EXHIBIT R

Case: 19-30088 Doc# 2460-19 Filed: 06/07/19 Entered: 06/07/19 20:02:19 Page 1

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1

Minga, Jay

From: Minga, Jay

Sent: Tuesday, June 4, 2019 7:04 PM

To: 'Fuller, Lars H.'

Cc: Karotkin, Stephen; Slack, Richard; Tran, An; Liou, Jessica; 'tkeller@kellerbenvenutti.com'; 

'Julian, Robert'; 'Dumas, Cecily'; 'Morris, Kimberly S.'; 'Kristiansen, Eric'; 'Green, Elizabeth 

A.'; 'Goodman, Eric R.'

Subject: RE: PG&E - Motion for Protective Order - Meet and Confer

Attachments: Protective Order PGE UCC CLEAN 19-30088 6-4-2019.docx

Lars, 

  

The UCC and the Debtors are both on board with the attached draft of the protective order.  This draft largely accepted 

your previously proposed language, except in the limited areas set forth below. 

  

First, since we and the TCC disagree on language with respect to the burden of proof on motions to challenge 

designations, we have agreed to remove the sentence entirely that assigns the burden on a motion concerning 

designation on the Challenging Party. We have instead left this issue to existing law.  

  

Second, we have largely left in your new paragraph relating to non‐waiver of the right to challenge a designation. 

  

Third, consistent with Judge Montali’s past protective orders including the following examples, we have provided that 

the party challenging a designation is responsible for seeking a ruling before the Bankruptcy Court.  See, e.g., Stipulation 

for Protective Order; Order Thereon, In re RDIO, Inc., Case No. 15‐31430 (Jan. 15, 2016), ECF No. 165 ¶ 16 (“at the end of 

[the period in which the Parties shall attempt to resolve an objection] the Objecting Party may seek a ruling from the 

Bankruptcy Court on an expedited basis that such information should not be treated as Confidential Information or 

Advisors’ Eyes Only Information”) (emphasis added); Stipulated Protective Order, In re PG&E, Case No. 01‐30923 (May 

11, 2001), ECF No. 503 ¶ 10 (“If the challenge cannot be resolved, the party challenging the designation may request 

appropriate relief from the Court.”) (emphasis added); Stipulated Protective Order, In re PG&E, Case No. 01‐30923 (May 

24, 2001), ECF No. 691 ¶ 10 (same); Stipulated Protective Order Regarding Confidential Information, In re PG&E, Case 

No. 01‐30923 (May 22, 2001), ECF No. 619 ¶ 17 (“If agreement cannot be reached, the party seeking a change in the 

status of a document may apply promptly to the Court for appropriate relief.”) (emphasis added); Order Directing 

Production of Documents to ISO/PX Market Participants Pursuant to Federal Bankruptcy Rule 2004 and Protective Order 

Respecting Confidentiality of Documents, In re PG&E, Case No. 01‐30923 (July 11, 2001), ECF No. 1448 ¶ 5.I. (“[If] the 

party seeking disclosure and the Affected Market Participant(s) are unable to agree upon a procedure that would permit 

the disclosure of the Responsive Information, then the Responsive Information shall not be disclosed; except, the party 

seeking disclosure may then request a ruling from the United States Bankruptcy Court . . . .”) (emphasis added); Agreed 

Protective Order, In re Brobeck, Phleger & Harrison, Case No. 03‐32715‐DM7 (Nov. 8, 2004), ECF No. 666 ¶ 10 (“If the 

Parties are not able to resolve their disagreement(s), the objecting Party may move for an order from the Court 

challenging the designation, and such a motion may be brought on an expedited basis with at least two business days’ 

advance notice to the Parties.”) (emphasis added).   

  

While we recognize that the model protective order applicable to all cases has different language, given that this is a 

bankruptcy case, and the sheer numerosity of counterparties to whose challenges Debtors may need to respond at any 

time, it is not surprising that Judge Montali has entered orders in bankruptcy cases putting the onus on the challenging 

parties to bring the challenging parties’ disputes before the court.   

  

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Fourth, since we and the TCC also disagree with the sentences that attempt to create a risk of sanctions for designating 

and challenging parties, we have deleted that sentence as well. Obviously, any designating or challenging party remains 

free to make a motion to the Court if the other party is acting other than in good faith. 

  

Let’s have a call tomorrow or Thursday to meet and confer if you still have any issues.

  

Best,                                                         

Jay 

Jay Minga 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153 

Jay.Minga@weil.com 

+1 212 310 8378 Direct 

+1 646 467 2079 Mobile 

+1 212 310 8007 Fax 

From: Fuller, Lars H. <lfuller@bakerlaw.com>  

Sent: Tuesday, June 4, 2019 5:40 PM 

To: Slack, Richard <richard.slack@weil.com>; Liou, Jessica <jessica.liou@weil.com>; Tran, An <An.Tran@weil.com>; 

tkeller@kellerbenvenutti.com

Cc: Julian, Robert <rjulian@bakerlaw.com>; Dumas, Cecily <cdumas@bakerlaw.com>; Morris, Kimberly S. 

<kmorris@bakerlaw.com>; Kristiansen, Eric <EKristiansen@bakerlaw.com>; Green, Elizabeth A. 

<egreen@bakerlaw.com>; Goodman, Eric R. <egoodman@bakerlaw.com> 

Subject: PG&E ‐ Motion for Protective Order ‐ Meet and Confer 

Richard and Jessica, 

We had been communicating with Hannah Jones about the protective order, but it appears Hannah has left Weil 

Gotshal.  Please review the attached, and hopefully we can agree on the language (which mirrors the standard language 

in the ND of California and for Judge Montali) regarding “judicial intervention.”  Because this seems to be holding up all 

discovery production, we’d like to file it with the court tomorrow, either as stipulated or contested.  Please confirm by 

noon PT tomorrow (June 5, 2019) if the Debtors oppose entry of the proposed protected order (attached as Ex. A), or if 

we can file it with the court as a stipulated, agreed order.   

Glad to discuss.  Thank you, 

Lars 

Lars Fuller 

Counsel 

 

1801 California Street | Suite 4400 

Denver, CO 80202-2662 

T +1.303.764.4114 

lfuller@bakerlaw.com 

bakerlaw.com 

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CONFIDENTIAL PG&E/UCC DRAFT

 6/4/2019 

 WEIL:\96958026\12\67615.0013

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 pending) 

(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 

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) 

[PROPOSED] CONFIDENTIALITY AND 

PROTECTIVE ORDER 

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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 Norther 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. 

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 

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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 

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 

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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 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. 

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

Order requires: 

(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. 

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(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 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 

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“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. 

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

intervention, the Challenging Party may seek a ruling from the Bankruptcy Court that such information 

should not be treated as Confidential, Professional Eyes Only or Highly Confidential Material. The 

motion shall be set at the first available date on regular notice. Any motion brought pursuant to this 

provision must be accompanied by a competent declaration affirming that the movant has complied with 

the meet and confer requirements imposed by the preceding paragraph. The Challenging Party may file 

a motion challenging a confidentiality designation at any time if there is good cause for doing so, 

including a challenge to the designation of a deposition transcript or any portions thereof. 

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, 

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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: 

(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; 

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(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; 

(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. 

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(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 

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 

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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; 

(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 

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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 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 

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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”, “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. 

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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 

(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 

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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 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 

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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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