5:17-cv-00551-LHK

STIPULATED SOURCE CODE PROTECTIVE ORDER

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ALLAN STEYER (Bar No. 100318)

JILL M. MANNING (Bar No. 178849)

D. SCOTT MACRAE (Bar No. 104663)

STEYER LOWENTHAL BOODROOKAS 

 ALVAREZ & SMITH LLP

One California Street, Suite 300

San Francisco, CA 94111

Telephone: (415) 424-3400

Facsimile: (415) 421-2234

asteyer@steyerlaw.com

jmanning@steyerlaw.com

smacrae@steyerlaw.com

BRUCE L. SIMON (Bar No. 96241)

DANIEL L. WARSHAW (Bar No. 185365)

ALEXANDER L. SIMON (Bar No. 305734)

PEARSON, SIMON & WARSHAW, LLP

44 Montgomery Street, Suite 2450

San Francisco, California 94104

Telephone: (415) 433-9000

Facsimile: (415) 433-9008

bsimon@pswlaw.com

dwarshaw@pswlaw.com

asimon@pswlaw.com

ELIZABETH L. DEELEY (Bar No. 230798)

KRISTIN I. SHEFFIELD-WHITEHEAD

(Bar No. 304635)

KIRKLAND & ELLIS LLP

555 California Street

San Francisco, California 94104

Telephone: (415) 439-1400

Facsimile: (415) 439-1500

elizabeth.deeley@kirkland.com

kwhitehead@kirkland.com

JOSEPH A. LOY (admitted pro hac vice)

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

joseph.loy@kirkland.com

Attorneys for Defendant

Apple Inc.

[Additional counsel listed on signature page]

Attorneys for Plaintiffs and

Proposed Lead Counsel for the Class

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

CHRISTINA GRACE and KEN POTTER, 

Individually and on Behalf of All Others 

Similarly Situated,

 Plaintiffs,

 vs.

APPLE INC.,

 Defendant.

CASE NO. 5:17-cv-00551-LHK

STIPULATED SOURCE CODE 

PROTECTIVE ORDER

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1. PURPOSES AND LIMITATIONS

Pursuant to ¶ 3 of the Stipulated Protective Order entered in this case (Dkt. No. 61), the 

Parties have agreed to the following provisions to protect the confidentiality of any Apple 

Source Code, to the extent such source code is produced in this case. The Parties acknowledge 

that this Order does not confer blanket protections on all disclosures or responses to discovery 

and that the protection it affords from public disclosure and use extends only to the limited 

information or items that are entitled to confidential treatment under the applicable legal 

principles. The Parties further acknowledge, as set forth in Section 10.3 below, that this 

Stipulated Protective Order does not entitle them to file confidential information under seal; 

Civil Local Rule 79-5 sets forth the procedures that must be followed and the standards that 

will be applied when a party seeks permission from the Court to file material under seal.

2. DEFINITIONS

2.1 Counsel (without qualifier): Outside Counsel of Record and House Counsel (as 

well as their support staff).

2.2 Competitive Decision-Making: a person’s activities, associations, or relationship 

with any of its clients that involve advice about or participation in the relevant business 

decisions or the analysis underlying the relevant business decisions of the client in competition 

with or a business relationship with the Producing Party. 

2.3 Designating Party: a Party or Non-Party that designates information or items 

that it produces in disclosures or in responses to discovery as “HIGHLY CONFIDENTIAL –

OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE.” 

2.4 Disclosure or Discovery Material: all items or information, regardless of the 

medium or manner in which it is generated, stored, or maintained (including, among other 

things, testimony, transcripts, and tangible things), that are produced or generated in 

disclosures or responses to discovery in this matter.

2.5 Expert: a person with specialized knowledge or experience in a matter pertinent 

to the litigation who has been retained by a Party or its Counsel to serve as an expert witness or 

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as a consultant in this Action and who is not a past or a current employee of a Party or of any 

entity on the Restricted Competitors List and who, at the time of retention, is not anticipated to 

become an employee of a Party or any entity on the Restricted Competitors List. This 

definition includes any professional jury or trial consultant retained in connection with this 

litigation but does not include mock jurors. A list of Apple Inc.’s (“Apple”) restricted 

competitors has been separately produced to Outside Counsel (“Restricted Competitors List”) 

in the context of the Stipulated Protective Order (Dkt. No. 61) and may be updated from timeto-time.

2.6 House Counsel: attorneys who are employees of a party to this action. House 

Counsel does not include Outside Counsel of Record or any other outside counsel.

2.7 Non-Parties: each and every Non-Party, collectively.

2.8 Non-Party: any natural person, partnership, corporation, association, or other 

legal entity not named as a Party to this action.

2.9 Outside Counsel of Record: attorneys who are not employees of a party to this 

action but are retained to represent or advise a party to this action and have appeared in this 

action on behalf of that party or are affiliated with a law firm which has appeared on behalf of 

that party.

2.10 Parties: each and every Party, collectively.

2.11 Party: any party to this action, including all of its officers, directors, employees, 

consultants, retained experts, and Outside Counsel of Record (and their support staffs).

2.12 Producing Party: a Party or Non-Party that produces Disclosure or Discovery 

Material in this action.

2.13 Professional Vendors: persons or entities that provide litigation support services 

(e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and 

organizing, storing, or retrieving data in any form or medium) and their employees and 

subcontractors.

2.14 Protected Material: any Disclosure or Discovery Material that is designated as 

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“HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE.”

2.15 Receiving Party: a Party that receives Disclosure or Discovery Material from a 

Producing Party.

2.16 Source Code: computer code, scripts, assembly, object code, source code 

listings, comments for source code, source code revision histories, and descriptions of source 

code, object code listings, comments for object code, object code revision histories, and 

descriptions of object code, Hardware Description Language (HDL) or Register Transfer Level 

(RTL) files that describe the hardware design of any ASIC or other chip, and other electronic 

files used in network operations, comments for network operation files, and network operation 

revision histories.

3. SCOPE

The protections conferred by this Source Code Stipulation and Order cover not only 

Protected Material (as defined above), but also (1) any information copied or extracted from 

Protected Material; (2) all copies, excerpts, summaries, or compilations of Protected Material; 

and (3) any testimony, conversations, or presentations by Parties or their Counsel that might 

reveal Protected Material. Nothing in this Protective Order shall prevent or restrict a Producing 

Party’s own disclosure or use of its own Protected Material for any purpose. 

4. DURATION

Even after final disposition of this litigation, the confidentiality obligations imposed by 

this Protective Order shall remain in effect until a Designating Party agrees otherwise in 

writing or a court order otherwise directs. Final disposition shall be deemed to be the later of 

(1) dismissal of all claims and defenses in this action, with or without prejudice; and (2) final 

judgment herein after the completion and exhaustion of all appeals, rehearings, remands, trials, 

or reviews of this action, including the time limits for filing any motions or applications for 

extension of time pursuant to applicable law.

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5. DESIGNATING PROTECTED MATERIAL

5.1 Production of Source Code. To the extent production of Source Code becomes 

necessary to the prosecution or defense of the case, a Producing Party may designate Source 

Code as “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE 

CODE” if it comprises or includes confidential, proprietary, and/or trade secret Source Code. 

Nothing in this Order shall be construed as a representation or admission that Source Code is 

properly discoverable in this action, or to obligate any Party to produce any Source Code.

5.2 Inadvertent Failures to Designate. An inadvertent failure to designate or an 

incorrect designation of qualified information or items does not, standing alone, waive the 

Designating Party’s right to secure protection under this Order for such material. Upon 

receiving Protected Material with a timely corrected confidentiality designation, the Receiving 

Party must make reasonable efforts to assure that the material is treated in accordance with the 

provisions of this Order and shall destroy the Protected Material that was not designated 

properly.

6. ACCESS TO AND USE OF PROTECTED MATERIAL

6.1 Basic Principles. A Receiving Party may use Protected Material that is disclosed 

or produced by another Party or by a Non-Party in connection with this case only for 

prosecuting, defending, or attempting to settle this litigation. Such Protected Material may be 

disclosed only to the categories of persons and under the conditions described in this Order. 

When the litigation has been terminated, a Receiving Party must comply with the provisions of 

Section 11 below. For the avoidance of doubt, no Protected Material produced by a Party or by 

a Non-Party in connection with this case may be used in any other litigation or proceeding of 

any kind, including but not limited to any patent prosecution or acquisition, patent 

reexamination, patent litigation, or reissue proceedings.

Protected Material must be stored and maintained by a Receiving Party at a location 

and in a secure manner that ensures that access is limited to the persons authorized under this 

Order.

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6.2 Disclosure of Protected Material. Unless otherwise ordered by the Court or 

permitted in writing by the Designating Party, a Receiving Party may disclose any Protected 

Material only to:

(a) The Receiving Party’s Outside Counsel;

(b) Outside Counsel’s paralegals and staff, and any copying or clerical litigation 

support services working at the direction of such counsel, paralegals, and staff;

(c) Any outside expert or consultant retained by the Receiving Party to assist in this 

action, provided that disclosure is only to the extent necessary to perform such work; and 

provided that: (a) such expert or consultant has agreed to be bound by the provisions of the 

Protective Order by signing a copy of Exhibit A hereto; (b) such expert or consultant is not a 

current officer, director, or employee of a Party, nor anticipated at the time of retention to 

become an officer, director or employee of a Party; (c) such expert or consultant is not 

involved in Competitive Decision-Making on behalf of a Party; and (d) no unresolved 

objections to such disclosure exist after proper notice has been given to all Parties as set forth 

in Section 7 below;

(d) Court reporters, stenographers and videographers retained to record testimony 

taken in this action;

(e) The Court, jury, and court personnel; 

(f) Graphics, translation, design, and/or trial consulting services, having first agreed to 

be bound by the provisions of the Protective Order by signing a copy of Exhibit A hereto; 

(g) At a deposition or at trial, any Person who otherwise has access to the Protected 

Material pursuant to this Protective Order, as well as any current or former employees of the 

Producing Party who has or has had access to the relevant Protected Material by virtue of their 

employment with the Producing Party;

(h) Any mediator who is assigned to hear this matter, and his or her staff, subject to 

their agreement to maintain confidentiality to the same degree as required by this Protective 

Order; and

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(i) Any other person with the prior written consent of the Producing Party.

6.3 Location. Any Source Code that is produced by Apple will be made available 

for inspection at the San Francisco office of its outside counsel, Kirkland & Ellis LLP, or any 

other location mutually agreed by the Plaintiffs and Apple. These items will be made available 

for inspection between the hours of 9 a.m. and 6 p.m. Monday through Friday (excluding 

holidays) and from 9 a.m. to 5 p.m. on Saturday and Sunday (excluding holidays). The 

requesting party shall make its best efforts to restrict its access to normal business hours.1 One 

week prior to the beginning of trial and continuing through the end of trial, each Producing 

Party shall make its Source Code available for inspection at a location in San Jose, California. 

The Producing Party shall make the Source Code available in its native format and with the 

same tools and file structure which the Source Code had when originally produced in this 

matter.

6.4 Notice. Prior to the first inspection of any requested Source Code, the Receiving 

Party shall provide twenty one (21) days’ notice of the Source Code that it wishes to inspect. 

The Receiving Party shall provide two (2) business days’ notice prior to any additional Source 

Code inspections that Apple has made available for inspection pursuant to Section 6.5 below. 

One week prior to the beginning of trial and continuing through the end of trial, the Receiving 

Party only need provide three (3) hours’ notice for the inspection of Source Code.

6.5 Source Code Production Protocol. Source Code that is designated “HIGHLY 

CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” shall be 

produced for inspection and review subject to the following provisions, unless otherwise 

agreed by the ProducingParty:

(a) All Source Code shall be made available by the Producing Party to the Receiving 

Party’s outside counsel and/or experts in a secure room on a secured computer without Internet 

 1 After a Producing Party has received three (3) requests by a requesting Party to inspect 

Source Code outside of normal business hours, the Producing Party may refuse further 

inspections, except for during normal business hours. However, the Producing Party and 

requesting party will work in good faith to provide reasonable hours of access.

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access or network access to other computers, as necessary and appropriate to prevent and 

protect against any unauthorized copying, transmission, removal, or other transfer of any 

Source Code outside or away from the computer on which the Source Code is provided for 

inspection (the “Source Code Computer” in the “Source Code Review Room”). The Producing 

Party shall install tools that are sufficient for viewing and searching the code produced, on the 

platform produced, if such tools exist and are presently used in the ordinary course of the 

Producing Party’s business. If requested by the Receiving Party, the producing party shall 

install tools reasonably necessary to review the source code on the Source Code Computers 

including, but not limited to: Grep, Understand C, Visual Slick Edit, Source-Navigator, 

PowerGrep and/or ExamDiff Pro. If the Producing Party does not possess an appropriate 

license to any such software tools, the Requesting Party may provide the Producing Party with 

a licensed copy of such software tools, and the Producing Party shall install such software tools 

on the Source Code Computers. The Receiving Party must provide the Producing Party with 

the CD or DVD containing such licensed software tool(s) at least fourteen (14) days in advance 

of the date upon which the Receiving Party wishes to have the additional software tools 

available for use on the Source Code Computers.

(b) No recordable media or recordable devices, including without limitation sound 

recorders, computers, cellular telephones, smartphones, peripheral equipment, cameras, CDs, 

DVDs, or drives of any kind, shall be permitted into the Source Code Review Room. The 

Producing Party will provide the Receiving Party with a secure location near the Source Code 

Review Room to store their cellular telephones etc. and to make phone calls.

(c) The Receiving Party’s outside counsel and/or experts shall be entitled to take notes 

relating to the Source Code but may not copy the Source Code into the notes and may not take 

such notes electronically on the Source Code Computers, and such notes shall be clearly 

labeled and treated as “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES 

ONLY – SOURCE CODE” under this Protective Order. 

(d) The Producing Party may visually monitor the activities of the Receiving Party’s 

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representatives during any Source Code review, but only to ensure that no unauthorized 

electronic records of the Source Code are being created or transmitted in any way. The 

Producing Party may not videotape the activities of the Receiving Party’s representatives 

during any Source Code review.

(e) No copies of all or any portion of the Source Code may leave the room in which the 

Source Code is inspected except as otherwise provided herein. Further, no other written or 

electronic record of the Source Code is permitted except as otherwise provided herein. The 

Producing Party shall make available a laser printer with commercially reasonable printing 

speeds and blank paper for on-site printing during inspection of the Source Code. The 

Receiving Party may request paper copies of limited portions of source code that are 

reasonably necessary for the preparation of court filings, pleadings, expert reports, or other 

papers, or for deposition or trial. The Producing Party shall provide all such source code in 

paper form including bates numbers and the label “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE.” The Receiving Party shall not request 

paper copies of Source Code for the purposes of reviewing the Source Code other than 

electronically in the first instance. Upon printing any such portions of Source Code, the 

printed pages shall be collected by the Producing Party. The Producing Party shall Bates 

number, copy, and label “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES 

ONLY – SOURCE CODE” any pages printed by the Receiving Party. Within three (3) 

business days, the Producing Party shall either (i) send one copy set of such pages to the 

Receiving Party, for next business day delivery or (ii) inform the Requesting Party that it 

objects that the printed portions are excessive and/or not done for a permitted purpose. If, after 

meeting and conferring, the Producing Party and the Receiving Party cannot resolve the 

objection, the Producing Party shall be entitled to seek a Court resolution of whether the 

printed Source Code in question was excessive or not printed for a permitted purpose.

(f) All persons who will review a Producing Party’s Source Code Computers on behalf 

of a Receiving Party, including members of a Receiving Party’s outside law firm, shall be 

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identified in writing to the Producing Party at least five (5) days in advance of the first time 

that such person reviews such Source Code. Such identification shall be in addition to any 

other disclosure required under this Order. All persons viewing the Source Code Computers 

shall sign each day they view the Source Code Computers a log maintained by the Producing 

Party that will include the names of persons who enter the locked room to view the Source 

Code Computers and when they enter and depart. The Receiving Party shall be entitled to a 

copy of the log upon one (1) business day’s advance notice to the Producing Party, but the 

Receiving Party may only request such a log one time per month.

(g) Unless otherwise agreed in advance by the Parties in writing, at the end of each day 

on which inspection is done under this Order, the Receiving Party’s outside counsel and/or 

experts shall remove all notes, documents, and all other materials (consistent with this Order) 

from the Source Code Review Room. The Producing Party shall not be responsible for any 

items left in the room following each inspection session and has the right to shred any notes, 

documents, or other written material left in the room.

(h) Other than as provided herein, the Receiving Party will not copy, remove, or 

otherwise transfer any Source Code from the Source Code Computers including, without 

limitation, copying, removing, or transferring the Source Code onto any recordable media or 

recordable device. Except as is allowed by this Protective Order, the Receiving Party will not 

transmit any Source Code in any way from the Producing Party’s facilities or the offices of its 

outside counsel of record. Copies of Source Code shall not be mailed except with permission 

by the Producing Party. Any copies of Source Code mailed pursuant to the foregoing shall be 

mailed with a tracking number and require a signature by the recipient. 

(i) The Receiving Party’s outside counsel of record may make no more than three (3) 

additional paper copies of any portions of the Source Code received from a Producing Party 

pursuant to Section 6.5(e), not including copies attached to court filings or used at depositions, 

and shall maintain a log of all paper copies of the Source Code. The log shall include the 

names of the reviewers and/or recipients of paper copies and locations where the paper copies 

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are stored. Upon one (1) business day’s advance notice to the Receiving Party by the 

Producing Party, the Receiving Party shall provide a copy of this log to the Producing Party, 

but the Producing Party may only request such a log one time per month.

(j) The Receiving Party’s outside counsel of record and any person receiving a copy of 

any Source Code (consistent with this Order) shall maintain and store any paper copies of the 

Source Code at their offices in a manner that prevents duplication of or unauthorized access to 

the Source Code, including, without limitation, storing the Source Code in a locked room or 

cabinet at all times when it is not in use.

(k) Copies of Source Code that are marked as deposition exhibits shall not be provided 

to the Court Reporter or attached to deposition transcripts; rather, the deposition record will 

identify the exhibit by its production numbers.

(l) Except as provided in this sub-paragraph, absent express written permission from 

the Producing Party, the Receiving Party may not create electronic images, or any other 

images, or make electronic copies, of the Source Code from any paper copy of Source Code for 

use in any manner (including by way of example only, the Receiving Party may not scan the 

Source Code to a PDF or photograph the code) except in preparation for or in connection with: 

(i) filing (under seal) and service of papers, motions, and pleadings in this matter; (ii) expert 

reports in this matter; and (iii) a hearing or trial in this matter. Images or copies of Source Code 

shall not be included in correspondence between the Parties (references to production numbers 

shall be used instead), and shall be omitted from pleadings and other papers whenever possible. 

If a Party reasonably believes that it needs to submit a portion of Source Code as part of a 

filing with the Court, the Parties shall meet and confer as to how to make such a filing while 

protecting the confidentiality of the Source Code. If a Producing Party agrees to produce an 

electronic copy of all or any portion of its Source Code or provide written permission to the 

Receiving Party that an electronic or any other copy may be made for a Court filing, the 

Receiving Party’s communication and/or disclosure of electronic files or other materials 

containing any portion of Source Code (paper or electronic) shall at all times be limited solely 

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to individuals who are expressly authorized to view Source Code under the provisions of this 

Order. Where the Producing Party has provided the express written permission required under 

this provision for a Receiving Party to create electronic copies of Source Code, the Receiving 

Party shall maintain a log of all such electronic copies of any portion of Source Code in its 

possession or in the possession of its retained consultants, including the names of the reviewers 

and/or recipients of any such electronic copies, and the locations where the electronic copies 

are stored. Additionally, any such electronic copies must be labeled “HIGHLY 

CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” as provided 

for in this Order.

7. NOTICE OF DISCLOSURE

7.1 Pre-Disclosure Notice. Prior to disclosing any Protected Material to any person 

described in Paragraphs 6.2(c) and 6.2(f) (referenced below as “Person”), the Party seeking to 

disclose such information shall provide the Producing Party with written notice that includes: 

(i) the name of the Person; (ii) the present employer and title of the Person; (iii) an 

identification of all of the Person’s past or current employment or consulting relationships, 

including direct relationships and relationships through entities owned or controlled by the 

Person; (iv) an up-to-date curriculum vitae of the Person; and (v) a list of the cases in which 

the Person has testified at deposition or trial within the last five (5) years. The Party seeking to 

disclose Protected Material shall also provide such other information regarding the Person’s 

professional activities reasonably requested by the Producing Party for it to evaluate whether 

good cause exists to object to the disclosure of Protected Material to the outside expert or 

consultant. 

7.2 Objections. Within seven (7) days of receipt of the disclosure of the Person, the 

Producing Party or Parties may object in writing to the Person for good cause. In the absence 

of an objection at the end of the seven (7) day period, the Person shall be deemed approved 

under this Protective Order. There shall be no disclosure of Protected Material to the Person 

prior to expiration of this seven (7) day period. If the Producing Party objects to disclosure to 

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the Person within such seven (7) day period, the Parties shall meet and confer via telephone or 

in person within seven (7) days following the objection and attempt in good faith to resolve the 

dispute on an informal basis. If the dispute is not resolved, the Party objecting to the disclosure 

will have seven (7) days from the date of the meet and confer to seek relief from the Court. If 

relief is not sought from the Court within that time, the objection shall be deemed withdrawn. 

If relief is sought, designated materials shall not be disclosed to the Person in question until the 

Court resolves the objection. For purposes of this section, “good cause” shall include an 

objectively reasonable concern that the Person will, advertently or inadvertently, use or 

disclose Discovery Materials in a way or ways that are inconsistent with the provisions 

contained in this Order.

7.3 Agreement to be Bound. Prior to receiving any Protected Material under this 

Order, the Person must execute a copy of the “Expert/Consultant Acknowledgement of 

Confidentiality and Agreement to be Bound by Source Code Protective Order” (Exhibit A 

hereto) and serve it on all Parties.

7.4 Continued Ability to Object. An initial failure to object to a Person under 

Section 7.2 shall not preclude the non-objecting Party from later objecting to continued access 

by that Person for actual violations of this Stipulated Protective Order. If an objection is made, 

the Parties shall meet and confer via telephone or in person within seven (7) days following the 

objection and attempt in good faith to resolve the dispute informally. If the dispute is not 

resolved, the Party objecting to the disclosure will have seven (7) days from the date of the 

meet and confer to seek relief from the Court. If a later objection is made, no further Protected 

Material shall be disclosed to the Person until the Court resolves the matter or the Producing 

Party withdraws its objection. Notwithstanding the foregoing, if the Producing Party fails to 

move for a protective order within seven (7) business days after the meet and confer, Protected 

Material may thereafter be provided to the Person.

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8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED 

IN OTHER LITIGATION

If a Party is served with a subpoena or a court order issued in other litigation that 

compels disclosure of any Protected Material that Party must: 

(a) promptly notify in writing the Designating Party. Such notification shall include a 

copy of the subpoena or court order; 

(b) promptly notify in writing the party who caused the subpoena or order to issue in 

the other litigation that some or all of the material covered by the subpoena or order is subject 

to this Stipulated Protective Order. Such notification shall include a copy of this Stipulated 

Protective Order; and 

(c) cooperate with respect to all reasonable procedures sought to be pursued by the 

Designating Party whose Protected Material may be affected.

If the Designating Party timely seeks a protective order, the Party served with the 

subpoena or court order shall not produce any information designated in this action as 

Protected Material before a determination by the court from which the subpoena or order 

issued, unless the Party has obtained the Designating Party’s permission. The Designating 

Party shall bear the burden and expense of seeking protection in that court of its confidential 

material – and nothing in these provisions should be construed as authorizing or encouraging a 

Receiving Party in this action to disobey a lawful directive from another court.

9. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL

If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected 

Material to any person or in any circumstance not authorized under this Stipulated Protective 

Order, the Receiving Party must immediately: 

(a) notify in writing the Designating Party of the unauthorized disclosures; 

(b) use its best efforts to retrieve all unauthorized copies of the Protected Material; 

(c) inform the person or persons to whom unauthorized disclosures were made of all the 

terms of this Order; and 

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(d) request such person or persons to execute the appropriate acknowledgment and 

agreement to be bound (Exhibit A hereto).

10. MISCELLANEOUS

10.1 Right to Further Relief. Nothing in this Order abridges the right of any person to 

seek its modification by the Court in the future. 

10.2 Right to Assert Other Objections. By stipulating to the entry of this Protective 

Order, no Party waives any right it otherwise would have to object to disclosing or producing 

any information or item on any ground not addressed in this Stipulated Protective Order. 

Similarly, no Party waives any right to object on any ground to use in evidence of any of the 

material covered by this Stipulated Protective Order.

10.3 Filing Protected Material. Without written permission from the Designating 

Party or a court order secured after appropriate notice to all interested persons, a Party may not 

file in the public record in this action any Protected Material. A Party that seeks to file under 

seal any Protected Material must comply with Civil Local Rule 79-5. Protected Material may 

only be filed under seal pursuant to a court order authorizing the sealing of the specific 

Protected Material at issue. Pursuant to Civil Local Rule 79-5, a sealing order will issue only 

upon a request establishing that the Protected Material at issue is privileged, protectable as a 

trade secret, or otherwise entitled to protection under the law. If a Receiving Party’s request to 

file Protected Material under seal pursuant to Civil Local Rule 79-5(d) is denied by the Court, 

then the Receiving Party may file the information in the public record pursuant to Civil Local 

Rule 79-5(e) unless otherwise instructed by the Court.

11. FINAL DISPOSITION

Within 60 days after the final disposition of this action, each Receiving Party must 

return all Protected Material to the Producing Party or destroy such material. As used in this 

subdivision, “all Protected Material” includes all copies, abstracts, compilations, summaries, 

and any other format reproducing or capturing any of the Protected Material. Whether the 

Protected Material is returned or destroyed, the Receiving Party must submit a written 

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certification to the Producing Party (and, if not the same person or entity, to the Designating 

Party) by the 60 day deadline that (1) confirms that all the Protected Material was returned or 

destroyed and (2) affirms that the Receiving Party has not retained any copies, abstracts, 

compilations, summaries or any other format reproducing or capturing any of the Protected 

Material. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all 

pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, 

correspondence, deposition and trial exhibits, expert reports, attorney work product, and 

consultant and expert work product, even if such materials contain Protected Material. Any 

such archival copies that contain or constitute Protected Material remain subject to this 

Protective Order as set forth in Section 4 above.

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Dated: October 19, 2017 By: /s/ Jill M. Manning

 Jill M. Manning

STEYER LOWENTHAL BOODROOKAS 

 ALVAREZ & SMITH LLP

Allan Steyer (Bar No. 100318)

Jill M. Manning (Bar No. 178849)

D. Scott Macrae (Bar No. 104663)

One California Street, Suite 300

San Francisco, CA 94111

Telephone: (415) 424-3400

asteyer@steyerlaw.com

jmanning@steyerlaw.com

smacrae@steyerlaw.com

PEARSON, SIMON & WARSHAW, LLP

Bruce L. Simon (Bar No. 96241)

Daniel L. Warshaw (Bar No. 185365)

Alexander L. Simon (Bar No. 305734)

44 Montgomery Street, Suite 2450

San Francisco, California 94104

Telephone: (415) 433-9000

bsimon@pswlaw.com

dwarshaw@pswlaw.com

asimon@pswlaw.com

FRIEDMAN OSTER & TEJTEL PLLC

David F.E. Tejtel (admitted pro hac vice)

240 East 79th Street, Suite A

New York, NY 10075

Telephone: (646) 661-5881

dtejtel@fotpllc.com

CALDWELL CASSADY & CURRY

Bradley W. Caldwell (admitted pro hac vice)

Jason D. Cassady (admitted pro hac vice)

John Austin Curry (admitted pro hac vice)

2101 Cedar Springs Road, Suite 000

Dallas, TX 75201

Telephone: (214) 888-4848

bcaldwell@caldwellcc.com

jcassady@caldwellcc.com

acurry@caldwellcc.com

Counsel for Plaintiffs 

and Proposed Lead Counsel for the Class

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Dated: October 19, 2017 By: /s/ Joseph A. Loy

 Joseph A. Loy

KIRKLAND & ELLIS LLP

Elizabeth L. Deeley (Bar No. 230798)

Kristin I. Sheffield-Whitehead (Bar No. 304635)

555 California Street

San Francisco, California 94104

Telephone: (415) 439-1400

elizabeth.deeley@kirkland.com

kwhitehead@kirkland.com

JOSEPH A. LOY (admitted pro hac vice)

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

joseph.loy@kirkland.com

Attorneys for Defendant

Apple Inc.

IT IS SO ORDERED.

DATED: October 20, 2017 

________________________________________

NATHANAEL COUSINS

UNITED STATES DISTRICT COURT

MAGISTRATE JUDGE

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EXHIBIT A

EXPERT/CONSULTANT ACKNOWLEDGMENT OF CONFIDENTIALITY AND 

AGREEMENT TO BE BOUND BY SOURCE CODE PROTECTIVE ORDER

I, ______________________________, declare:

1. I reside at ______________________________________________.

2. I have read the Source Code Stipulation and Protective Order (“Order”) in Grace 

et al. v. Apple Inc., Case No. 17-cv-00551 LHK, pending in the Northern District of California.

3. I am familiar with the contents of the Order and agree to comply and be bound 

by the provisions thereof.

4. I will not divulge to persons other than those specifically authorized by the 

Order, and will not copy or use except solely for the purposes of this litigation and only as 

expressly permitted by the terms of the Order, any Protected Material obtained pursuant to the 

Order.

5. By signing below, I hereby agree to submit to the jurisdiction of the United 

States District Court for the Northern District of California for resolving any and all disputes 

regarding the Order and this Acknowledgment of Confidentiality. I further agree that any and 

all disputes regarding the Order and this Acknowledgment of Confidentiality shall be governed 

by the laws of the State of California, and that the district court for the Northern District of 

California shall be the sole and exclusive venue for resolving any disputes arising from the 

Order and this Acknowledgment of Confidentiality.

6. By signing below, I hereby confirm that I am not currently and do not currently 

anticipate becoming an officer, director, or employee of, providing any form of consulting 

services to, or becoming involved in any Competitive Decision-Making on behalf of any entity 

on the Restricted Competitors List with respect to the subject matter of this suit (including any 

messaging, tablet, or mobile phone applications, products, or services). I further agree that: (1) 

during the pendency of these proceedings I shall not accept any position as an employee, 

officer, or director of any entity on the Restricted Competitors List; (2) for the two years 

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following the close of expert discovery or during the pendency of these proceedings, 

whichever is shorter, I shall not consult with, or provide services to any entity on the Restricted 

Competitors List; and (3) I shall not at any time, either during the pendency of these 

proceedings or after conclusion of these proceedings, use or divulge any Protected Material 

made available to me pursuant to the Order.

I declare under penalty of perjury under the laws of the State of California that the 

foregoing is true and correct.

Executed on ____________________ at ____________________.

________________________________________

Name:

Address:

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FILER’S ATTESTATION

Pursuant to Civil L.R. 5-1(i)(3), I hereby attest that concurrence in the filing of this 

document has been obtained from each of the above signatories.

Dated: October 19, 2017 By: /s/ Jill M. Manning Jill M. Manning

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CERTIFICATE OF SERVICE

On October 19, 2017, I electronically filed the foregoing with the Clerk of the Court by 

using the CM/ECF system which will send notice of electronic filing to all persons registered 

for ECF. All copies of documents required to be served by Fed. R. Civ. P. 5(a) and L.R. 5-1 

have been so served.

By: /s/ Suneel Jain

 Suneel Jain

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