IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF TEXAS 

MARSHALL DIVISION

Case No. 2:23-CV-00352-JRG-RSP

SUPPLEMENTAL PROTECTIVE ORDER

Before the Court is Joint Motion for Supplemental Protective Order (Dkt. No. 106). 

WHEREAS, the Court entered a Protective Order to protect Party and Non-Party 

confidential business information in the above-referenced action on November 1, 2023 (Dkt. 

No. 45) (the “Protective Order”); and

WHEREAS, Apple Inc. (“Apple”), a non-party to this action, may produce confidential 

source code or other documents in this action that include or incorporate confidential business 

information (“CBI”) belonging to Apple (“Apple CBI”); and

WHEREAS the Parties and Apple have agreed to provisions in addition to those contained 

in the Protective Order to protect against misuse or disclosure of such Apple CBI;

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

notwithstanding anything to the contrary in the Protective Order (including without limitation 

Paragraph 10 thereof), any source code or documents that incorporate Apple CBI produced in 

connection with the above-captioned action that are designated “Apple Confidential – Outside 

Attorneys’ Eyes Only” and/or “Apple Confidential – Outside Attorneys’ Eyes Only – Source 

Code” shall be subject to the following restrictions:

HEADWATER RESEARCH LLC,

Plaintiff,

v.

CELLCO PARTNERSHIP, D/B/A VERIZON 

WIRELESS and VERIZON CORPORATE SERVICES 

GROUP INC.,

Defendants.

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1. Nothing herein shall be construed as a representation or admission that any Apple 

source code material (“Apple Source Code”) is properly discoverable in this action, 

or to obligate Apple to produce any Apple Source Code.

2. Except as otherwise agreed by Apple, prior to the first inspection of any requested 

Apple Source Code, the receiving Party shall provide (a) thirty (30) days’ notice of 

the Apple Source Code that it wishes to inspect, and (b) fourteen (14) days’ notice 

prior to any additional inspections.

3. Review and inspection of any Apple Source Code is to take place at the offices of 

Apple’s outside counsel:

Walker Stevens Cannom LLP 

500 Molino St. #118

Los Angeles, California 90013

Further, any Apple Source Code shall be produced in a macOS format only. Apple 

shall install non-compiling tools that are sufficient for viewing and searching the 

code produced, on the platform produced, in Apple’s sole discretion and if such 

tools exist and are presently used in the ordinary course of Apple’s business. The 

Receiving Party’s outside counsel and/or experts may request that commercially 

available software tools for viewing and searching Apple Source Code be installed 

on the secured computer, provided, however, that (a) the Receiving Party possesses 

an appropriate license to such software tools; (b) the Producing Party approves such 

software tools; and (c) such other software tools are reasonably necessary for the 

Receiving Party to perform its review of the Source Code consistent with all ofthe 

protections herein. The Receiving Party must provide the Producing Party with 

such licensed software tool(s) at least twenty-one (21) days in advance of the date

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

available for use on the Source Code Computer.

4. No copies of all or any portion of any Apple Source Code may leave the room in 

which the Apple Source Code is inspected except as otherwise provided herein. 

Further, no other written or electronic record of the Apple Source Code is permitted 

except as otherwise provided herein. The receiving Party may request printouts of 

limited portions of the Apple Source Code only when necessary to prepare court 

filings or pleadings or other papers (including a testifying expert’s expert report). 

Any printed portion that consists of more than fifteen (15) pages of a continuous 

block of Apple Source Code shall be presumed to be excessive, and the burden shall 

be on the receiving Party to demonstrate the need for such a printed copy. The 

receiving Party may request print outs of no more than 100 pages total. No 

additional pages may be printed absent a showing of good cause. The receiving 

Party shall not print Source Code in order to review blocks of Apple Source Code 

elsewhere in the first instance, i.e., as an alternative to reviewing that Apple Source 

Code electronically on the source code computer, as the Parties and Apple 

acknowledge and agree that the purpose of the protections herein would be 

frustrated by printing portions of code for review and analysis elsewhere, and that 

printing is permitted only when necessary to prepare court filings or pleadings or 

other papers (including a testifying expert’s expert report). Counsel for Apple shall 

Bates number, copy, and label “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY - SOURCE CODE” any pages printed and, within 

five (5) business days of the receiving Party’s written request for such printouts,

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Apple shall either (i) provide one copy set of such pages to the receiving Party or

(ii) inform the receiving Party that it objects that the printed portions are excessive 

and/or not done for a permitted purpose. If, after meeting and conferring, Apple 

and the receiving Party cannot resolve the objection, the receiving Party shall be 

entitled to seek a Court resolution of whether the printed Apple Source Code in 

question is narrowly tailored and was printed for a permitted purpose. The burden 

shall be on the receiving Party to demonstrate thatsuch printed portions are no more 

than is reasonably necessary for a permitted purpose and not merely printed for the 

purposes of review and analysis elsewhere. The printed pages shall constitute part 

of the Apple Source Code produced by Apple in this action.

5. Notwithstanding anything to the contrary in Paragraph 10(k) of the Protective Order, for 

depositions, the receiving Party shall not make or bring any additional copies of any 

printed Apple Source Code. Rather, at least ten (10) days before the date of the 

deposition, the receiving Party shall notify Apple that it wishesto use specific, identified 

portions of Apple Source Code at the deposition. If it is an in-person deposition, Apple 

shall bring printed copies of the requested Apple Source Code to the deposition for use 

by the receiving Party. Copies of Apple 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. All paper copies of Apple Source Code brought by Apple to an in-person 

deposition shall remain with Apple’s outside counsel for secure destruction in a timely 

manner following the deposition.

6. Except as provided in this paragraph, and notwithstanding anything to the contrary in

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Paragraph 10 of the Protective Order, absent express written permission from Apple, 

the receiving Party may not create electronic images, or any other images, or make 

electronic copies, of Apple Source Code from any paper copy of such source code for 

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

the Apple Source Code to a PDF or photograph the code). Images or copies of Apple 

Source Code shall not be included in correspondence between the parties (references 

to production numbersshall be used instead), and shall be omitted from pleadings, court 

filings, expert reports, contentions, discovery responses, trial exhibits, demonstrative 

exhibits and other similar documents (including drafts thereof) whenever possible. If 

a party reasonably believes that it needs to submit a portion of any Apple Source Code 

as part of a filing with the Court, the filing Party shall (i) provide Apple with reasonable 

written notice of and opportunity to object or consent to the intended filing, and (ii) 

ensure that the filing is appropriately marked under this Protective Order, restricted to 

those who are entitled to have access to it as specified herein, and filed under seal in 

accordance with the Court’s rules, procedures, and orders. Any filing of Apple Source 

Code shall include only the Source Code strictly necessary to accomplish the filing 

Party’s goals. If Apple 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 needs to be made for a Court filing, access to the receiving Party’s 

submission, communication, and/or disclosure of electronic files or other materials 

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

limited solely to individuals who are expressly authorized to view materials designated 

as “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY -

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SOURCE CODE” under the Protective Order. Where Apple has provided the express 

written permission required under this provision for a receiving Party to create 

electronic copies of Apple Source Code, the receiving Party shall maintain a log of all 

such electronic copies of any portion of Apple 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 and manner in which 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 the Protective Order.

7. The Parties agree that the name(s) and Curriculum Vitae(s) of all expert witnesses 

who will have access to Apple CBI will be disclosed in advance, such that Apple 

may determine whether it has any objections to the expert(s).

8. If any document(s) containing Apple CBI appear on the exhibit list(s) of a Party, 

the Party is to give written notice by-email to Apple’s outside counsel at the time 

the exhibit list(s) are exchanged.

9. If any document(s) containing Apple CBI are used in open court, including but not 

limited to at a hearing or at trial, the Parties agree to use reasonable efforts to seal 

the courtroom and to use reasonable efforts to redact any related portions of the 

transcript(s).

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