Exhibit A

Case 2:24-cv-00015-JRG-RSP Document 47-1 Filed 04/25/24 Page 1 of 27 PageID #: 394
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UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

HEADWATER PARTNERS II LLC, 

 Plaintiff and Counterclaim-Defendant,

v.

CELLCO PARTNERSHIP, D/B/A VERIZON 

WIRELESS, AND VERIZON CORPORATE 

SERVICES GROUP INC., 

 Defendants and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00007-JRG-RSP

JURY TRIAL DEMANDED

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant,

v.

T-MOBILE USA, INC. AND SPRINT LLC, 

Defendants and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00015-JRG-RSP

(LEAD CASE)

JURY TRIAL DEMANDED

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant,

v.

AT&T SERVICES, INC., AT&T MOBILITY 

LLC AND AT&T CORP., 

Defendants and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00016-JRG-RSP

(MEMBER CASE TO 2:24-cv-00015-JRGRSP)

JURY TRIAL DEMANDED

PROTECTIVE ORDER

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

Verizon Wireless, and Verizon Corporate Services Group Inc., T-Mobile USA, Inc. and Sprint LLC, 

and AT&T Services, Inc., AT&T Mobility LLC and AT&T Corp., hereafter referred to as “the

Parties,” believe that certain information that is or will be encompassed by discovery demands by 

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the Parties involves the production or disclosure of trade secrets, confidential business 

information, or other proprietary information;

WHEREAS, the Partiesseek a protective orderlimiting disclosure thereofin accordance with

Federal Rule of Civil Procedure 26(c):

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

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

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

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

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

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

(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,” “CONFIDENTIAL – ATTORNEYS’ 

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

– SOURCE CODE.” The word “CONFIDENTIAL,” “CONFIDENTIAL –

ATTORNEYS’ EYES ONLY,” or “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 

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

during a deposition shall be deemed “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 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,” “CONFIDENTIAL – ATTORNEYS’ 

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

“CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE 

CODE.”

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

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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 

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,” “CONFIDENTIAL –

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

EYES ONLY” under this Order, unless and untilsuch document isredesignated to have a

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different classification under this Order.

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

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

ATTORNEYS’ EYES ONLY – SOURCE CODE” (“DESIGNATED MATERIAL”),

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subject to the provisions herein and unless otherwise stated, this Order governs, without 

limitation: (a) all documents, electronically stored information, and/or things as defined by

the Federal Rules of Civil Procedure; (b) all pretrial, hearing or deposition testimony, or

documents marked as exhibits or for identification in depositions and hearings; (c) pretrial

pleadings, exhibits to pleadings and other court filings; (d) affidavits; and (e) stipulations. 

All copies, reproductions, extracts, digests and complete or partial summaries prepared

from any DESIGNATED MATERIALS shall also be considered DESIGNATED

MATERIAL and treated as such under this Order.

4. A designation of Protected Material (i.e., “CONFIDENTIAL,” “CONFIDENTIAL –

ATTORNEYS’ EYES ONLY,” or “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 of said unauthorized or 

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

to the class of materials designated as “CONFIDENTIAL,” “CONFIDENTIAL – ATTORNEYS’ 

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

CODE” both individually and collectively.

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illegally distributed or published documents, information, or material. Any Party that

inadvertently or unintentionally produces Protected Material without designating it as 

DESIGNATEDMATERIALmay request destruction ofthat ProtectedMaterial 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 then destroy all copies ofthe 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 this Action for the Parties;

(b) employees 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 of the receiving Party, as well as their immediate 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 

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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 

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 objectsto 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 orderwith 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 

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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 ofsuch DESIGNATED MATERIAL or any 

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

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

DESIGNATED MATERIALS and subject to all of the terms and conditions of this Order.

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

designated CONFIDENTIAL is so sensitive that its dissemination deserves even further 

limitation, the producing Party may designate such Protected Material “CONFIDENTIAL

– ATTORNEYS’ EYES ONLY,” or to the extentsuch Protected Material includes contains 

confidential, proprietary and/or trade secret source code or technical design documentation, 

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) (“Source Code Material”), the producing Party 

may redact Source Code Material and designate the Protected Material as 

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

Protected Material as “CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY –

SOURCE CODE.”

9. For Protected Material designated “CONFIDENTIAL – ATTORNEYS’ EYES ONLY,”

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

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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 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 “CONFIDENTIAL ATTORNEYS’ EYES ONLY –

SOURCE CODE,” the following additional restrictions apply:

(a) Access to a Party’s Source Code Material shall be provided only on one (1) “standalone” computer (that is, the computer may not be linked to any network, including 

a local area network (“LAN”), an intranet or the Internet). The stand-alone 

computer may be capable of storing .pdf copies of Source Code Material to the 

desktop solely for the limited purpose of production pursuant to paragraph 10(j). 

Any review of source code on the stand-alone computer by the receiving Party 

must occur prior to the close of expert discovery unless otherwise agreed among 

the parties or ordered by the Court. 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 notetaking laptop located in the review room (e.g., a computer, which is distinct from 

the stand-alone computer, that is not linked to any network, including a LAN, an 

intranet or the Internet, and has image making functionality of any type disabled, 

including but not limited to camera or video functionality). 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 notetaking laptop after a review session, for example by supervised use of a USB 

storage device. The note-taking laptop shall be used for the sole purpose of notetaking and shall be retained by the producing Party, and the laptop cleared of such 

notes after download to a removable disk by the receiving Party. The note-taking 

laptop shall have no features which would hinder the complete clearing of the 

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receiving Party’s notes after such notes have been downloaded. All notes relating 

to the Source Code Material, whether electronic or otherwise, will remain 

protected as work product and shall be treated as “CONFIDENTIAL – OUTSIDE 

ATTORNEYS’ EYES ONLY – SOURCE CODE.” For the avoidance of doubt, no 

reviewer may at any time copy any portions or sections of Source Code Material 

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; however, the notes may contain 

filenames, directory names, module names, class names, parameter names, 

variable names, function names, method names, or procedure names. The 

producing Party may visually monitor the activities of the receiving Party’s 

reviewer(s) from outside of the review room, solely for the purpose of ensuring 

that there is no unauthorized recording, copying, or transmission of the Source 

Code Material and not for purposes of monitoring the specific Source Code 

Material that the receiving Party’s reviewer is reviewing;

(b) Prior to the first inspection of any requested Source Code Material, the receiving 

Party shall provide twenty-one (21) days’ notice of the Source Code Material 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 standalone computerto normal business hours, which for purposes of this paragraph shall 

be 9:00 a.m. through 5:00 p.m. However, upon reasonable notice from the

receiving Party, the producing Party shall make reasonable efforts to accommodate

the receiving Party’s request for access to the stand-alone computer 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 shall not unreasonably hinder the receiving Party’s ability to efficiently 

and effectively conduct the prosecution or defense of this Action; and in particular, 

the Parties agree that the producing Party will reasonably cooperate with the 

receiving Party with respect to the office location of the producing Party’s outside 

counsel, or other mutually acceptable production protocol for Source Code 

Material;

(c) The producing Party shall provide the receiving Party, at the beginning of the first 

scheduled access to Source Code Material, with information explaining how to

start, log on to, and operate the stand-alone computerin orderto accessthe produced 

Source Code Material on the stand-alone computer;

(d) The producing Party will produce Source Code Material in computer searchable 

format on the stand-alone computer as described above;

(e) The receiving Party may request any reasonable software tools on the stand-alone 

computer, which shall be installed by the producing Party but at the receiving 

Party’s expense (solely to the extent such tools require separate license fees). The 

receiving Party must provide the producing Party with electronic media containing 

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any such tool(s)—or appropriate online location from which such tool(s) can be 

downloaded—at least seven (7) days in advance of the date upon which the 

receiving Party wishes to have the tool(s) available for use, though the producing 

Party shall work in good faith in attempting to accommodate requests for additional 

tools requested during multi-day reviews. The receiving Party must obtain 

licensed copies of software tools to be installed on the stand-alone computer. The 

producing Party will make a good-faith attempt to install them on the stand-alone 

computer. The receiving Party is not allowed to directly install any software on 

the stand-alone computer, absent express written consent from the producing 

Party;

(f) At such time as the producing Party makes Source Code Material available for 

review, the producing Party shall permit the receiving Party, to the extent 

practicable, to create a manifest of the contents of the stand-alone computer that 

resides on the stand-alone computer, with such manifest to include at least each file 

name and file path;

(g) Access to Source Code Material shall be limited to outside counsel and up to four

(4) outside consultants or experts2 (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(d) above. 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;

(h) To the extent portions of Source Code Material are quoted in a Source Code 

Document, either (1) the entire Source Code Document will be stamped and treated 

as RESTRICTED - CONFIDENTIAL SOURCE CODE or (2) those pages

containing quoted Source Code Material will be separately stamped and treated as 

RESTRICTED - CONFIDENTIAL SOURCE CODE;

(i) No electronic copies of Source Code Material shall be made without prior written

consent of the producing Party, except as necessary to create documents which, 

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

electronically;

(j) No person shall copy, e-mail, transmit, upload, download, print, photograph or 

2 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. Such direct reports and/or 

support personnel are subject to the requirements set forth in paragraph 5(d), including their assent 

to the Undertaking attached at Appendix A hereto.

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otherwise duplicate any portion of the designated Source Code Material, except as 

the receiving Party may request a reasonable number of pages of Source Code 

Material to be printed on watermarked or colored pre-bates numbered paper, which 

shall be provided by the producing Party. The receiving Party may not request 

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

electronically as set forth in paragraph (a) in the first instance. The receiving Party 

shall not request more than 35 consecutive pages of Source Code Material or an 

aggregate total of more than 600 pages of Source Code Material during the duration 

of the case without prior written approval of 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. Within four (4) 

business days or such additional time as necessary due to volume requested, the 

producing Party will provide five (5) duplicate copies of the requested material on 

watermarked or colored paper bearing Bates numbers and the legend 

“RESTRICTED CONFIDENTIAL – SOURCE CODE” unless objected to as 

discussed below. The printed pages shall constitute part of the Source Code 

Material produced by the producing Party in this action;

(k) If the producing Party objects that the printed portions are not reasonably necessary 

to any case preparation activity, the producing Party shall make such objection 

known to the receiving Party within three days. If after meeting and conferring the 

producing Party and the receiving Party cannot resolve the objection (where such 

meet-and-confer need not take place in person), the receiving Party may seek a 

Court resolution of whether the printed Source Code Material in question is 

reasonably necessary to any case preparation activity;

(l) If the receiving Party’s outside counsel, consultants, or experts obtain printouts or 

photocopies of Source Code Material, 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. 

The receiving Partymay 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); 

(m) A producing Party’s SourceCode 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 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. Source Code Material may only be transported 

electronically for the purpose of Court proceeding(s) or deposition(s) and is at all

times subject to the transport restrictions set forth herein; and 

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(n) All copies of any portion of the Source Code Material shall be returned to the 

producing Party if they are no longer in use. Copies of Source Code Material 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.

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 “CONFIDENTIAL – ATTORNEYS’ EYES ONLY” and/or 

“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-in-suit. 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 proceedings, or Covered Business Method Review proceedings involving 

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the Patents-in-Suit 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 

produces documents,information or othermaterialitreasonably believes are protected under 

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

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

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

unintentionally produced documents, information or other material 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. 

14. If a receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected 

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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 persons to 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 theDESIGNATEDMATERIALas 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 officer, director, employee

or 30(b)(6) designee of the producing Party (regardless of whether that 30(b)(6) designee 

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16

is a current or former officer, director, or employee of 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 

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

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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 

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

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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” or “CONFIDENTIAL – ATTORNEYS’ EYES ONLY” 

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 Partiesshall have

ten (10) days after production of such documents, information or other materials to make

such a designation. Until that time period lapses or untilsuch a designation has beenmade,

whichever occurssooner, all documents, information or other materialso produced or given

shall be treated as “CONFIDENTIAL – ATTORNEYS’ EYES ONLY” for three (3) days 

and then as “CONFIDENTIAL” for the remainder of the 10-day period.

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 

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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. 

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 

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20

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 Order shall 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.

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: 

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(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 

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 

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22

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. No Party may remove, or cause to be removed, Protected Material produced by another 

Party from the territorial boundaries of the United States of America or permit any person 

who is not a U.S. citizen, a lawful permanent resident of the U.S (“green card holder”), or 

an asylee or refugee legally admitted to the United States under the administration of U.S. 

citizenship and immigration services (USCIS) to review any such Protected Material. 

Without limitation, this prohibition extends to Protected Material (including copies) in 

physical and electronic form. The viewing of Protected Material through electronic means 

outside the territorial limits of the United States of America is similarly prohibited. 

Notwithstanding this prohibition, Protected Material, exclusive of material designated 

RESTRICTED CONFIDENTIAL – SOURCE CODE, and to the extent and only if 

otherwise permitted by law, may be taken outside the territorial limits of the United States 

if it is reasonably necessary for a deposition in this litigation taken in a foreign country. 

Moreover, no specially designated national is permitted to review Protected Material in 

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23

any manner whatsoever. 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.

33. To the extent that any one of Defendants in this Action provides Protected Material under 

the terms of this Protective Order to Plaintiff, Plaintiff shall not share that Protected 

Material with the other Defendants in this Action, absent express written permission from 

the producing Defendant. This Order does not confer any right to any one Defendant to 

access the Protected Material of any other Defendant.

34. Nothing in this Order shall restrict in any way the use or disclosure of Protected Material

by a receiving Party: (i) previously produced, disclosed and/or provided by the producing 

Party to the receiving Party or a non-party without an obligation of confidentiality and not 

by inadvertence or mistake; (ii) with the consent of the producing Party; or (iii) pursuant 

to order of the Court.

35. No Defendant is required to produce its Protected Material to any other Defendant or 

Defendants, or to any other Defendant’s or Defendants’ counsel, but nothing in this Order 

shall preclude such production. Notwithstanding the provisions of this Protective Order, 

Plaintiff shall not disclose one Defendant’s Protected Material to any other Defendant or 

Defendants through Court filings, oral argument in Court, expert reports, deposition, 

discovery requests, discovery responses, or any other means, without the express prior 

written consent of the Defendant that produced the Protected Material.

IT IS SO ORDERED.

SIGNED this _________ day of _________, 2024.

___________________________________________

Case 2:24-cv-00015-JRG-RSP Document 47-1 Filed 04/25/24 Page 24 of 27 PageID #: 417
24

 RODNEY GILSTRAP

 UNITED STATES CHIEF DISTRICT JUDGE

Case 2:24-cv-00015-JRG-RSP Document 47-1 Filed 04/25/24 Page 25 of 27 PageID #: 418
1

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

HEADWATER PARTNERS II LLC, 

 Plaintiff and Counterclaim-Defendant,

v.

CELLCO PARTNERSHIP, D/B/A VERIZON 

WIRELESS, AND VERIZON CORPORATE 

SERVICES GROUP INC., 

 and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00007-JRG-RSP

JURY TRIAL DEMANDED

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant,

v.

T-MOBILE USA, INC. AND SPRINT LLC, 

Defendants and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00015-JRG-RSP

(LEAD CASE)

JURY TRIAL DEMANDED

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant,

v.

AT&T SERVICES, INC., AT&T MOBILITY 

LLC AND AT&T CORP., 

Defendants and Counterclaimant-Plaintiffs.

Case No. 2:24-cv-00016-JRG-RSP

(MEMBER CASE TO 2:24-cv-00015-JRGRSP)

JURY TRIAL DEMANDED

APPENDIX A

UNDERTAKING OF EXPERTS OR CONSULTANTS REGARDING 

PROTECTIVE ORDER

I, ___________________________________________, declare that:

1. My address is _________________________________________________________. 

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2

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,” 

“CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “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 

terms of the Protective Order.

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

designated as “CONFIDENTIAL,” “CONFIDENTIAL –-- ATTORNEYS’ EYES 

ONLY,” or “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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