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UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

HEADWATER RESEARCH LLC,

Plaintiff,

v.

VERIZON COMMUNICATIONS INC., ET 

AL.,

Defendants.

Civil Action No. 2:23-cv-00352-JRG-RSP

JURY DEMANDED

PROTECTIVE ORDER

WHEREAS, Plaintiff Headwater Research, LLC and Defendants Cellco Partnership, d/b/a 

Verizon Wireless, and Verizon Corporate Services Group Inc.,1 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,thePartiesseeka protectiveorderlimiting disclosure thereofin accordancewith 

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

1 Verizon Communications Inc. is not a proper party to this lawsuit and is not subject to personal 

jurisdiction in this District. Accordingly, this order only binds the other named defendants.

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

(a) Designating Documents: 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,” “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE.” The word(s) 

“CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES 

ONLY – SOURCE CODE” shall be placed clearly on each page of the Protected 

Material (except deposition and hearing transcripts) for which such protection is 

sought, except for electronic files, as noted in Paragraph 1(d).

(b) Designating Transcripts: Parties or entities may designate depositions and other 

testimony with the appropriate designation by indicating on the record at the time 

the testimony is given or by sending written notice of how portions of the transcript 

of the testimony is designated within thirty (30) days of receipt of the transcript of 

the testimony. If no indication on the record is made, all information disclosed 

during a deposition shall be deemed “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY” until the time within which it may be appropriately 

designated as provided for herein has passed. Any Party that wishes to disclose the 

transcript, or information contained therein, may provide written notice of its intent 

to treat the transcript as non-confidential, after which time, any Party that wants to 

maintain any portion of the transcript as confidential must designate the 

confidential portions within seven (7) days, or else the transcript will be treated as

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non-confidential. Any Protected Material that is used in the taking of a deposition 

shall remain subject to the provisions of this Protective Order, along with the 

transcript pages of the deposition testimony dealing with such Protected Material. 

In such cases, the court reporter shall be informed of this Protective Order and shall 

be required to operate in a manner consistent with this Protective Order. For 

deposition and hearing transcripts, the word “CONFIDENTIAL,” “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY 

CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE”

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,” “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY 

CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE 

CODE.”

(c) Designating Videotaped Depositions: In the event the deposition is videotaped, 

the original and all copies of the videotape shall be marked by the video technician 

to indicate that the contents of the videotape are subject to this Protective Order, 

including the specific confidentiality level claimed if such a designation is made 

prior to the videotape being provided by the video technician, substantially along 

the lines of: “This videotape contains [confidential] testimony used in this case and 

is not to be viewed, or the contents thereof displayed or revealed, except pursuant 

to the terms of the operative Protective Order in this matter or pursuant to written

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stipulation of the Parties.”

(d) Designating Native Files: Where electronic files and documents are produced in 

native electronic format, such electronic files and documents shall be designated 

for protection by appending to the file names or designators information indicating 

whether the file contains “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE” material. When such electronic 

files or documents are printed (for use at a deposition, in a court proceeding, or for 

provision in printed form to an expert or consultant approved pursuant to 

Paragraphs 5(f) and 29), the Party printing the electronic files or documents shall 

place on the printed document the appropriate designation, as well as the production 

numbers associated with the electronic files or documents.

2. Any document produced under Patent Rules 2-2, 3-2, and/or 3-4 before issuance of this 

Order with the designation “Confidential” or “Confidential- Outside Attorneys’ Eyes Only” 

shall receive the same treatment as if designated “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY” under this Order, unless and untilsuch document is 

redesignated to have a different classification under this Order.

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

“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY 

CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” 

(“DESIGNATED MATERIAL”),2 subject to the provisions herein and unless otherwise

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

class of materials designated as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’

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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,” “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL –

OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE”) may be made at any time. 

Inadvertent or unintentional 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. Unauthorized or illegal distribution or 

publication of documents, information, or material without the producing party's 

permission shall not be deemed a waiver in whole or in part of a claim for confidential 

treatment ofsaid unauthorized or illegally distributed or published documents, information, 

or material. 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 that is properly designated. The recipient(s)shall

EYES ONLY – SOURCE CODE” both individually and collectively.

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

and any documents, information or material derived from or based thereon irrespective of 

any other potential remedies provided in Federal Rule of Civil Procedure 26(b)(5)(B).

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 the above-captioned litigation (the “Action”) for the 

Parties;

(b) employees, law firm partners, and law firm associates of such outside counsel 

assigned to and reasonably necessary to assist such counsel in the litigation of 

this Action;

(c) up to three (3) in-house counsel for the Parties who are (1) not involved in competitive 

decision-making and either (2)(a) have responsibility for making decisions dealing 

directly with the litigation of this Action, or (2)(b) who are assisting outside 

counsel in the litigation of this Action;

(d) mock jurors and jury consultants who have signed an undertaking or agreement 

agreeing not to publicly disclose Protected Material and to keep any information 

concerning Protected Material confidential;

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

are officers or employees ofthe receiving Party, as well astheirimmediate paralegals and 

staff, to whom disclosure is reasonably necessary for the litigation of this Action, 

provided that any such person has agreed to be bound by the terms of this Order 

by signing the agreement attached hereto as Appendix A, which shall be provided 

to the producing Party before disclosure of Protected Material to the designated 

representative. 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;

(f) 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; (2) before access is given, the consultant or 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

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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 fifteen (15) days of the notice, or within such other time asthe 

Partiesmay 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;

(g) 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;

(h) 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, provided 

they have an obligation not to publicly disclose Protected Material and to keep any 

information concerning Protected Material confidential; and

(i) 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 contain or reflect 

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 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

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

DESIGNATED MATERIALS and subject to all of the terms and conditions of thisOrder.

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 “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or to the extent such Protected 

Material includes computer source code, including computer code, scripts, assembly, 

binaries, object code, source code listings and descriptions of source code, object code 

listings and descriptions of object code, and Hardware Description Language (HDL) or 

Register Transfer Level (RTL) files that describe the hardware design of any ASIC or other 

chip, and/or live data (that is, data as it exists residing in a database or databases), the 

producing Party may redact source code Material and designate the Protected Material as 

“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” and designate the original 

unredacted Protected Material as “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE.”

9. For Protected Material designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY,” accessto, and disclosure of,such Protected Materialshall be limited to individuals 

listed in Paragraphs 5(a-b), (d) and (f-i). Additionally, the Parties’ in-house counsel 

identified in paragraph 5(c) shall be allowed access to the Parties’ Protected Material 

designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” related to 

settlements, licenses, covenants not to sue, covenants not to assert, standstills, valuations 

of the patents asserted in this Action (the “Patents-in-Suit”), and any materials relating to 

the disposition of any rights in the Patents-in-Suit, including offers to sell or license the

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Patents-the-Suit, and financial information, so long as that in-house counsel exercises no 

competitive decision-making authority on behalf of the client.

10. For Protected Material designated “HIGHLY CONFIDENTIAL –OUTSIDE

ATTORNEYS’ EYES ONLY – SOURCE CODE,” the following additional restrictions 

apply:

(a) Access to a Party’s source code material shall be provided only on two (2) “standalone” computer(s) (that is, the computer may not be linked to any network, 

including a local area network (“LAN”), an intranet or the Internet). Additionally, 

except as provided in Paragraph 10(l) below, the stand-alone computer(s) may only 

be located at the offices of the producing Party’s outside counsel; at the location 

of a witness providing deposition testimony on behalf of a producing Party; or at a 

location mutually agreed by the Parties. Any review of source code on the standalone computer(s) by the receiving Party must occur prior to the close of expert 

discovery unless otherwise agreed among the parties or ordered by the Court;

(b) Prior to the first inspection of any requested source code, the receiving Party shall 

provide at least seven (7) days’ notice of the source code that it wishes to inspect. 

For subsequent reviews, the receiving Party shall provide three (3) business days’ 

notice prior to any additional inspection. The receiving Party shall make 

reasonable efforts to restrict its requests for such access to the stand-alone 

computer(s) to normal business hours, which for purposes of this paragraph shall 

be 9:00 a.m. through 6:00 p.m local time, on business days (i.e. weekdays that are 

not Federal or local holidays). The receiving Party will provide a list of names of 

persons who will inspect the source code material to the producing Party at the 

time of request for access. Upon reasonable notice from the receiving Party, the 

producing Party shall make reasonable effortsto accommodate the receiving Party’s 

request for access to the stand-alone computer(s) outside of normal business hours. 

The Parties agree to cooperate in good faith such that maintaining the producing 

Party’s source code material at the offices of its outside counsel or any location 

agreed to under Paragraph 10(a) above shall not unreasonably hinder the receiving 

Party’s ability to efficiently and effectively conduct the prosecution or defense of 

this Action. No recordable media or recordable devices, including without 

limitation sound recorders, computers, cell phones, peripheral equipment, cameras, 

CDs, DVDs, or drives of any kind, shall be permitted into the source code Review 

Room. The producing Party may visually and non-intrusively monitor the 

activities of the receiving Party’s 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. 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. The receiving Party will not copy, remove, or 

otherwise transfer any source code from the source code computer including,

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without limitation, copying, removing, or transferring the source code onto any 

recordable media or recordable device. 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. Proper identification of all authorized 

persons shall be provided prior to any access to the secure room or the computer 

containing source code. Access to the secure room or the source code computer 

may be denied, at the discretion of the supplier, to any individual who fails to 

provide proper identification;

(c) The producing Party shall provide the receiving Party with information explaining 

how to start, log on to, and operate the stand-alone computer(s)in orderto accessthe 

produced source code material on the stand-alone computer(s);

(d) The producing Party will produce source code material in computer searchable 

format on the stand-alone computer(s) as described above;, and upon reasonable 

request from the receiving Party will make reasonable efforts to install reasonable 

search and analysis tools appropriate for the type of source code material being 

produced pursuant to Paragraph 10(j) below;

(e) Access to Protected Material designated “HIGHLY CONFIDENTIAL –

OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” shall be limited to 

outside counsel and up to three (3) outside consultants or experts3 (i.e., not existing 

employees or affiliates of a Party or an affiliate of a Party) retained for the purpose 

of this litigation and approved to access such Protected Materials pursuant to 

Paragraph 5(f) above, provided that: (a) such expert or consultant is not a current 

officer, director, or employee of a Party or of a competitor of a Party, nor 

anticipated at the time of retention to become an officer, director or employee of a 

Party or of a competitor of a Party; (b) such expert or consultant is not involved in 

competitive decision-making on behalf of a Party or a competitor of a Party; and

(c) no unresolved objections to disclosure exist after proper notice has been given 

to all Parties. A receiving Party may include excerpts of source code material in a 

pleading, exhibit, expert report, discovery document, deposition transcript, other 

Court document, provided that the source code documents are appropriately 

marked under this Order, restricted to those who are entitled to have access to them 

as specified herein, and, if filed with the Court, filed under seal in accordance with 

the Court’s rules, procedures and orders, with any source code redacted;

(f) To the extent portions of source code material are quoted in a source code 

document, either (1) all source code material will be redacted from pages 

containing quoted source code material and the document will be stamped and

3 For the purposes of this paragraph, an outside consultant or expert is defined to include the outside 

consultant’s or expert’s direct reports and other support personnel, such that the disclosure to a 

consultant or expert who employs others within his or her firm to help in his or her analysis shall 

count as a disclosure to a single consultant or expert.

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treated as “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or (2)

those pages containing unredacted quoted source code material will be 

separately stamped and treated as “HIGHLY CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE”;

(g) Except as set forth elsewhere in Paragraph 10 below, no electronic copies of source 

code material shall be made without prior written consent of the producing Party;

(h) The receiving Party shall request for printing only such portions as are reasonably 

necessary from the standalone computers onto pre-Bates numbered and 

watermarked paper, which shall be provided by the producing Party, that bears the 

legend “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY

– SOURCE CODE.” Within three business (3) days of request, the producing 

Party shall either (i) provide four (4) copy sets of such pages to the receiving Party 

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, within 

five (5) business days, the receiving Party shall seek a Court resolution of whether 

the printed source code in question is reasonable and was printed for a permitted 

purpose. The receiving Party shall not request to print more than thirty-five (35) 

consecutive pages and no more than seven hundred fifty (750) pages in total of the 

producing Party’s source code throughout the duration of this action, without prior 

written approval by the producing Party, such approval to be granted or denied 

within three (3) business days of the receiving Party’s request and such approval 

not to be unreasonably requested or withheld;

(i) The receiving Party may not make photocopies of the received source code, other 

than as set forth below for purposes Court filings and proceedings, expert reports, 

contentions, and depositions. At the receiving Party’s request, up to three (3) 

additional sets (or subsets) of printed source code may be requested and provided 

by the producing Party in a timely fashion. Copies may not be made for purposes 

of review elsewhere in the first instance (i.e., as an alternative to reviewing the 

source code material in the room in which the stand alone computers are located);

(j) At least seven (7) business days in advance of the date upon which the Receiving 

Party wishes to use the source code computers, the Receiving Party shall identify 

the software tools it wishes to have installed and available for use on the source 

code computers, and for non-publicly available software provide, on a CDROM or 

other medium, a properly licensed copy of the software it requests to be installed. 

Any costs associated with acquiring licenses to requested software tools shall be 

borne by the Receiving Party. In the event that there are issues concerning the 

installation or use of such tool, the Parties, and their technical staff, shall meet and 

confer promptly to resolve such issues. The Parties shall promptly meet and confer 

as to any objection the producing Party may have to the installation of such 

software.

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(k) The receiving Party 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 along 

with dates and locations where the paper copies are stored for all reviewers other 

than outside counsel for receiving Party. The receiving Party shall ensure that such 

outside counsel, consultants, or experts keep the printouts or photocopies in a 

secured locked area in the offices of such outside counsel, consultants, or expert. 

Such photocopies shall also be on watermarked paper. The receiving Party may 

also temporarily keep the printouts or photocopies at: (i) the Court for any 

proceedings(s) relating to the source code material, for the dates associated with 

the proceeding(s); (ii) the sites where any deposition(s) relating to the source code 

material are taken, for the dates associated with the deposition(s); and (iii) any 

intermediate location reasonably necessary to transport the printouts or photocopies 

(e.g., a hotel prior to a Court proceeding or deposition). 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, unless otherwise agreed by the producing Party. 

All paper copies of source code brought to the deposition must be returned to the 

receiving Counsel following the deposition for secure transport back to the secured 

locked area in the offices of the receiving Counsel; and

(l) A producing Party’s source code material may only be transported by the receiving 

Party at the direction of a person authorized under Paragraph 10(e) above to another 

person authorized under Paragraph 10(e) above, on paper via hand carry, Federal 

Express or other similarly reliable courier. Source code material may not be 

transported or transmitted electronically over a network of any kind, including a 

LAN, an intranet, or the Internet, except as with respect to the transmission of 

contentions, expert reports, sealed court filings, or any other document, which 

pursuant to the Court’s rules, procedures, or orders must be filed or served 

electronically, as set forth in Paragraphs 10(e)-(f) and 10(i) and is at all times 

subject to the transport restrictions set forth herein.

(m) A producing Party may, at its election, prohibit a receiving Party’s source code 

reviewer(s) from bringing electronic devices (other than medical devices) into the 

room containing the stand-alone computer. If the receiving Party so elects, the 

producing Party must provide (1) a separate, secure, and substantially private 

workspace convenient to the review room for use by the receiving Party’s 

reviewer(s) to store and use electronic devices; and (2) a note-taking laptop located 

in the review room. The note-taking laptop must be equipped with Microsoft Word 

and Microsoft OneNote, or (after reasonable notice to the reviewing Party) 

equivalent software. The producing Party must provide for any reviewer to load 

notes, including electronic documents, onto the note-taking laptop prior to a review 

session and to retrieve notes from the note-taking laptop after a review session, for 

example by supervised use of a USB storage device. All notes, whether electronic 

or otherwise, will remain protected as work product. For the avoidance of doubt, 

no reviewer may at any time copy any portions or sections of source code material

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into either electronic or paper notes and counsel for the reviewing Party shall 

instruct its reviewer(s) not to copy or include any portion or section of source code 

material in either electronic or paper notes.

(n) In the case of any conflict between a provision of Paragraph 10 (regarding source 

code) and any other provision in this Order, the provision in Paragraph 10 

(regarding source code) shall govern.

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

associated with a Party and who received the other Party’s Protected Material that is 

designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” and/or 

“HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE 

CODE” (collectively “HIGHLY SENSITIVE MATERIAL”), who obtains, receives, has 

access to, 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 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-insuit. For the avoidance of doubt, this provision shall not preclude any person (including 

counsel or experts) who obtains, receives, or otherwise learns, in whole or in part, the other 

Party’s DESIGNATED MATERIAL under this Order from participating in or representing 

it in reexamination proceedings, Post-Grant Review proceedings, Inter Partes Review

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proceedings, or Covered Business Method Review proceedings involving the patents-insuit provided that they do not advise on, consult on, prepare, draft, or edit any amendment 

to specifications or claims based on those proceedings.

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 

producesdocuments,informationor othermaterialitreasonablybelieves areprotected under 

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

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

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

or unintentionally produced documents, information or other material and certified as such 

to the producing Party. The recipient(s) shall destroy all copies of such documents, 

information or other material and make every effort to further prevent unauthorized 

disclosure and secure the agreement of any recipient not to further disseminate the 

protected material in any form.

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.

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14. 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, and provide all known, relevant nonprivileged information concerning the nature and circumstances of the disclosure; (b) use 

its best efforts to retrieve all unauthorized copies of the Protected Material and to ensure 

that no further or greater unauthorized disclosure and/or use thereof is made, including 

securing the agreement of the recipient(s) not to further disseminate the Protected Material 

in any form; (c) inform the person or personsto whom unauthorized disclosures were made 

of all the terms of this Order; and (d) request such person or persons to execute the 

“Acknowledgment and Agreement to Be Bound” that is attached hereto as Appendix A. 

Compliance with the foregoing shall not prevent the producing Party from seeking further 

relief from the Court. Unauthorized or inadvertent disclosure does not change the status 

of Protected Material or waive the right to hold the disclosed document or information as 

Protected.

15. 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 theDESIGNATED MATERIALas 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

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16

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 Paragraphs 9 and 11 of this Order); (vi) an 

independent contractor, consultant, and/or expert retained for the purpose of this litigation 

and disclosed and approved pursuant to Paragraphs 5(f) and 29; (vii) court reporters and 

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

DESIGNATED MATERIAL. DESIGNATED MATERIAL shall not be disclosed to any 

other persons unless prior authorization is obtained from counsel representing the 

producing Party or from the Court.

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

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

for informing the Clerk of the Court that the filing should be sealed and for placing the 

legend “FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER” above the 

caption and conspicuously on each page of the filing. 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.

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 

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. However, each 

of the parties reserves the right to request that the Court seal the courtroom or, if allowed

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17

by the Court, during the presentation of any testimony relating to or involving the use of 

any Protected Material.

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 ten (10) 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. The parties agree that an expert’s drafts reports, notes, and outlines of draft reports shall 

not be subject to discovery in this case, nor shall any such drafts, notes, or outlines of draft 

reports that the expert prepared in other cases that are not publicly available be subject to 

discovery in this case. Discovery of materials provided to experts shall be limited to those 

materials, facts, expert opinions, and other matters relied upon by the experts in forming

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18

their final report, trial or deposition testimony, or any opinion in this case. No 

conversations or communications between counsel and any expert will be subject to 

discovery unless the conversations or communications are relied upon by such experts in 

formulating opinions that are presented in reports, trial, or deposition testimony in this 

case. Materials, communications (including email), and other information exempt from 

discovery under this paragraph shall be treated as attorney-work product for the purposes 

of this litigation. This provision does not change the existing protections for expert 

discovery and exceptions thereto set forth in Fed. R. Civ. P. 26(b)(4).

21. 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 designate material for protection under this Order.

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

designate as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY –

SOURCE CODE” any documents, information or other material, in whole or in part, 

produced or given by such Third Parties. In the absence of any earlier designation, 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 “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY” for three (3) days and then as “CONFIDENTIAL” for the 

remainder of the 10-day period.

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23. The provisions of this Order shall continue to be binding after final termination of this 

case until a Producing Party agrees otherwise in writing or a court order otherwise directs. 

Within sixty (60) 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 receiving Party’s election either be 

returned to the producing Party or be destroyed. The receiving Party shall verify in writing 

the return or destruction, at the conclusion of the sixty-day period. Notwithstanding the 

foregoing, outside counsel of record shall be entitled to maintain copies of all pleadings, 

expert reports, motions and trial briefs (including all supporting and opposing papers and 

exhibits thereto), written discovery requests and responses (and exhibits thereto), 

deposition transcripts (and exhibits thereto), trial transcripts and hearing transcripts, and 

exhibits offered or introduced into evidence at any hearing or trial, emails and their 

attachments, and their attorney work product which refers or is related to any Protected 

Material for archival purposes only. Any such archived copies that contain or constitute 

Protected Material remain subject to this Order and shall be maintained in confidence by 

outside counsel for the Party retaining the materials. This provision does not apply to the 

Court, including court personnel and the Court’s reporter. Any destruction obligations 

under this Protective Order shall not apply to electronically-stored information in archival 

form stored on backup tapes or computer servers that are created only for disaster recovery 

purposes, provided that such electronic archives are not used as reference materials for a 

receiving Party’s business operations.

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24. 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.

25. 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 

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.

26. 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.

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.

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29. Prior to disclosing any Protected Material to any person described in Paragraph 5(f) 

(referenced below as “Person”), the Party seeking to disclose such information shall 

provide the Producing Party with written notice that includes:

(a) the name and current address of the Person;

(b) an up-to-date curriculum vitae of the Person;

(c) the present employer and title of the Person;

(d) an identification of all of the Person’s past and current employment and consulting 

relationships in the past five (5) years, including direct relationships and 

relationships through entities owned or controlled by the Person, including but not 

limited to an identification of any individual or entity with or for whom the Person 

is employed or to whom the Person provides consulting services and a description 

of any job responsibilities or consulting services relating to product design, 

development, sales, marketing, pricing, patenting, or licensing;

(e) an identification of all patents and pending patent applications on which the Person 

is named as an inventor, has been involved in prosecuting, or in which the Person 

has any ownership or pecuniary interest; and

(f) a list of the cases in which the Person has testified at deposition or trial within the 

last five (5) years.

Within five (5) business 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 five (5) business 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 five (5) business day period. If the Producing Party objects to 

disclosure to the Person within such five (5) business day period, the Parties shall meet and 

confer via telephone or in person within three (3) business 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 five (5) business days from the 

date of the meet and confer to seek relief from the Court. If relief is not sought from the

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22

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. Prior to receiving any Protected Material under this Order, the Person must 

execute a copy of the “UNDERTAKING REGARDING PROTECTIVE ORDER” 

(Appendix A hereto) and serve it on all Parties.

30. Legal Advice Based on Protected Material. Nothing in this Protective Order shall be 

construed to prevent counsel from advising their clients with respect to this case based in 

whole or in part upon Protected Materials, provided counsel does not disclose the 

Protected Material itself except as provided in this Order.

31. Each of the Parties shall 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.

32. Disclosure of Protected Material shall be subject to all applicable laws and regulations 

relating to the export of technical data contained in such Protected Material, including the 

release of such technical data to foreign persons or nationals in the United States or 

elsewhere. Each party receiving Protected Material shall comply with all applicable 

export control statutes and regulations. See, e.g., 15 C.F.R. § 734.2(b). No Protected 

Material may leave the territorial boundaries of the United States of America or be made 

available to any foreign national who is not (i) lawfully admitted for permanent residence 

in the United States or (ii) identified as a protected individual under the Immigration and 

Naturalization Act (8 U.S.C. § 1324b(a)(3)). Without limitation, this prohibition extends 

to Protected Material (including copies) in physical and electronic form. The viewing of

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Protected Material through electronic means outside the territorial limits of the United 

States of America is similarly prohibited. Notwithstanding this prohibition, Protected 

Material may be taken outside the territorial limits of the United States if it is reasonably 

necessary for a deposition taken in a foreign country. The restrictions contained within 

this paragraph may be amended through the consent of the producing Party to the extent 

that such agreed to procedures conform with applicable export control laws and 

regulations.

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1

UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

HEADWATER RESEARCH LLC,

Plaintiff,

v.

VERIZON COMMUNICATIONS INC., ET 

AL.,

Defendants.

Civil Action No. 2:23-cv-00352-JRG-RSP

JURY DEMANDED

APPENDIX A

UNDERTAKING OF EXPERTS OR CONSULTANTS 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,” “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL –

OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” that is disclosed to me.

4. I understand that signing this Undertaking Regarding Protective Order does not authorize 

me to view Protective Material that I am not otherwise authorized to view pursuant to the

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2

terms of the Protective Order.

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

designated as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – ATTORNEYS’ 

EYES ONLY,” or “HIGHLY CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES 

ONLY – SOURCE CODE” 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.

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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