6. To the extent a Receiving Party’s counsel determines that there is an extenuating
need for a Receiving Party (e.g., Plaintiff or Defendant) to view, analyze or learn about
information contained in document or material designated as “ATTORNEY’S EYES ONLY”,
and they are not authorized to view or learn about the documents or material under Paragraph 4,
they must obtain the prior written approval of the Producing Party and designate what limited
information will be viewed or learned of, prior to presenting such limited information to the
Receiving Party. In such circumstance, the information will be viewed or learned by the
Receiving Party in as limited a manner as possible and Receiving Party shall not retain any copy
or facsimile of the “ATTORNEY’S EYES ONLY” designated information. If the Producing
Party does not agree to the Receiving Party being able to view “ATTORNEY’S EYES ONLY”
designated information, upon good cause, the Receiving Party may ask the Court, subject to L.R.
37.1, to allow the Receiving Party to view, in a limited scope, the “ATTORNEY’S EYES
ONLY” designated information. They Court may then determine whether the Receiving Party is
entitled, upon good cause shown, to view the “ATTORNEY’S EYES ONLY” designated
information.

7. In the event that any Confidential Information must be filed in connection with
this proceeding or any subsequent appeals, such material shall be requested to be filed under seal
in compliance with Shane Group, Inc. v. Blue Cross Blue Shield of Michigan, 825 F.3d 299 (6th
Cir. 2016). This Protective Order, however, does not authorize filing protected materials under
seal. As set forth in Shane Group and Procter & Gamble Co. v. Bankers Trust Co., 78 F.3d 219
(6th Cir. 1996), no document may be filed with the Court under seal without prior permission as to

each such filing, upon motion and for good cause shown, including the legal basis for filing under


mere production of the information or document in the course of this action shall not be a ground
for asserting waiver of the privilege, protection, or immunity.

19. Nothing herein shall be deemed to prevent a Party or non-party from objecting to
discovery or asserting that information being sought in discovery calls for documents beyond the
scope of this action, is irrelevant, or to preclude a Party or non-party from seeking additional or
further limitations on the use or disclosure of such information.

20. The provisions of this Order shall survive the final termination of the Action for

any retained Confidential Information.

IT IS ORDERED.

Fbasn 2 hbo

UNITED STATES MAGISTRATE JUDGE

Y2ll4

Date

10


with respect to any particular Discovery Material shall be deemed to be proper unless and until a
Receiving Party challenges the propriety of such confidentiality designation as to any the
particular Discovery Materials and either (a) the Receiving Party and the party responsible for
such designation agree to the removal or modification of such designation or (b) the Court orders
the removal or modification of such confidentiality designation as to the particular Discovery
Materials. Subject to the immediately preceding sentence, the failure of any Party to challenge
the designation by a Producing Party of Discovery Materials as Confidential Information during
the discovery period shall not be a waiver of that party’s right to object to the designation at the
trial.

12. Except as otherwise set forth herein, within 60 days of the conclusion of the
Action, all Confidential Information, and all copies or notes thereof, shall either be returned to
counsel for the respective Producing Party, or destroyed, except that counsel may retain their
work product and copies of court filings, transcripts, and exhibits, provided said retained
documents will continue to be treated as provided in this Order. Notwithstanding the foregoing,
Confidential Information may be retained to the extent it is “backed up” on electronic
information management and communications systems or servers, and is not available to an end
user and cannot be expunged without considerable effort. If a person in possession of
Confidential Information chooses to destroy documents rather than return them, that person shall
certify such destruction in writing to opposing counsel or counsel for the Producing Party.

13. This Order applies to all non-parties that are served with subpoenas in connection
with the Action or who otherwise produce documents or are noticed for deposition in connection
with the Action, and all such non-parties are entitled to the protection afforded hereby upon

signing a copy of this Order and agreeing to be bound by its terms.


seal. Unless the Court orders otherwise, all sealed documents shall be filed according to S.D. Ohio
Civ. R. 5.2.1(a) and the policies and procedures set forth in the Court’s CM/ECF online resources.

8. Any Discovery Material may be used by the Receiving Party only for the purpose
of prosecuting and/or defending this Action.

9. Nothing herein shall be a waiver or relinquishment by any person of any right to
object to any discovery request, or to the admission of evidence on any ground, or to seek any
further protective order, or to seek relief from the Court or any other applicable court from any
provision of this Order by motion on notice on any grounds.

10. If any Receiving Party objects to the designation of any Discovery Material as
“CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY” (whether such
designation is made on a permanent basis or temporary basis with respect to deposition
testimony), the Receiving Party shall first raise the objection with the Party responsible for such
designation, and seek to confer in good faith by telephone or in person to attempt to resolve any
dispute respecting the terms or operation of this Order. If the dispute cannot be resolved after the
objection is first raised, the objecting Party may then move the Court to do so. Until the Court
rules on such an issue, the Discovery Material shall continue to be treated as designated
“CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY”. Upon motion, the
Court may order the removal or modification of the “CONFIDENTIAL” or “CONFIDENTIAL —
ATTORNEY’S EYES ONLY” designation from any Discovery Material so designated subject
to the provisions of this Order.

11. A Receiving Party shall not be obliged to challenge the propriety of a
confidentiality designation at the time made, and a failure to do so shall not preclude a

subsequent challenge thereto, provided that any such confidentiality designation made by a Party


such Discovery Material has been disclosed or used in a manner inconsistent with the later
designation. Once such a designation has been made, however, any such Discovery Material
shall be treated as “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY”
in accordance with this Order; provided, however, that if the Discovery Material that was not
designated is, at the time of the later designation, filed with a court on the public record, the
Party or person that failed to make the designation may move for appropriate relief. If an
omitted “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY” designation
is first claimed during the course of a deposition or hearing, the subject Discovery Material may
be used during that day’s deposition or hearing, as though no designation had been made, but
shall be treated as though such designation had been made immediately thereafter.

18. In the event any information or document is produced that the Producing Party
later claims is protected by the attorney-client privilege, work-product doctrine, or other
privilege or immunity, the Receiving Party shall, within five (5) business days of receipt of a
written request by the Producing Party, return the original to the Producing Party, destroy all
copies thereof and delete any copy of the documents, or any portion thereof, from any word
processing or data base tape or disk it maintains. Inadvertent production of privileged, work-
product protected, or immune documents in the course of discovery in this Action shall not
constitute a waiver of any privilege, work-product protection, or immunity, either as to the
produced document or as to any other documents or communications. Return of a document for
which the Producing Party has asserted a claim of privilege, work-product protection, or
immunity under this paragraph shall be without prejudice to the Receiving Party’s right to seek
an order from the Court directing production of the information or document on the ground that

the claimed privilege, work-product protection, or immunity is invalid; provided, however, that


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION
TELICIA MCCANTS, : Case No. 1:18-cv-000286

Plaintiff, : Judge Dlott

Vv.

COOPER-ATKINS CORPORATION, :
STIPULATED PROTECTIVE ORDER

Defendant. :

Plaintiff Telicia McCants and Defendant Cooper-Atkins Corporation (“Cooper-Atkins”)
hereby stipulate to the following Order relating to confidential business and other proprietary
information.

WHEREAS, during the course of discovery in this matter, it may be necessary for one of
the Parties (“Producing Party”) to disclose documents or information to another Party
(“Receiving Party”), including in response to document requests, interrogatories, deposition
notices, or other means of discovery (“Discovery Requests”); and

WHEREAS, the information may be of any nature, personal or non-personal, public or
non-public, sensitive or non-sensitive. This information includes but is not limited to financial
information, personnel information, customer information, pricing information, business plans,
business information about what has worked and what has not worked, business arrangements,
prospective and former business arrangements, current and former supplier information,
shareholder information of any kind, shareholder communications of any kind, financing

information of any kind, current and former advisors’ and consultants’ information, current and


STIPULATED:

/s/ Stephen E. Imm (via email authorization)
Richard Ganulin (0025642)

3662 Kendall Ave.

Cincinnati, OH 45208
513-405-6696 — phone
rganunlin@gmail.com

Stephen E. Imm (0040068)
Finney Law Firm

4279 Ivy Pointe Blvd., Suite 225
Cincinnati, OH 45245
513-943-5678 — phone
513-943-6669 — fax

stephen@finneylawfirm.com

Trial Attorneys for Plaintiff

0122947.0663084 4853-0004-4906v3

11

/s/ Tessa L. Castner

Neal Shah (0082672)

Tessa L. Castner (0093808)
FROST BROWN TODD LLC
3300 Great American Tower
301 East Fourth Street
Cincinnati, Ohio 45202
513-651-6800 — phone
513-651-6981 — fax
nshah@fbtlaw.com
tcastner@fbtlaw.com

Trial Attorneys for Defendant


14. Any Party may move to modify the provisions of this Order at any time, or the
Parties may agree by written stipulation, subject to further order of the Court if applicable, to
modify the provisions of this Order.

15. Any person or party subject to this Order that may be subject to a motion or other
form of legal process or any regulatory process or demand seeking the disclosure of another
Party’s or non-party’s information designated “CONFIDENTIAL” or “CONFIDENTIAL —
ATTORNEY’S EYES ONLY” pursuant to this Order: (i) shall promptly notify that Party or non-
party to enable it to have an opportunity to appear and be heard on whether that information
should be disclosed, and (ii) shall not provide such materials unless required by court order, law
or regulation, or with the consent of the Producing Party.

16. Nothing in this Order affects the right of any Producing Party that designates
material as “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY” to use
or disclose such material in any way. Such disclosure will not waive the protections of this
Order and will not entitle other Parties, non-parties, or their attorneys to use or disclose such
material in violation of this Order, except that if the Producing Party uses material it produced in
a manner inconsistent with its confidential status, then that will serve as a basis to object to the
designation and to contend that such designation has been waived.

17. Except as provided in this paragraph, following a Producing Party’s production or
dissemination of Discovery Material, the failure to designate particular Discovery Material as
“CONFIDENTIAL” or “CONFIDENTIAL -- ATTORNEY’S EYES ONLY” at the time of
production shall not operate to waive a Producing Party’s right to later designate such Discovery
Material as “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY”. No

Party shall be deemed to have violated this Order if, prior to notification of any later designation,


4, Discovery Material marked with the “CONFIDENTIAL — ATTORNEY’S EYES

ONLY” designation shall be given, shown, made available to or communicated only to the

following:

a. counsel of record who have entered an appearance on behalf of a Party and
employees of such counsel who are assisting in the preparation of this action;

b. court reporters, stenographers, or videographers who record deposition or other
testimony in the litigation;

Cs the Court, its officers, and clerical staff; and

d. expert witnesses employed by a Party for this Action, but only to the extent
necessary;

e. any other person or entity to whom the Producing Party may consent in writing.

Discovery Material designated “CONFIDENTIAL — ATTORNEY’S EYES ONLY” shall not be
disclosed to the opposing party in this matter without express written permission.

3; Before any person or their representative identified in Paragraph 3(f), or (h) or
Paragraph 4(b), (d) or (e) is given access to Discovery Materials designated “CONFIDENTIAL”
or “CONFIDENTIAL — ATTORNEY’S EYES ONLY” if allowed by the above rules, such
person or their representative shall be provided with a copy of this Order and shall acknowledge
in a written statement that he or she read the Order and agrees to be bound by the terms thereof.
Such executed forms shall be retained in the files of counsel for the Party who gave access to the
Discovery Materials designated as “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S
EYES ONLY” to the person who was provided such access. Such executed forms shall not be

subject to disclosure unless a showing of good cause is made and the Court so orders.


Confidential. All transcripts of oral testimony, and any exhibits referenced during such
testimony, as well as the oral testimony itself, may be designated as Confidential Information.
Any person or entity may, within (10) days of the receipt of a transcript of oral testimony,
designate the testimony or any exhibits referenced therein as “CONFIDENTIAL” or
“CONFIDENTIAL — ATTORNEY’S EYES ONLY” by so notifying the other parties of such
designation in writing. Any document or information marked as “CONFIDENTIAL” or as
“CONFIDENTIAL —~ ATTORNEY’S EYES ONLY” shall be used in accordance with
paragraphs 3 and 4 below and exclusively and solely for purposes of this litigation and for no

other purpose whatsoever.

3. Discovery Material marked with the “CONFIDENTIAL” designation shall be

given, shown, made available to or communicated only to the following:

a. Plaintiff;
b. Defendant (including employees, agents and officers of Defendant);
c counsel of record who have entered an appearance on behalf of a Party and

employees of such counsel who are assisting in the preparation of this action;

d. the Court, its officers, and clerical staff;

e. outside photocopying, graphic production services, or litigation support services;
f. expert witnesses employed by a Party for this Action;

g court reporters, stenographers, or videographers who record deposition or other

testimony in the litigation; and

h. any other person or entity to whom the Producing Party may consent in writing.


former employee information, current and former banking relationships, or other proprietary or
confidential information belonging to any or all of the Parties (the “Confidential Information”).

WHEREAS, to expedite the exchange of discovery materials, to facilitate the prompt
resolution of disputes over confidentiality, and to protect discovery material entitled to be kept
confidential, the Parties stipulate and agree as follows:

1. This Order applies to all information, documents and things exchanged in or
subject to discovery in this Action, including without limitation, deposition testimony,
interrogatories, answers to interrogatories, documents and things produced (including documents
and things produced to the Receiving Party for inspection and documents and things provided to
the Receiving Party, whether in the form of originals or copies) (collectively referred to as
“Discovery Material”).

2. Any information or document submitted and/or produced, either voluntarily or
pursuant to any subsequent order in this action, which is asserted by any of the Parties to contain
or constitute Confidential Information, shall be so designated by said party in writing.
Information or documents so designated shall be clearly and prominently marked on their face
with the legend “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY.”
Such markings should not obliterate or obscure the content of the material that is produced.
Where marking every page of such materials is not reasonably practicable, such as with certain
native file documents or with respect to voluminous documents which would make the marking
of every page of such document unreasonably burdensome, a Producing Party may designate
material as “CONFIDENTIAL” or “CONFIDENTIAL — ATTORNEY’S EYES ONLY” by
informing the receiving Party to whom the material is provided in writing in a clear and

conspicuous manner at the time of production of such material, that such material is