EXHIBIT A

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and –

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[FURTHER AMENDED PROPOSED]

CONFIDENTIALITY AND PROTECTIVE

ORDER

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

Keller & Benvenutti LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors

and Debtors in Possession

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice)

(pzumbro@cravath.com)

Timothy G. Cameron (pro hac vice)

(tcameron@cravath.com)

Kevin J. Orsini (pro hac vice)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice)

(onasab@cravath.com)

825 Eighth Avenue

New York, NY 10019

Tel: 212 474 1000

Fax: 212 474 3700

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This Confidentiality and Protective Order (“Order”) shall govern the production, review,

disclosure, and handling of any Discovery Material (as defined herein) by any person or entity (each a

“Party” and, collectively, the “Parties”) in connection with the above-captioned chapter 11 cases

pending before the United States Bankruptcy Court for the Northern District of California (the

“Bankruptcy Court”), Ch. 11 Case Nos. 19-30088 (DM) and 19-30089 (DM) (collectively, the

“Chapter 11 Cases”).

1. PURPOSES AND LIMITATIONS

This Order applies to all discovery in the Chapter 11 Cases and related proceedings, including

informal discovery, discovery under Bankruptcy Rule 2004, and discovery in connection with judicial

or other proceedings, such as contested matters, adversary proceedings and other disputes (each, a

“Case,” and collectively, the “Cases”). The Parties have sought or may seek certain Discovery

Material (as defined below) from one another with respect to the Chapter 11 Cases (collectively,

“Discovery Requests”) as provided by the Federal Rules of Civil Procedure (the “Federal Rules”),

the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure of the Bankruptcy

Court (the “Local Rules”). The purpose of this Order is to facilitate and expedite the production,

exchange and treatment of Discovery Material (as defined below) and to protect Discovery Material

that a Party seeks to maintain as confidential. However, the Parties acknowledge that this Order does

not entitle them to file confidential information under seal without further order of the Court; United

States District Court for the Northern District of California Civil Local Rule 79-5 (incorporated into

the Local Rules by Rule 1001-2) sets forth the procedures that must be followed and the standards that

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

2. DEFINITIONS

2.1 Challenging Party: a Party that challenges the designation of information or

items under this Order.

2.2 Counsel (without qualifier): Outside Counsel of Record or House Counsel (as

well as their support staff).

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2.3 Designating Party: a Party that designates information or items that it produces

in response to Discovery Requests as “CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”,

“PROFESSIONAL EYES ONLY” or “CONTRACTOR CONFIDENTIAL.”

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

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

transcripts, and tangible things), that are produced or generated in disclosures or responses to

Discovery Requests or provided to industry advisors, financial advisors, accounting advisors, experts

and consultants (and their respective staff) that are retained by the Debtors’ creditors in connection

with the Chapter 11 Cases, including deposition testimony, interrogatories, answers to interrogatories,

requests for admission, responses to requests for admission, documents, information and things

produced, including information provided to the Receiving Party orally, as well as any and all copies,

abstracts, digests, notes, summaries, and excerpts thereof.

2.5 House Counsel: attorneys who are employees or contractors of a Party. House

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

2.6 Outside Counsel: attorneys who are not employees of a Party but are retained to

represent or advise a Party regarding the Chapter 11 Cases. With respect to the Debtors, and any

Official Committee, Outside Counsel refers to counsel that has been retained by one of the above

Parties and whose retention has been approved by the Court.

2.7 Producing Party: a Party that produces Discovery Material.

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

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

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

2.9 Protected Material: any Discovery Material that is designated as

“CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”, “PROFESSIONAL EYES ONLY” or

“CONTRACTOR CONFIDENTIAL.”

2.10 Receiving Party: a Party that receives Discovery Material directly from the

Producing Party.

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3. SCOPE

This Order applies to all Discovery Material exchanged in or subject to discovery that is

produced, formally or informally in response to or in connection with any Discovery Requests in the

Cases. Discovery Material produced informally by the Debtors in connection with the Chapter 11

Cases or pursuant to Rule 2004 (unless otherwise agreed by the Debtors) may only be used in the

Chapter 11 Cases, including in connection with any contested motions in the Chapter 11 Cases, and

may not be used in connection with any adversary proceeding or other litigation. This Order does not

affect, amend or modify any existing confidentiality agreements, Committee Bylaws, non-disclosure

agreements, intercreditor agreements, protective orders or similar agreements applicable to any

Producing Party and/or Receiving Party, and nothing in this Order shall constitute a waiver of any

rights under such agreements or orders. Where this Order is in conflict with any existing confidentiality

agreements, intercreditor agreements, Committee Bylaws, non-disclosure agreements, protective

orders or similar agreements applicable to any Producing Party and/or Receiving Party in connection

with the Cases, the provision that provides the most confidentiality protection for Discovery Materials

applies.

The protections conferred by this Order cover not only Protected Material, but also (1) any

information copied or extracted from Protected Material; (2) all copies, excerpts, summaries, or

compilations of Protected Material; and (3) any testimony, conversations, or presentations by Parties or

their Counsel that might reveal Protected Material. However, the protections conferred by this Order

do not cover the following information: (a) any information that is in the public domain at the time of

disclosure to a Receiving Party or becomes part of the public domain after its disclosure to a Receiving

Party as a result of publication not involving a violation of this Order, including becoming part of the

public record through trial or otherwise; and (b) any information known to the Receiving Party prior to

the disclosure or obtained by the Receiving Party after the disclosure from a source who obtained the

information lawfully and under no obligation of confidentiality to the Designating Party.

This Order does not apply to (a) the California Public Utilities Commission; (b) the state

agencies as defined in California Government Code section 11000 and including the California State

University; (c) the United States of America; (d) the Sonoma Clean Power Authority; (e) Valley Clean

Energy Alliance; (f) Redwood Coast Energy Authority; (g) Pioneer Community Energy; (h) the

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Northern California Power Agency; (i) the City and County of San Francisco; (j) CleanPowerSF; (k)

the Monterey Bay Community Power Authority; and (l) the City of San José. 

4. DURATION

Even after Debtors’ emergence from Bankruptcy, the confidentiality obligations imposed by this

Order shall remain in effect until a Designating Party agrees otherwise in writing or a Court order

otherwise directs. The Debtors’ emergence from Bankruptcy shall not relieve the Parties from their

responsibility to maintain the confidentiality of Discovery Material pursuant to this Order, and the

Court shall retain jurisdiction to enforce the terms of this Order.

5. DESIGNATING PROTECTED MATERIAL

5.1 Manner and Timing of Designations. Subject to Paragraphs 5.5 and 5.6 and,

except as otherwise provided in this Order, or as otherwise stipulated or ordered, Discovery Material

that qualifies for protection under this Order must be clearly so designated before the material is

disclosed or produced. Any Producing Party may designate Discovery Material as

“CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”, “PROFESSIONAL EYES ONLY” or

“CONTRACTOR CONFIDENTIAL” in accordance with the following provisions:

5.2 “CONFIDENTIAL” Material. A Producing Party may designate Discovery

Material as “CONFIDENTIAL” if such Producing Party believes in good faith (or with respect to

documents received from another person, has been reasonably advised by such other person) that: (1)

such Discovery Material (a) constitutes or contains nonpublic proprietary or confidential technical,

business, financial, personal or other information of a nature that can be protected under the

Bankruptcy Rules or the Federal Rules or (b) is subject by law or by contract to a legally protected

right of privacy; or (2) the Producing Party (a) is under a preexisting obligation to a third-party to treat

such Discovery Material as confidential or (b) has in good faith been requested by another Party to so

designate such Discovery Material on the grounds that such other Party considers such Discovery

Material to contain information that is confidential or proprietary to such Party.

5.3 “HIGHLY CONFIDENTIAL” or “PROFESSIONAL EYES ONLY” Material.

A Producing Party may designate Discovery Material as “HIGHLY CONFIDENTIAL” and/or

“PROFESSIONAL EYES ONLY” if such Producing Party believes in good faith (or with respect to

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documents received from another person, has been reasonably advised by such other person) that such

Discovery Material constitutes or includes “HIGHLY CONFIDENTIAL” and/or “PROFESSIONAL

EYES ONLY” Material that is of such a nature that a risk of competitive injury or a material risk to the

Debtors’ development of a plan of reorganization or emergence from Bankruptcy would be created if

such Discovery Material were disclosed to persons other than those identified in Paragraph 7.3 of this

Order, such as trade secrets, sensitive financial, personal or business information, including insurance

policy information, or material prepared by its industry advisors, financial advisors, accounting

advisors, experts or consultants (and their respective staff) that are retained by any Party in connection

with these Chapter 11 Cases, and only to the extent that the Producing Party believes in good faith that

such material is of such a nature that Highly Confidential or Professional Eyes Only treatment is

warranted.

5.4 “CONTRACTOR CONFIDENTIAL” Material.

(a) A Producing Party may designate Discovery Material as “CONTRACTOR

CONFIDENTIAL” if disclosure of such Material to a PG&E contractor would create a substantial risk

of serious harm that could not be avoided by less restrictive means. “PG&E Contractors” means any

person or entity retained to provide any goods and/or services to PG&E. This designation will also

encompass the following: (1) any information copied or extracted from Contractor Confidential

material; (2) all copies, excerpts, summaries, or compilations of Contractor Confidential material; and

(3) any testimony, conversations, or presentations by parties or their Counsel that might reveal

Contractor Confidential material.

(b) If a PG&E Contractor is a Producing Party, the PG&E Contractor may redact

sensitive and proprietary information at the time of its initial production, identifying the redaction by

general description (for example, “bidding calculations,” or “profit information”). If any Party objects

to the redaction of such information and contends that a particular need exists for production of the

redacted information, the procedures for challenging confidential designations in Paragraph 6 shall

apply to the redaction.

5.5 Manner Of Designating Discovery Material. Designation in conformity with this

Order requires:

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(a) for information in documentary form (e.g., paper or electronic documents, but excluding

transcripts of depositions or other pretrial or trial proceedings), that the Producing Party affix the

legend “CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”, “PROFESSIONAL EYES ONLY” or

“CONTRACTOR CONFIDENTIAL” to each page that contains protected material.

(b) for testimony given in deposition or in other pretrial or trial proceedings, such testimony may

be designated as appropriate by: (a) Stating so orally on the record and requesting that the relevant

portion(s) of testimony is so designated; or (b) Providing written notice within seven (7) days of the

Party’s receipt of the final transcript from the court reporter that the relevant portion(s) of such

transcript or recording of a deposition thereof is so designated, except in the event that a hearing on

related issues is scheduled to occur within seven (7) days, in which case the foregoing seven (7) day

period will be reduced to three (3) business days. Until expiration of the aforesaid designation period,

as applicable, following receipt of the transcript by the Parties, all deposition transcripts and recordings

shall be considered and treated as Confidential Material unless otherwise designated by counsel to any

Party on the record at the deposition or in other pretrial or trial proceedings.

(c) for information produced in some form other than documentary and for any other tangible

items, that the Producing Party affix in a prominent place on the exterior of the container or containers

in which the information or item is stored the legend “CONFIDENTIAL”, “HIGHLY

CONFIDENTIAL”, “PROFESSIONAL EYES ONLY” or “CONTRACTOR CONFIDENTIAL.”

5.6 Inadvertent Failures to Designate. The failure to designate particular Discovery

Material as “CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”, “PROFESSIONAL EYES ONLY”

or “CONTRACTOR CONFIDENTIAL” at the time of production shall not operate to waive a

Producing Party’s right to later designate such Discovery Material as Protected Material or later apply

another designation pursuant to this Order (“Misdesignated Material”). At such time, arrangement will

be made for the destruction of the Misdesignated Material or for the return to the Producing Party of

all copies of the Misdesignated Material and for the substitution, where appropriate, of properly labeled

copies of such Discovery Material. Upon receipt of replacement copies of such Misdesignated

Material with the proper designation, the Receiving Party or Parties shall promptly take all

commercially reasonable steps to return or destroy all previously produced copies of such

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Misdesignated Material. If requested by the Producing Party, a Receiving Party shall verify in writing

that it has taken all commercially reasonable steps to return or destroy such Misdesignated Material.

No Party shall be deemed to have violated this Order if, prior to notification of any later designation,

such Discovery Material was disclosed or used in any manner consistent with its original designation

but inconsistent with its later designation. Once such later designation has been made, however, any

Discovery Material shall be treated in accordance with that later designation; provided, however, that if

the material that was not designated has been, at the time of the later designation, previously publicly

filed with a Court, no Party shall be bound by such later designation except to the extent determined by

the Court upon motion of the Party that did not make the designation.

6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

6.1 Timing of Challenge to Confidentiality Designations. A Receiving Party shall not

be obliged to challenge the propriety of a confidentiality designation at the time made, and a failure to

do so shall not preclude a subsequent challenge thereto. The failure of any Party to challenge the

designation by a Producing Party of Discovery Materials as “Confidential,” “Highly Confidential,” or

“Professional Eyes Only” during the discovery period shall not be a waiver of that Party’s right to

object to the designation at trial.

6.2 Meet and Confer. The Challenging Party shall initiate the dispute resolution

process by providing written notice of each designation it is challenging and describing the basis for

each challenge. To avoid ambiguity as to whether a challenge has been made, the written notice must

recite that the challenge to confidentiality is being made in accordance with this specific paragraph of

the Order. Within five (5) business days of the date of service of the notice challenging the designation,

the Parties shall attempt to resolve each challenge in good faith and must begin the process by

conferring directly. In conferring, the Challenging Party must explain the basis for its belief that the

confidentiality designation was not proper and must give the Designating Party an opportunity to

review the Protected Material, to reconsider the circumstances, and, if no change in designation is

offered, to explain the basis for the chosen designation. A Challenging Party may proceed to the next

stage of the challenge process only if it has engaged in this meet and confer process first or establishes

that the Designating Party is unwilling to participate in the meet and confer process in a timely manner.

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6.3 Judicial Intervention. If the Parties cannot resolve a challenge without court

intervention and if either the Challenging Party or the Designating Party wishes to then seek Court

intervention, both the Challenging Party and Designating Party shall submit a joint letter or motion to

the Court, reflecting each party’s position, describing adherence to paragraph 6.2’s “meet and confer”

requirement, and attaching any relevant information (including documents or declarations), within ten

(10) business days after the conclusion of efforts to meet and confer and the indication in writing by

either the Challenging Party or the Designating Party of its intent to seek court intervention. If by joint

motion, the motion shall be set at the first available date on regular notice. The Court expects the

parties to cooperate in the preparation of the joint letter or motion so that each side has adequate time

to prepare its own arguments and address its adversary’s arguments before submission. The burden of

persuasion in any such challenge proceeding shall be on the Designating Party.

All Parties shall continue to afford the material in question the level of protection to which it is

entitled under the Producing Party’s designation until the Court rules on the challenge.

7. ACCESS TO AND USE OF DISCOVERY MATERIAL

7.1 Use of Discovery Material. A Receiving Party may use Discovery Material that

is disclosed or produced by another Party solely for the purposes of these Chapter 11 Cases and not for

any other purpose, including any other litigation or judicial proceedings, or any business, competitive,

governmental, commercial, or administrative purpose or function. In the case of use by Official

Committees or Committee Professionals, Protected Material may be used only in a manner consistent

with the Committee’s duties and responsibilities. Such Protected Material may be disclosed only to the

categories of persons and under the conditions described in this Order. When the Debtors emerge from

Bankruptcy, a Receiving Party must comply with the provisions of section 14 below (FINAL

DISPOSITION).

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

secure manner that ensures that access is limited to the persons authorized under this Order.

7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise

ordered by the Court or permitted in writing by the Designating Party, a Receiving Party may disclose

any information or item designated “CONFIDENTIAL” only to:

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(a) the officers, directors, employees, and Counsel of the Receiving Party to whom disclosure is

reasonably necessary for purposes of the Chapter 11 Cases or a Case;

(b) where the Receiving Party is an Official Committee, its members, Outside Counsel and its

advisors that are retained by the Official Committee or its Outside Counsel and where necessary

approved by the Court, to whom disclosure is reasonably necessary for purposes of the Chapter 11

Cases or a Case;

(c) the Debtors;

(d) any Official Committee, including its members, and the Official Committee’s Outside Counsel

to whom the Producing Party has given consent;

(e) the U.S. Trustee;

(f) any other persons specified in Paragraph 7.3 below.

7.3 Disclosure of “HIGHLY CONFIDENTIAL” or “PROFESSIONAL EYES

ONLY” Information or Items. Unless otherwise ordered by the Court or permitted in writing by the

Designating Party, a Receiving Party may disclose any information or item designated “HIGHLY

CONFIDENTIAL” or “PROFESSIONAL EYES ONLY” only to:

(a) Outside Counsel of the Receiving Party to whom disclosure is reasonably necessary for

purposes of the Chapter 11 Cases or a Case;

(b) financial advisors, accounting advisors, experts and consultants (and their respective staff) that

are retained by the Receiving Party (and in the case of the Debtors or any Official Committee,

approved by the Court) in connection with the Chapter 11 Cases who have signed the

“Acknowledgment and Agreement to Be Bound” (Exhibit A);

(c) financial advisors, accounting advisors, experts and consultants (and their respective staff) that

are retained by any Party (and in the case of the Debtors or any Official Committee, approved by the

Court) in connection with the Chapter 11 Cases, to whom the Producing Party may consent in writing

and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A).

(d) Outside Counsel for the U.S. Trustee;

(e) the Bankruptcy Court or any Court to which an appeal of a Case is taken, and their personnel;

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(f) court reporters and their staff, professional jury or trial consultants, mock jurors, and

Professional Vendors to whom disclosure is reasonably necessary for purposes of the Chapter 11 Cases

or a Case and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

(g) for purposes of witness preparation, any deponent or witness who was noticed for a deposition,

or is on a witness list for hearing or trial, in preparation for his or her noticed deposition, hearing, or

trial testimony where such Protected Material is determined by counsel in good faith to be necessary to

the anticipated subject matter of testimony, and that doing so would not cause competitive harm,

provided, however, that such persons (1) sign the “Acknowledgment and Agreement to Be Bound”

(Exhibit A), (2) are only provided such Protected Material in connection with preparation for the

anticipated testimony, and (3) shall not be permitted to retain copies of such Protected Material.

(h) Deponents and witnesses where counsel has a good faith basis for believing that the witness

would have had knowledge of the contents of the Protected Material in the course of fulfilling his or

her responsibilities or has information that directly bears upon the Protected Material.

(i) the author or recipient of a document containing the information or a custodian or other person

who otherwise possessed or knew the information.

(j) any adverse witness during the course of a deposition where counsel questioning the witness

reasonably and in good faith believes that questioning the witness regarding the document is necessary

and that doing so would not cause competitive harm and who have signed the “Acknowledgment and

Agreement to Be Bound” (Exhibit A).

(k) any other person or entity with respect to whom the Producing Party may consent in writing

and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A).

7.4 Disclosure of “CONTRACTOR CONFIDENTIAL” Information or Items.

Unless otherwise ordered by the Court or permitted in writing by the Designating Party, a Receiving

Party may disclose any information or item designated “CONTRACTOR CONFIDENTIAL” only to

those parties listed in sections 7.2 – 7.3, but may not disclose such information to PG&E contractors or

their advisors.

7.5 Filing or Submitting Protected Material To Court. Without written permission

from the Designating Party or a court order secured after appropriate notice to all interested persons, a

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Party may not file in the public record related to a Case or the Chapter 11 Cases any Protected

Material. A Party that seeks to file any Protected Material with the Court must file under seal in

accordance with the Federal Rules, the Bankruptcy Rules, the Local Rules, and the individual practice

rules of the Judge. Protected Material may only be filed under seal pursuant to a court order

authorizing the sealing of the specific Protected Material at issue.

7.6 Use of Protected Material in Open Court. The limitations on disclosure in this

Order shall not apply to any Discovery Materials offered or otherwise used by any Party at trial or any

hearing held in open court except as provided in this paragraph. As part of any pretrial conference or

any meet and confer regarding the use of exhibits in any evidentiary hearing, and at least 72 hours prior

to the use of any Protected Material at trial or any hearing to be held in open court, counsel for any

Party who desires to offer or use such Protected Material at trial or any hearing to be held in open

court shall meet and confer in good faith with the Producing Party together with any other Parties who

have expressed interest in participating in such meet and confer to discuss ways to redact the Protected

Material so that the material may be offered or otherwise used by any party, in accordance with the

provisions of the Bankruptcy Code and Bankruptcy Rules. If the Parties are unable to resolve a dispute

related to such Protected Material, then the Party who desires to offer or use such Protected Material

at trial or any hearing to be held in open court bears the burden of requesting relief from the Court and,

in the absence of such relief, such Protected Material shall not be offered or otherwise used at trial or

any hearing held in open court.

8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER

PROCEEDINGS

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

disclosure of any information or items designated in a Case or these Chapter 11 Cases as

“CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”, “PROFESSIONAL EYES ONLY”, or

“CONTRACTOR CONFIDENTIAL” that Party must:

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

subpoena or court order;

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

litigation that some or all of the material covered by the subpoena or order is subject to this Order.

Such notification shall include a copy of this Order; and

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

Party whose Protected Material may be affected.

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

court order shall not produce any Protected Material before a determination by the Court from which

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

Designating Party shall bear the burden and expense of seeking protection in that Court of its

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

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

9. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL

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

Material to any person or in any circumstance not authorized under this Order, the Receiving Party

must immediately (a) notify in writing the Designating Party of the unauthorized disclosures, (b) use its

best efforts to retrieve all unauthorized copies of the Protected Material, (c) inform the person or

persons to whom unauthorized disclosures were made of all the terms of this Order, and (d) request

such person or persons to execute the “Acknowledgment and Agreement to Be Bound” that is attached

hereto as Exhibit A. Disclosure of Protected Material other than in accordance with the terms of this

Order may subject the disclosing person to such sanctions and remedies as the Court may deem

appropriate.

10. INADVERTENT PRODUCTION OF PRIVILEGED DISCOVERY MATERIAL

This Order is entered pursuant to Rule 502(d) of the Federal Rules of Evidence. If a Producing

Party produces materials that the Producing Party later discovers to be privileged or subject to other

protection, such as work-product protection, the production of that material shall not be deemed to

constitute the waiver of any applicable privileges or protections. In such circumstances, shortly after

the Producing Party becomes aware that privileged material was produced, it must notify the Receiving

Party and request, at the Producing Party’s election, either the return or the destruction of the

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produced material. Immediately after receiving such notification, the Receiving Party shall, as

instructed, return or destroy and confirm destruction of all such produced material, including all copies,

notes, and/or summaries thereof in any Receiving Party work product. The Receiving Party shall not

use the contents of such material for any purpose, including in connection with any effort seeking to

compel production of the produced material. The Receiving Party must take reasonable steps to

retrieve the produced material if the Receiving Party disclosed it before being notified. Such return or

destruction and confirmation of destruction shall not preclude the Receiving Party from seeking to

compel production of the produced material for reasons other than its production or any information

about the contents of the material that was gained due to its production. Moreover, this Order shall

not prevent any Party from challenging the designation of such material as privileged or protected and

moving to compel production of allegedly privileged or protected documents. If the Receiving Party

becomes aware during the review of any material that is likely to be privileged or subject to other

protection, the Receiving Party shall immediately notify the Producing Party and sequester the material

until the Producing Party has had a reasonable opportunity to respond.

11. DEPOSITIONS

11.1 Presence Of Persons During Deposition Testimony. Anyone who attends a

deposition is subject to the provisions of this Order with respect to such deposition. When Protected

Material is elicited during a deposition, persons not entitled to receive such information under the

terms of this Order shall, upon request, be excluded from the portion of the deposition so designated.

11.2 Responsibilities And Obligations Of Court Reporters. In the event that

testimony is designated as Confidential, Highly Confidential or Professional Eyes Only Material, the

court reporter, who shall first have agreed to abide by the terms of this paragraph, shall be instructed to

include on the cover page of each such transcript the legend, “This transcript portion contains

information subject to a Protective Order and shall be used only in accordance therewith,” and each

page of the transcript shall include the legend “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL”,

“PROFESSIONAL EYES ONLY” or “CONTRACTOR CONFIDENTIAL” as appropriate. If the

deposition is recorded, the recording shall also be subject to the same level of confidentiality as the

transcript and include the legend “CONFIDENTIAL”, “HIGHLY CONFIDENTIAL”,

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“PROFESSIONAL EYES ONLY,” or “CONTRACTOR CONFIDENTIAL” as appropriate, if any

portion of the transcript itself is so designated.

12. PRODUCTION OF CUSTOMER SMART METER DATA

12.1 Pursuant to California Public Utilities Commission Decision No. 11-07-056 and

related decisions, utility customer smart meter usage data may only be disclosed after providing

affected customers with seven days notice and an opportunity to object to such disclosure as required

by the Decision. Pursuant to Debtor Pacific Gas and Electric Company’s tariff Electric and Gas Rules

9.M and 27, confidential customer information is subject to similar prior notice requirements as

applicable to such customer information. To the extent Debtors produce customer smart meter usage

data subject to these rules and tariffs, Debtors shall provide affected customers with appropriate notice

prior to production and appropriate notification to the affected customers as required by the rules and

tariffs. Producing Party and Receiving Party shall comply with all federal and state privacy laws as

applicable to customer data under this Order.

13. MISCELLANEOUS

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

to seek its modification by the Court in the future, including as this Order applies to any particular

contested matter or adversary proceeding.

13.2 Right to Assert Other Objections. Nothing in this Order waives any right by a

Party that it otherwise would have to object to disclosing or producing any information or item on any

ground not addressed in this Order. Similarly, no Party waives any right to object on any ground to use

in evidence of any of the material covered by this Order.

13.3 Continuing Applicability Of Order. The provisions of this Order shall survive

the Debtors’ emergence from Bankruptcy for any retained Discovery Material. The Debtors’

emergence from Bankruptcy shall not relieve the Parties from their responsibility to maintain the

confidentiality of Discovery Material pursuant to this Order, and the Court shall retain jurisdiction to

enforce the terms of this Order.

13.4 Amendment Of Order. This Order is subject to modification by this Court upon

good cause shown by any Party. Nothing herein shall preclude a Party from applying at any time

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(including, without limitation, after the conclusion of these Chapter 11 proceedings) to the Court for

relief from (including, without limitation termination of) any or all of the provisions of this Order. The

Debtors and the Party seeking to modify or terminate the Order shall meet and confer in good faith to

reach an agreement on any issues in dispute concerning the meaning, application, or interpretation of

this Order prior to any application to the Court for resolution of such dispute. A Producing Party and a

Receiving Party may agree to modify this Order as it applies to a particular production or a particular

proceeding in the Cases with (7) business days prior notice to the Debtors.

13.5 Use Of Discovery Material By Producing Party. Nothing in this Order affects

the right of any Producing Party to use or disclose its own Discovery Material in any way. Such

disclosure will not waive the protections of this Order and will not otherwise entitle other Parties or

their attorneys to use or disclose such Discovery Material in violation of this Order.

13.6 Obligations Of Parties. Nothing herein shall relieve a Party of its obligations

under the Federal Rules, Bankruptcy Rules, Local Rules, or under any future stipulations and orders,

regarding the production of documents or the making of timely responses to Discovery Requests in

connection with any Dispute or the Chapter 11 Cases.

13.7 Advice Of Counsel. Nothing herein shall prevent or otherwise restrict counsel

from rendering advise to their clients in connection with these Chapter 11 proceedings and, in the

course thereof, relying on examination of Protected Material; provided, however, that in rendering

such advice and otherwise communicating with such client, counsel shall not make specific disclosure

of any information in any manner that is inconsistent with the restrictions or procedures set forth

herein.

13.8 Enforcement. The provisions of this Order constitute an Order of this Court and

violations of the provisions of this Order are subject to enforcement and the imposition of legal

sanctions in the same manner as any other Order of the Court.

14. FINAL DISPOSITION

Within 90 days after the conclusion of the Debtors’ emergence from Bankruptcy, unless

otherwise ordered by the Court, each Receiving Party must return all Protected Material to the

Producing Party or destroy such material. As used in this subdivision, “all Protected Material” includes

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all copies, abstracts, compilations, summaries, and any other format reproducing or capturing any of

the Protected Material. Whether the Protected Material is returned or destroyed, the Receiving Party

must submit a written certification to the Producing Party (and, if not the same person or entity, to the

Designating Party) by the 90 day deadline that (1) identifies (by category, where appropriate) all the

Protected Material that was returned or destroyed and (2) affirms that the Receiving Party has not

retained any copies, abstracts, compilations, summaries or any other format reproducing or capturing

any of the Protected Material. Notwithstanding this provision, Outside Counsel are entitled to retain an

archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal

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

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

Party’s obligations under this paragraph shall not require the destruction or return of Confidential,

Highly Confidential or Professional Eyes Only Material by Outside Counsel that is stored on backup

storage or in archiving solutions made in accordance with regular data backup procedures for disaster

recovery or litigation hold, provided that Outside Counsel maintains the confidentiality thereof in

accordance with this Order. If a Receiving Party chooses to take all commercially reasonable steps to

destroy, rather than return, documents in accordance with this paragraph, that Receiving Party shall, if

requested by the Producing Party, verify such destruction in writing to counsel for the Producing Party.

Notwithstanding anything in this paragraph, to the extent that the information in the Discovery Material

remains confidential, the terms of this Order shall remain binding.

IT IS SO ORDERED.

DATED: ________________________ _________________________________________

Judge Dennis Montali

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EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I, _____________________________ [print or type full name], of _________________ [print

or type full address], declare under penalty of perjury that I have read in its entirety and understand the

Confidentiality and Protective Order that was issued by the United States Bankruptcy Court for the

Northern District of California on [date] in In re PG&E Corp., et al., CASE NO. 3:19-bk-30088 (the

“Order”). I agree to comply with and to be bound by all the terms of the Order and I understand and

acknowledge that failure to so comply could expose me to sanctions and punishment in the nature of

contempt. I solemnly promise that I will not disclose in any manner any information or item that is

subject to the Order to any person or entity except in strict compliance with the provisions of the

Order.

I further agree to submit to the jurisdiction of the United States Bankruptcy Court for the

Northern District of California for the purpose of enforcing the terms of this Confidentiality and

Protective Order, even if such enforcement proceedings occur after termination of this action.

I hereby appoint __________________________ [print or type full name] of

_______________________________________ [print or type full address and telephone number] as

my California agent for service of process in connection with this action or any proceedings related to

enforcement of the Order.

Date: ______________________________________

City and State where sworn and signed: _________________________________

Printed name: _______________________________

Signature: __________________________________

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