EXHIBIT B

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA

Plaintiff,

Plaintiff,

v.

Defendant,

Defendant.

Case No.: 00cv0000

PROTECTIVE ORDER

The Court recognizes that at least some of the documents and information 

("materials") being sought through discovery in the above-captioned action are, for 

competitive reasons, normally kept confidential by the parties. The parties have agreed to 

be bound by the terms of this Protective Order (“Order”) in this action.

The materials to be exchanged throughout the course of the litigation between the 

parties may contain trade secret or other confidential research, technical, cost, price, 

marketing or other commercial information, as is contemplated by Federal Rule of Civil 

Procedure 26(c)(1)(G). The purpose of this Order is to protect the confidentiality of such 

materials as much as practical during the litigation. THEREFORE:

DEFINITIONS

1. The term "confidential information" will mean and include information 

contained or disclosed in any materials, including documents, portions of documents, 

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answers to interrogatories, responses to requests for admissions, trial testimony, deposition 

testimony, and transcripts of trial testimony and depositions, including data, summaries, 

and compilations derived therefrom that is deemed to be confidential information by any 

party to which it belongs.

2. The term "materials" will include, but is not be limited to: documents; 

correspondence; memoranda; bulletins; blueprints; specifications; customer lists or other 

material that identify customers or potential customers; price lists or schedules or other 

matter identifying pricing; minutes; telegrams; letters; statements; cancelled checks; 

contracts; invoices; drafts; books of account; worksheets; notes of conversations; desk 

diaries; appointment books; expense accounts; recordings; photographs; motion pictures; 

compilations from which information can be obtained and translated into reasonably usable 

form through detection devices; sketches; drawings; notes (including laboratory notebooks 

and records); reports; instructions; disclosures; other writings; models and prototypes and

other physical objects.

3. The term "counsel" will mean outside counsel of record, and other attorneys, 

paralegals, secretaries, and other support staff employed in the law firms identified 

below:__________________________________________________________________

________________________________________________________________________

[“Counsel”@ also includes_______________________________, in-house attorneys for 

[Plaintiff] and ______________________________, in-house attorneys for [Defendant].]

GENERAL RULES

4. Each party to this litigation that produces or discloses any materials, answers 

to interrogatories, responses to requests for admission, trial testimony, deposition 

testimony, and transcripts of trial testimony and depositions, or information that the 

producing party believes should be subject to this Protective Order may designate the same 

as "CONFIDENTIAL" or "CONFIDENTIAL - FOR COUNSEL ONLY."

a. Designation as "CONFIDENTIAL": Any party may designate information as 

"CONFIDENTIAL" only if, in the good faith belief of such party and its counsel, the 

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unrestricted disclosure of such information could be potentially prejudicial to the business 

or operations of such party.

b. Designation as "CONFIDENTIAL - FOR COUNSEL ONLY": Any party 

may designate information as "CONFIDENTIAL - FOR COUNSEL ONLY" only if, in the 

good faith belief of such party and its counsel, the information is among that considered to 

be most sensitive by the party, including but not limited to trade secret or other confidential 

research, development, financial or other commercial information.

5. In the event the producing party elects to produce materials for inspection, no 

marking need be made by the producing party in advance of the initial inspection. For 

purposes of the initial inspection, all materials produced will be considered as 

"CONFIDENTIAL - FOR COUNSEL ONLY," and must be treated as such pursuant to the 

terms of this Order. Thereafter, upon selection of specified materials for copying by the 

inspecting party, the producing party must, within a reasonable time prior to producing 

those materials to the inspecting party, mark the copies of those materials that contain 

confidential information with the appropriate confidentiality marking.

6. Whenever a deposition taken on behalf of any party involves a disclosure of 

confidential information of any party:

a. the deposition or portions of the deposition must be designated as 

containing confidential information subject to the provisions of this 

Order; such designation must be made on the record whenever possible, 

but a party may designate portions of depositions as containing 

confidential information after transcription of the proceedings; [A] 

party will have until fourteen (14) days after receipt of the deposition 

transcript to inform the other party or parties to the action of the 

portions of the transcript to be designated "CONFIDENTIAL" or 

"CONFIDENTIAL - FOR COUNSEL ONLY.”

b. the disclosing party will have the right to exclude from attendance at 

the deposition, during such time as the confidential information is to be 

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disclosed, any person other than the deponent, counsel (including their 

staff and associates), the court reporter, and the person(s) agreed upon 

pursuant to paragraph 8 below; and 

c. the originals of the deposition transcripts and all copies of the 

deposition must bear the legend "CONFIDENTIAL" or 

"CONFIDENTIAL - FOR COUNSEL ONLY," as appropriate, and the 

original or any copy ultimately presented to a court for filing must not 

be filed unless it can be accomplished under seal, identified as being 

subject to this Order, and protected from being opened except by order 

of this Court.

7. All confidential information designated as "CONFIDENTIAL" or 

"CONFIDENTIAL FOR COUNSEL ONLY" must not be disclosed by the receiving party 

to anyone other than those persons designated within this order and must be handled in the 

manner set forth below and, in any event, must not be used for any purpose other than in 

connection with this litigation, unless and until such designation is removed either by 

agreement of the parties, or by order of the Court.

8. Information designated "CONFIDENTIAL - FOR COUNSEL ONLY" must 

be viewed only by counsel (as defined in paragraph 3) of the receiving party, and by 

independent experts under the conditions set forth in this Paragraph. The right of any 

independent expert to receive any confidential information will be subject to the advance 

approval of such expert by the producing party or by permission of the Court. The party 

seeking approval of an independent expert must provide the producing party with the name 

and curriculum vitae of the proposed independent expert, and an executed copy of the form 

attached hereto as Exhibit A, in advance of providing any confidential information of the 

producing party to the expert. Any objection by the producing party to an independent 

expert receiving confidential information must be made in writing within fourteen (14) 

days following receipt of the identification of the proposed expert. Confidential 

information may be disclosed to an independent expert if the fourteen (14) day period has 

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passed and no objection has been made. The approval of independent experts must not be 

unreasonably withheld.

9. Information designated "confidential" must be viewed only by counsel (as 

defined in paragraph 3) of the receiving party, by independent experts (pursuant to the 

terms of paragraph 8), by court personnel, and by the additional individuals listed below, 

provided each such individual has read this Order in advance of disclosure and has agreed 

in writing to be bound by its terms:

a) Executives who are required to participate in policy decisions with 

reference to this action;

b) Technical personnel of the parties with whom Counsel for the parties 

find it necessary to consult, in the discretion of such counsel, in 

preparation for trial of this action; and

c) Stenographic and clerical employees associated with the individuals 

identified above.

10. With respect to material designated "CONFIDENTIAL" or 

"CONFIDENTIAL – FOR COUNSEL ONLY," any person indicated on the face of the 

document to be its originator, author or a recipient of a copy of the document, may be 

shown the same.

11. All information which has been designated as "CONFIDENTIAL" or 

"CONFIDENTIAL -FOR COUNSEL ONLY" by the producing or disclosing party, and 

any and all reproductions of that information, must be retained in the custody of the counsel 

for the receiving party identified in paragraph 3, except that independent experts authorized 

to view such information under the terms of this Order may retain custody of copies such 

as are necessary for their participation in this litigation.

12. Before any materials produced in discovery, answers to interrogatories, 

responses to requests for admissions, deposition transcripts, or other documents which are 

designated as confidential information are filed with the Court for any purpose, the party 

seeking to file such material must seek permission of the Court to file the material under 

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seal.

13. At any stage of these proceedings, any party may object to a designation of 

the materials as confidential information. The party objecting to confidentiality must 

notify, in writing, counsel for the designating party of the objected-to materials and the 

grounds for the objection. If the dispute is not resolved consensually between the parties 

within seven (7) days of receipt of such a notice of objections, the objecting party may 

move the Court for a ruling on the objection. The materials at issue must be treated as 

confidential information, as designated by the designating party, until the Court has ruled 

on the objection or the matter has been otherwise resolved.

14. All confidential information must be held in confidence by those inspecting 

or receiving it, and must be used only for purposes of this action. Counsel for each party, 

and each person receiving confidential information must take reasonable precautions to 

prevent the unauthorized or inadvertent disclosure of such information. If confidential 

information is disclosed to any person other than a person authorized by this Order, the 

party responsible for the unauthorized disclosure must immediately bring all pertinent facts 

relating to the unauthorized disclosure to the attention of the other parties and, without 

prejudice to any rights and remedies of the other parties, make every effort to prevent 

further disclosure by the party and by the person(s) receiving the unauthorized disclosure.

15. No party will be responsible to another party for disclosure of confidential 

information under this Order if the information in question is not labeled or otherwise 

identified as such in accordance with this Order.

16. If a party, through inadvertence, produces any confidential information 

without labeling or marking or otherwise designating it as such in accordance with this 

Order, the designating party may give written notice to the receiving party that the 

document or thing produced is deemed confidential information, and that the document or 

thing produced should be treated as such in accordance with that designation under this 

Order. The receiving party must treat the materials as confidential, once the designating 

party so notifies the receiving party. If the receiving party has disclosed the materials before 

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receiving the designation, the receiving party must notify the designating party in writing 

of each such disclosure. Counsel for the parties will agree on a mutually acceptable manner 

of labeling or marking the inadvertently produced materials as "CONFIDENTIAL" or 

"CONFIDENTIAL - FOR COUNSEL ONLY" - SUBJECT TO PROTECTIVE ORDER.

17. Nothing within this order will prejudice the right of any party to object to the 

production of any discovery material on the grounds that the material is protected as 

privileged or as attorney work product.

18. Nothing in this Order will bar counsel from rendering advice to their clients 

with respect to this litigation and, in the course thereof, relying upon any information 

designated as confidential information, provided that the contents of the information must 

not be disclosed.

19. This Order will be without prejudice to the right of any party to oppose 

production of any information for lack of relevance or any other ground other than the mere 

presence of confidential information. The existence of this Order must not be used by either 

party as a basis for discovery that is otherwise improper under the Federal Rules of Civil 

Procedure.

20. Nothing within this order will be construed to prevent disclosure of 

confidential information if such disclosure is required by law or by order of the Court.

21. Upon final termination of this action, including any and all appeals, counsel 

for each party must, upon request of the producing party, return all confidential information 

to the party that produced the information, including any copies, excerpts, and summaries 

of that information, or must destroy same at the option of the receiving party, and must 

purge all such information from all machine-readable media on which it resides. 

Notwithstanding the foregoing, counsel for each party may retain all pleadings, briefs, 

memoranda, motions, and other documents filed with the Court that refer to or incorporate 

confidential information, and will continue to be bound by this Order with respect to all 

such retained information. Further, attorney work product materials that contain 

confidential information need not be destroyed, but, if they are not destroyed, the person 

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in possession of the attorney work product will continue to be bound by this Order with 

respect to all such retained information.

22. The restrictions and obligations set forth within this order will not apply to 

any information that: (a) the parties agree should not be designated confidential 

information; (b) the parties agree, or the Court rules, is already public knowledge; (c) the 

parties agree, or the Court rules, has become public knowledge other than as a result of 

disclosure by the receiving party, its employees, or its agents in violation of this Order; or 

(d) has come or will come into the receiving party's legitimate knowledge independently 

of the production by the designating party. Prior knowledge must be established by preproduction documentation.

23. The restrictions and obligations within this order will not be deemed to 

prohibit discussions of any confidential information with anyone if that person already has 

or obtains legitimate possession of that information.

24. Transmission by email or some other currently utilized method of 

transmission is acceptable for all notification purposes within this Order.

25. This Order may be modified by agreement of the parties, subject to approval 

by the Court.

26. The Court may modify the terms and conditions of this Order for good cause, 

or in the interest of justice, or on its own order at any time in these proceedings. The parties 

prefer that the Court provide them with notice of the Court's intent to modify the Order and 

the content of those modifications, prior to entry of such an order.

IT IS SO ORDERED this _______ day of __________, _____

_______________________________________________

Judge, United States District Court

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