third party, the recipient of the discovery request shall promptly 

notify the submitter of receipt of such request. Unless a shorter 

time is mandated by an order of a court, such notification shall 

be in writing and be received by the submitter at least 10 

business days before production, and shall include a copy of this 

Protective Order and a cover letter that will apprise the submitter 

of its rights hereunder. Nothing herein shall be construed as 

requiring the recipient of the discovery request or anyone else 

covered by this Order to challenge or appeal any order requiring 

production of confidential material, to subject itself to any 

penalties for non-compliance with any such order, or to seek any 

relief from the Administrative Law Judge or the Commission. 

The recipient shall not oppose the submitter's efforts to 

challenge the disclosure of confidential material. In addition, 

nothing herein shall limit the applicability of Rule 4.11(e) of the 

Commission's Rules of Practice, 16 CFR 4.11(e), to discovery 

requests in another proceeding that are directed to the 

Commission. 

12. At the time that any consultant or other person retained to 

assist counsel in the preparation of this action concludes 

participation in the action, such person shall return to counsel all 

copies of documents or portions thereof designated confidential 

that are in the possession of such person, together with all notes, 

memoranda or other papers containing confidential information. 

At the conclusion of this proceeding, including the exhaustion of 

judicial review, the parties shall return documents obtained in 

this action to their submitters, provided, however, that the 

Commission's obligation to return documents shall be governed 

by the provisions of Rule 4.12 of the Rules of Practice, 16 CFR 

4.12. 
13. The provisions of this Protective Order, insofar as they 

restrict the communication and use of confidential discovery 

material, shall, without written permission of the submitter or 

further order of the Commission, continue to be binding after the 

conclusion of this proceeding. 

Complaint Counsel 

Richard Parker 

O'Melveny & Myers LLP 

Attorney jor 

GRACO INC. 

J. Robert Robertson 

Hogan Lovells US LLP 

Attorney jor 

ILLINOIS TOOL WORKS INC. and 

ITW FINISIDNG LLC 

Respondents