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UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

WACO DIVISION

UNM RAINFOREST INNOVATIONS,

Plaintiff,

v.

DELL TECHNOLOGIES INC., DELL INC., 

and EMC CORPORATION,

Defendants.

Civil Action No. 6:20-CV-00468-ADA

CONFIDENTIALITY AND PROTECTIVE ORDER

WHEREAS, Plaintiff UNM Rainforest Innovations and Defendants Dell Technologies Inc., 

Dell Inc., and EMC Corporation, hereafter referred to as “the Parties,” believe that certain information

that is or will be encompassed by discovery demands by the Parties involves the production or 

disclosure of trade secrets, confidential business information, or other proprietary information; 

WHEREAS, the Partiesseek a protective order limiting disclosure thereof in accordance with

Federal Rule of Civil Procedure 26(c): 

THEREFORE, it is hereby stipulated among the Parties and ORDERED that: 

1. Each Party may designate as confidential for protection under this Order, in whole or in part,

any document, information or material that constitutes or includes, in whole or in part,

confidential or proprietary information or trade secrets of the Party or a Third Party to whom

the Party reasonably believes it owes an obligation of confidentiality with respect to such

document, information or material (“Protected Material”). Protected Material shall be

designated by the Party producing it by affixing a legend or stamp on such document,

information, or material as follows: “CONFIDENTIAL.” The word “CONFIDENTIAL”

shall be placed clearly on each page of the Protected Material (except deposition and hearing

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2. Any document produced before issuance of this Order with the designation “Confidential”

or “Confidential - Outside Attorneys’ Eyes Only” shall receive the same treatment as if

designated “RESTRICTED - ATTORNEYS’ EYES ONLY” under this Order, unless and

until such document is redesignated to have a different classification under this Order.

3. With respect to documents, information or material designated “CONFIDENTIAL” or

“RESTRICTED - ATTORNEYS’ EYES ONLY”1 subject to the provisions herein and

unless otherwise stated, this Order governs, without limitation: (a) all documents,

electronically stored information, and/or things as defined by the Federal Rules of Civil

Procedure; (b) all pretrial, hearing or deposition testimony, or documents marked as exhibits

or for identification in depositions and hearings; (c) pretrial pleadings, exhibits to pleadings

and other court filings; (d) affidavits; and (e) stipulations. All copies, reproductions,

extracts, digests and complete or partial summaries prepared from any DESIGNATED

MATERIALS shall also be considered DESIGNATED MATERIAL and treated as such

under this Order.

4. A designation of Protected Material (i.e., “CONFIDENTIAL” or “RESTRICTED -

ATTORNEYS’ EYES ONLY”) may be made at any time. Inadvertent or unintentional

1 The term DESIGNATED MATERIAL is used throughout this Protective Order to refer 

to the class of materials designated as “CONFIDENTIAL” or “RESTRICTED - ATTORNEYS’ 

EYES ONLY,” both individually and collectively. 

transcripts) for which such protection is sought. For deposition and hearing transcripts, 

the word “CONFIDENTIAL” shall be placed on the cover page of the transcript (if not 

already present on the cover page of the transcript when received from the court reporter) 

by each attorney receiving a copy of the transcript after that attorney receives 

notice of the designation of some or all of that transcript as “CONFIDENTIAL.” 

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5. “CONFIDENTIAL” documents, information and material may be disclosed only to the

following persons, except upon receipt of the prior written consent of the designating party,

upon order of the Court, or as set forth in paragraph 12 herein:

(a) outside counsel of record in this Action for the Parties;

(b) employees of such counsel assigned to and reasonably necessary to assist such

counsel in the litigation of this Action;

(c) in-house counsel for the Parties who either have responsibility for making decisions

dealing directly with the litigation of this Action, or who are assisting outside

counsel in the litigation of this Action;

(d) up to and including three (3) designated representatives of each of the Parties to the

extent reasonably necessary for the litigation of this Action, except that either party

may in good faith request the other party’s consent to designate one or more

additional representatives, the other party shall not unreasonably withhold such

consent, and the requesting party may seek leave of Court to designate such

additional representative(s) if the requesting party believes the other party has

unreasonably withheld such consent;

(e) outside consultants or experts (i.e., not existing employees or affiliates of a Party or

an affiliate of a Party) retained for the purpose of this litigation, provided that: (1)

such consultants or experts are not presently employed by the Parties hereto for

purposes other than this Action or related actions or post-grant proceedings

involving the same patents-in-suit; (2) before access is given, the consultant or

production of documents, information, or material that has not been designated as

DESIGNATED MATERIAL shall not be deemed a waiver in whole or in part of a claim for

confidential treatment. Any party that inadvertently or unintentionally produces Protected 

Material without designating it as DESIGNATED MATERIAL may request destruction of 

that Protected Material by notifying the recipient(s), as soon as reasonably possible after the

producing Party becomes aware of the inadvertent or unintentional disclosure, and 

providing replacement Protected Material thatis properly designated. The recipient(s)shall

then destroy all copies of the inadvertently or unintentionally produced Protected Materials

and any documents, information, ormaterial derived from or based thereon. 

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expert has completed the Undertaking attached as Exhibit A hereto and the same is

served upon the producing Party with a current curriculum vitae of the consultant or

expert at least ten (10) days before access to the Protected Material is to be given 

to that consultant or Undertaking to object to and notify the receiving Party in

writing that it objects to disclosure of Protected Material to the consultant or expert. 

The Parties agree to promptly confer and use good faith to resolve any such 

objection. If the Parties are unable to resolve any objection, the objecting Party

may file a motion with the Court within five (5) days of the notice of objection, or

within such other time as the Parties may agree, seeking a protective order with

respect to the proposed disclosure. The objecting Party shall have the burden of 

proving the need for a protective order. No disclosure shall occur until all such 

objections are resolved by agreement or Court order;

(f) independent litigation support services, including persons working for or as court

reporters, graphics or design services, jury or trial consulting services, and

photocopy, document imaging, and database services retained by counsel and

reasonably necessary to assist counsel with the litigation of this Action; and

(g) the Court and its personnel.

6. A Party shall designate documents, information, or material as “CONFIDENTIAL”

only upon a good faith belief that the documents, information, or material contains

confidential or proprietary information or trade secrets of the Party or a Third Party to

whom the Party reasonably believesit owes an obligation of confidentiality with respect to

such documents, information, or material.

7. Documents, information or material produced pursuant to any discovery request in this

Action, including but not limited to Protected Material designated as DESIGNATED

MATERIAL, shall be used by the Parties only in the litigation of this Action and shall not

be used for any other purpose. Any person or entity who obtains access to DESIGNATED

MATERIAL or the contents thereof pursuant to this Order shall not make any copies,

duplicates, extracts,summaries or descriptions of such DESIGNATED MATERIAL or any

portion thereof except as may be reasonably necessary in the litigation of this Action. Any

such copies, duplicates, extracts, summaries or descriptions shall be classified

Case 6:20-cv-00468-ADA Document 59 Filed 04/01/21 Page 4 of 14
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DESIGNATED MATERIALS and subject to all of the terms and conditions of this Order.

8. To the extent a producing Party believes that certain Protected Material qualifying to be

designated CONFIDENTIAL is so sensitive that its dissemination deserves even further

limitation, the producing Party may designate such Protected Material “RESTRICTED --

ATTORNEYS’ EYES ONLY.”

9. For Protected Material designated RESTRICTED -- ATTORNEYS’ EYES ONLY, access

to, and disclosure of, such Protected Material shall be limited to individuals listed in

paragraphs 5(a-g); provided, however, that access by in-house counsel pursuant to paragraph

5(c) shall be limited to in-house counsel who exercise no competitive decision-making

authority on behalf of the client, and access by party representatives pursuant to paragraph

5(d) be limited to no more than two (2) representatives who exercise no competitive

decision-making authority on behalf of the client.

10. The Parties do not presently believe that any Party will produce source code, and that any

anticipated source code production will be by third parties, which may produce source code

subject to a supplemental protective order. In the event that any Party determines that it

will produce source code, the Parties will negotiate in good faith a supplemental protective

order governing the treatment of source code.

11. Any attorney representing a Party, whether in-house or outside counsel, and any person

associated with a Party and permitted to receive the other Party’s Protected Material that is

designated RESTRICTED -- ATTORNEYS’ EYES ONLY (“HIGHLY SENSITIVE

MATERIAL”), who obtains, receives, accesses, or otherwise learns, in whole or in part,

the other Party’s HIGHLY SENSITIVE MATERIAL under this Order shall not prepare,

prosecute, supervise, or assist in the preparation or prosecution of any patent application

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12. Nothing in this Order shall require production of documents, information, or other material

that a Party contends is protected from disclosure by the attorney-client privilege, the work

product doctrine, or other privilege, doctrine, or immunity. If documents, information or

other materialsubject to a claim of attorney-client privilege, work product doctrine, or other

privilege, doctrine, or immunity is inadvertently or unintentionally produced, such

production shall in no way prejudice or otherwise constitute a waiver of, or estoppel as to,

any such privilege, doctrine, or immunity. Any Party that inadvertently or unintentionally

produces documents, information or other material it reasonably believes are protected under

pertaining to the field of the invention of the patents-in-suit on behalf of the receiving Party

or its acquirer, successor, predecessor, or other affiliate during the pendency of this Action

and for one year after its conclusion, including any appeals. To ensure compliance with the 

purpose of this provision, each Party shall create an “Ethical Wall” between those persons 

with access to HIGHLY SENSITIVE MATERIAL and any individuals who, on behalf of 

the Party or its acquirer, successor, predecessor, or other affiliate, prepare, prosecute, 

supervise or assist in the preparation or prosecution of any patent application pertaining to

the field of invention of the patent-in-suit. This provision does not prohibit a Party’s 

counsel of record or experts from participating in reexamination proceedings, Post-Grant 

Review proceedings, Inter Partes Review proceedings, Covered Business Method Review 

proceedings, or any other proceedings in the U.S. Patent and Trademark Office involving 

any of the Party’s patents, except that counsel or experts with access to HIGHLY 

SENSITIVE MATERIAL shall not draft or participate in drafting amended claims. The 

duration of this section may be terminated earlier by agreement of the Parties (e.g., in the 

case of settlement). 

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13. There shall be no disclosure of any DESIGNATED MATERIAL by any person authorized

to have access thereto to any person who is not authorized for such access under this Order.

The Parties are hereby ORDERED to safeguard all such documents, information, and

material to protect against disclosure to any unauthorized persons or entities.

14. Nothing contained herein shall be construed to prejudice any Party’s right to use any

DESIGNATED MATERIAL in taking testimony at any deposition or hearing provided that

the DESIGNATED MATERIAL is only disclosed to a person(s) who is: (i) eligible to have

access to the DESIGNATED MATERIAL by virtue of his or her employment with the

designating party, (ii) identified in the DESIGNATEDMATERIALas an author, addressee,

or copy recipient of such information, (iii) although not identified as an author, addressee,

or copy recipient of such DESIGNATED MATERIAL, has, in the ordinary course of

business, seen such DESIGNATED MATERIAL, (iv) a current or former officer, director

or employee of the producing Party or a current or former officer, director or employee of

a company affiliated with the producing Party; (v) counsel for a Party, including outside

counsel and in-house counsel (subject to paragraph 9 of this Order); (vi) an independent

the attorney-client privilege, work product doctrine, or other privilege, doctrine, orimmunity

may obtain the return of such documents, information or other material by promptly

notifying the recipient(s) and providing a privilege log for the inadvertently or 

unintentionally produced documents, information or other material. The recipient(s)shall 

gather and return all copies of such documents, information, or other material to the 

producing Party, exceptfor any pages containing privileged or otherwise protectedmarkings 

by the recipient(s), which pages shall instead be destroyed and certified as such to the 

producing Party. 

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15. Parties may, at the deposition or hearing or within thirty (30) days after receipt of a

deposition or hearing transcript, designate the deposition or hearing transcript or any portion

thereof as “CONFIDENTIAL” or “RESTRICTED - ATTORNEY’ EYES ONLY”

pursuant to this Order. Access to the deposition or hearing transcript so designated shall

be limited in accordance with the terms of this Order. Until expiration of the 30-day

period, the entire deposition or hearing transcript shall be treated as confidential.

16. Any DESIGNATED MATERIAL that is filed with the Court shall be filed under seal and

shall remain under seal until further order of the Court. The filing party shall be responsible

for filing such material under seal pursuant to the Court’s Standing Order (Docket No. 57).

Exhibits to a filing shall conform to the labeling requirements set forth in this Order. If a

pretrial pleading filed with the Court, or an exhibit thereto, discloses or relies on

confidential documents, information, or material, such confidential portions shall be

redacted to the extent necessary and the pleading or exhibit filed publicly with the Court.

If any Party files a motion or other paper containing any DESIGNATED MATERIAL to

be placed under seal, the filing Party shall immediately deliver by e-mail a copy of the

complete, unredacted document(s) to the non-filing Party.

17. The Order applies to pretrial discovery. Nothing in this Order shall be deemed to prevent

the Parties from introducing any DESIGNATED MATERIAL into evidence at the trial of

contractor, consultant, and/or expert retained for the purpose of this litigation; (vii) court 

reporters and videographers; (viii) the Court; or (ix) other persons entitled hereunder to 

accessto DESIGNATEDMATERIAL. DESIGNATEDMATERIALshall not be disclosed 

to any other persons unless prior authorization is obtained from counsel representing the 

producing Party or from the Court. 

Case 6:20-cv-00468-ADA Document 59 Filed 04/01/21 Page 8 of 14
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this Action, or from using any information contained in DESIGNATED MATERIAL at 

the trial of this Action, subject to any pretrial order issued by this Court.

18. A Party may request in writing to the other Party that the designation given to any

DESIGNATED MATERIAL be modified or withdrawn. If the designating Party does

not agree to redesignation within seven (7) days of receipt of the written request, the

requesting Party may apply to the Court for relief. Upon any such application to the Court,

the burden shall be on the designating Party to show why its classification is proper. Such

application shall be treated procedurally as a motion to compel pursuant to Federal Rules

of Civil Procedure 37, subject to the Rule’s provisions relating to sanctions. In making

such application, the requirements of the Federal Rules of Civil Procedure and the Local

Rules of the Court shall be met. Pending the Court’s determination of the application, the

designation of the designating Party shall be maintained.

19. Each outside consultant or expert to whom DESIGNATED MATERIAL is disclosed in

accordance with the terms of this Order shall be advised by counsel of the terms of this

Order, shall be informed that he or she is subject to the terms and conditions of this Order,

and shall sign an acknowledgment that he or she has received a copy of, has read, and has

agreed to be bound by this Order. A copy of the acknowledgment form is attached as

Appendix A.

20. To the extent that any discovery is taken of persons who are not Parties to this Action

(“Third Parties”) and in the event that such Third Parties contended the discovery sought

involves trade secrets, confidential business information, or other proprietary information,

then such Third Parties may agree to be bound by this Order.

21. To the extent that discovery or testimony is taken of Third Parties, the Third Parties may

Case 6:20-cv-00468-ADA Document 59 Filed 04/01/21 Page 9 of 14
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22. Within thirty (30) days of final termination of this Action, including any appeals, all

DESIGNATED MATERIAL, including all copies, duplicates, abstracts, indexes, summaries,

descriptions, and excerpts or extracts thereof (excluding excerpts or extracts incorporated

into any privileged memoranda of the Parties and materials which have been admitted into

evidence in this Action), shall at the producing Party’s election either be returned to the

producing Party or be destroyed. The receiving Party shall verify the return or destruction

by affidavit furnished to the producing Party, upon the producing Party’s request.

23. The failure to designate documents, information, or material in accordance with this Order

and the failure to object to a designation at a given time shall not preclude the filing of a

motion at a later date seeking to impose such designation or challenging the propriety

thereof. The entry of this Order and/or the production of documents, information and

material hereunder shall in no way constitute a waiver of any objection to the furnishing

thereof, all such objections being hereby preserved.

24. Any Party knowing or believing that any other party is in violation of or intends to violate

this Order and has raised the question of violation or potential violation with the opposing

party and has been unable to resolve the matter by agreement may move the Court for such

designate as “CONFIDENTIAL” or “RESTRICTED -- ATTORNEYS’ EYES ONLY” 

any documents, information or other material, in whole or in part, produced or given by 

such Third Parties. The Third Parties shall have ten (10) days after production of such

documents, information, or other materials to make such a designation. Until that time 

period lapses or until such a designation has been made, whichever occurs sooner, all 

documents, information or other material so produced or given shall be treated as

“CONFIDENTIAL” in accordance with this Order. 

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25. Production of DESIGNATED MATERIAL by each of the Parties shall not be deemed a

publication of the documents, information and material (or the contents thereof) produced

so asto void or make voidable whatever claim the Parties may have asto the proprietary and

confidential nature of the documents, information or other material or its contents.

26. Each party warrants and undertakes that it has in place and maintains appropriate physical,

organizational and technical controls and procedures to protect against any unauthorized

access, theft, use or disclosure of DESIGNATED MATERIAL. In the event that any

party, or any employee, agent or contractor of a party that has been permitted access to

DESIGNATED MATERIAL, learns of any accidental, unlawful, or unauthorized

disclosure, misuse, loss, theft, access, copying, use, modification, disposal, compromise,

or access to DESIGNATED MATERIAL, such party shall immediately inform the

producing Party, and shall cooperate in any reasonable investigation to determine the

scope of DESIGNATED MATERIAL so impacted.

27. Nothing in this Ordershall be construed to effect an abrogation, waiver, or limitation of any

kind on the rights of each of the Parties to assert any applicable discovery or trial privilege.

28. Each of the Partiesshall also retain the right to file a motion with the Court (a) to modify this

Order to allow disclosure of DESIGNATED MATERIAL to additional persons or entities

if reasonably necessary to prepare and present this Action and (b) to apply for additional

protection of DESIGNATED MATERIAL.

relief as may be appropriate in the circumstances. Pending disposition of the motion by 

the Court, the Party alleged to be in violation of or intending to violate this Order shall 

discontinue the performance of and/or shall not undertake the further performance of any 

action alleged to constitute a violation of this Order.

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 Respectfully Submitted, 

By: /s/ William D. Ellerman 

Charles L. Ainsworth (Texas 00783521) 

Robert Christopher Bunt (Texas 00787165) 

PARKER, BUNT & AINSWORTH, P.C.

1000 East Ferguson, Suite 418 

Tyler, TX 75702 

Tel: (903) 531-3535 

charley@pbatyler.com 

rcbunt@pbatyler.com 

Michael W. Shore (Texas 18294915) 

Alfonso G. Chan (Texas 24012408) 

William D. Ellerman (Texas 24007151) 

Corey M. Lipschutz (Texas 24099303) 

SHORE CHAN LLP

901 Main Street, Suite 3300 

Dallas, Texas 75202 

Tel: (214) 593-9110 

Fax: (214) 593-9111 

mshore@shorechan.com

achan@shorechan.com 

wellerman@shorechan.com

clipschutz@shorechan.com 

COUNSEL FOR PLAINTIFF

UNM RAINFOREST INNOVATIONS

By: /s/ Michael J. Forbes

R. Jeffrey Layne (Texas 00791083)

jlayne@reedsmith.com

REED SMITH LLP

401 Congress Ave., Suite 1800

Austin, TX 78701

Jonah D. Mitchell (admitted Pro Hac Vice) 

jmitchell@reedsmith.com 

Doyle B. Johnson (admitted Pro Hac Vice) 

dbjohnson@reedsmith.com 

Christine Morgan (admitted Pro Hac Vice) 

cmorgan@reedsmith.com 

Jonathan I. Detrixhe (admitted Pro Hac Vice) 

jdetrixhe@reedsmith.com 

REED SMITH LLP 

101 Second Street, Suite 1800 

San Francisco, CA 94105-3659 

Peter J. Chassman (admitted Pro Hac Vice) 

pchassman@reedsmith.com 

Michael J. Forbes (admitted Pro Hac Vice) 

mforbes@reedsmith.com 

REED SMITH LLP 

811 Main St., Suite 1700 

Houston, TX 77002 

Ismail C. Kuru (admitted Pro Hac Vice) 

REED SMITH LLP 

10 South Wacker Drive 

Chicago, IL 60606-7507 

Roger Fulghum, TX Bar No. 00790724 

roger.fulghum@bakerbotts.com 

BAKER BOTTS LLP 

910 Louisiana Street 

Houston, TX 77002 

COUNSEL FOR DEFENDANTS 

DELL TECHNOLOGIES, INC., 

DELL INC., AND EMC CORPORATION

SIGNED on April 1, 2021.

Case 6:20-cv-00468-ADA Document 59 Filed 04/01/21 Page 12 of 14
UNM Rainforest Innovations v. Dell Technologies, Inc., et al. 

Undertaking re Protective Order

UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

WACO DIVISION

UNM RAINFOREST INNOVATIONS,

Plaintiff,

v.

DELL TECHNOLOGIES INC., DELL INC., 

and EMC CORPORATION,

Defendants.

Civil Action No. 6:20-CV-00468-ADA

APPENDIX A

UNDERTAKING REGARDING PROTECTIVE ORDER

I, , declare that:

1. My address is . 

My current employer is . 

My current occupation is . 

2. I have received a copy of the Protective Order in this action. I have carefully read and

understand the provisions of the Protective Order.

3. I will comply with all of the provisions of the Protective Order. I will hold in confidence,

will not disclose to anyone not qualified under the Protective Order, and will use only for

purposes of this action any information designated as “CONFIDENTIAL” or

“ATTORNEYS EYES ONLY” that is disclosed to me.

4. In the event I become aware that any of my computer systems may have been

compromised, or any of my electronic data may have been obtained by others without my

consent, I will immediately inform outside counsel for the party by whom I am

employed. I will cooperate with any reasonable investigation regarding whether any

information subject to this Protective Order was obtained by outside parties.

5. Promptly upon termination of these actions, I will return all documents and things

designated as “CONFIDENTIAL” or “ATTORNEYS EYES ONLY,” that came into my

possession, and all documents and things that I have prepared relating thereto, to the

outside counsel for the party by whom I am employed.

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UNM Rainforest Innovations v. Dell Technologies, Inc., et al. 

Undertaking re Protective Order

6. I hereby submit to the jurisdiction of this Court for the purpose of enforcement of the

Protective Order in this action.

I declare under penalty of perjury that the foregoing is true and correct.

Signature 

Date 

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