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IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA

Vanguard Specialized Funds, et al.,

Plaintiffs, 

vs. 

VEREIT Incorporated, et al., 

Defendants. 

No. CV15-02157-PHX-ROS

PROTECTIVE ORDER 

Pursuant to the Parties’ Stipulated Joint Motion for Entry of Protective Order, and 

good cause appearing, 

IT IS ORDERED the stipulation (Doc. 138) is GRANTED. The following 

Protective Order (“Order”) shall govern the disclosure, handling, and use of documents, 

testimony taken at depositions and transcripts thereof, deposition exhibits, interrogatory 

responses, admissions, and any other information and material produced or disclosed, 

whether voluntarily or in response to a request made pursuant to the Federal Rules of 

Civil Procedure, in discovery in the above-captioned action (the “Litigation”). 

1. DEFINITIONS 

(a) Confidential Discovery Material. Any Discovery Material designated as 

“Confidential” pursuant to Paragraph 3(b) hereto. 

(b) Derivative Information. As defined in Paragraph 3(d) hereto. 

(c) Designating Party. As defined in Paragraph 5(b) hereto. 

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(d) Discovery Material. Any information contained in documents, 

testimony taken at depositions and transcripts thereof, deposition exhibits, 

interrogatory responses, responses to requests for admissions, and any other 

information or material produced, given or exchanged in this Litigation, regardless of 

the medium or manner generated, stored or maintained. 

(e) Non-Party. Any person or entity that is not a Party to the Litigation. 

(f) Objecting Party. As defined in Paragraph 8(b) hereto. 

(g) Producing Party. Any person or entity, whether a Party or Non-Party, 

that produces Discovery Material in the Litigation. 

(h) Protected Material. As defined in Paragraph 7(a) hereto. 

(i) Receiving Party. Any Party receiving Discovery Material in the 

Litigation. 

2. PURPOSES AND LIMITATIONS 

Subject to Paragraph 4(c), all Discovery Material (including, but not limited to, 

Confidential Discovery Material) shall be used solely for purposes of the prosecution 

or defense of this Litigation and may not be used for any other purpose whatsoever, 

including, but not limited to, any business or commercial purpose, for dissemination 

to the media or the public, or in connection with any other proceeding, whether 

judicial, governmental, administrative or arbitral, contemplated, pending or final. 

Parties, the attorneys of record for the Parties, and all other persons receiving 

information governed by this Order shall maintain Discovery Material in a secure 

manner so as to avoid disclosure of its content and take reasonable steps to ensure that 

Discovery Material is (i) used only for the purposes specified herein and (ii) disclosed 

only to authorized persons, as described in Paragraph 4 hereto. The attorneys of 

record for the Parties are responsible for employing reasonable measures, consistent 

with this Order, to control access to, duplication of and distribution of copies of 

Discovery Material marked “Confidential.” 

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3. DESIGNATING DISCOVERY MATERIAL 

(a) Exercise of Restraint and Care in Designating Material for Protection. 

Each Party or Non-Party that designates information or items for protection under this 

Order will act in good faith not to over-designate Discovery Material as Confidential 

Discovery Material. 

(b) Confidential Designations. Any Producing Party may designate 

Discovery Material it produces as “Confidential” if that party believes in good faith 

that such Discovery Material contains or reflects non-public personal, financial, 

proprietary, customer or client information, commercially sensitive information, trade 

secrets, product research or development, or information that is entitled to 

confidential treatment under the Federal Rules of Civil Procedure, applicable laws or 

regulations (including information that is subject to U.S. or foreign privacy, data 

protection or secrecy laws or regulations), regulations governing the disclosure of 

government or agency documents, or Fed. R. Civ. P. 26(c)(1)(G). 

(c) Manner of Designations. For purposes of this Order, Producing Parties 

shall designate Confidential Discovery Material in the following manner: 

(i) In the case of physical or electronic documents or data (apart 

from depositions or other pretrial testimony, but including discovery responses such 

as interrogatories, compulsory disclosures and other written information), the 

Producing Party shall mark such Discovery Material with the legend 

“CONFIDENTIAL” on each page of the relevant materials at the time of their 

production. PowerPoint presentations, and any speaker notes from PowerPoint 

presentations, shall be produced as TIFF images, and each TIFF image shall bear a 

document control number and the confidentiality designation, if any. Excel 

spreadsheets, if produced by any Party in native format, and any other native files that 

may be produced, shall be produced by such Party with a corresponding, placeholder 

TIFF bearing a document control number and the confidentiality designation, if any. 

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(ii) In the case of materials produced in the form of electronic or 

magnetic media (including information, tiles, databases or programs stored on any 

digital or analog machine-readable device, computers, discs, networks or tapes), the 

Producing Party shall affix a label on the media or its casing indicating its designation 

as “CONFIDENTIAL” and, if possible, shall identify in an accompanying cover letter 

the specific data included in such media that is subject to the designation. 

(iii) In the case of depositions, counsel for any Party may designate as 

“Confidential” any portion of a deposition transcript, including any rough draft 

transcript, deemed to contain Confidential Discovery Material. The Designating Party 

shall advise the court reporter and counsel of record of the testimony containing the 

Confidential Discovery Material, either orally at the deposition or in writing to all 

Parties no later than thirty (30) days after receipt of the transcript or rough draft 

transcript of such depositions or other pretrial testimony. The court reporter shall 

mark “CONFIDENTIAL” on the first page of the transcript and from the beginning 

through the end of any portions thereof designated Confidential. Until the expiration 

of the 30-day period, the Parties shall treat the entirety of any transcript, including any 

rough draft transcripts, as Confidential Discovery Material. Thereafter, only those 

portions of the transcripts designated as “Confidential” shall be deemed Confidential 

Discovery Material. The Parties may modify this procedure for any particular 

deposition, through agreement on the record at such deposition, without further order 

of the Court. Discovery Material previously designated as “Confidential” that is 

marked as an exhibit during a deposition shall be treated as so designated at all times, 

regardless of whether the Discovery Material has been so marked by the court 

reporter. 

(iv) In such cases where the marking of each piece of Discovery 

Material as “Confidential” is impractical or impossible, the Producing Party shall 

designate in writing the Discovery Material that it regards as containing Confidential 

Discovery Material at the time of its production. 

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(d) Derivative Information. Extracts, summaries, compilations and 

descriptions of Confidential Discovery Material and notes, electronic images or 

databases containing Confidential Discovery Material (“Derivative Information”) 

shall be treated as “Confidential” in accordance with the provisions of this Order to 

the same extent as the Discovery Material or information from which such Derivative 

Information is made or derived. 

(e) Failure to Designate. If a Producing Party produces Discovery Material 

that it considers to be “Confidential” without affixing the appropriate legend(s) to 

such Discovery Material, produces two or more identical copies of Discovery 

Material (i.e., duplicates) with inconsistent legends, or fails to designate deposition or 

other testimony within the 30-day period provided in Paragraph 3(c)(iii), or if a Party 

fails to designate Discovery Material produced by a Non-Party within the 60-day 

period provided in Paragraph 12(c), the Producing Party or the Party failing to 

designate Discovery Material produced by a Non-Party, as applicable, may 

subsequently designate such Discovery Material as “Confidential” by, promptly upon 

learning of the production without the required legend(s), delivering to the Receiving 

Parties or, in the event of a production by a Non-Party, all Parties (i) written notice of 

such designation and (ii) properly designated copies of such Discovery Material, with 

the effect that such Discovery Material will thereafter be fully subject to the 

protections afforded by this Order. The Receiving Party or, in the event of a 

production by a Non-Party, all Parties must make a good faith effort to retrieve such 

Discovery Material, if disclosed to persons not permitted by this Order. Nothing in 

this Order shall prevent a Producing Party or Non-Party, in good faith, from 

correcting the designation of information that already has been produced to another 

party in undesignated form or with a different designation, or designating as 

“Confidential” information that has previously been produced in undesignated form or 

with a different designation by another Producing Party or Non-Party. 

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(f) No Waiver. Disclosure by the Producing Party of Discovery Material 

designated as “Confidential” regardless of whether the information was so designated 

at the time of the disclosure, shall not be deemed a waiver in whole or in part of a 

Party’s claim of confidentiality, either as to the specific information disclosed or as to 

any other information relating thereto on the same or a related subject matter. 

4. ACCESS TO AND USE OF DESIGNATED DISCOVERY MATERIAL 

(a) Use of Confidential Discovery Material. No person shall disclose, or 

cause another person to disclose, Confidential Discovery Material to any other person 

except as provided in this Order. A recipient of Confidential Discovery Material may 

disclose, summarize, describe, characterize or otherwise communicate or make 

available such Confidential Discovery Material, in whole or in part, only to the 

following persons, and only insofar as such disclosure, summary, description, 

characterization or communication is reasonably necessary for the prosecution or 

defense of this Litigation: 

(i) outside counsel for the Parties in this Litigation, and the regular 

and temporary employees and service vendors of such counsel (including outside 

copying services and outside litigation support services) assisting in the Litigation, 

provided, however, that in all instances, any disclosure is for use in accordance with 

this Order; 

(ii) a Party’s authorized representatives responsible for overseeing its 

legal affairs and any current employee, officer, or director of a Party assisting in the 

defense or prosecution of, or making a determination with respect to, the Litigation, 

or, in the case of an individual Party, the Party himself or herself; 

(iii) experts or consultants and their employees and/or staff members 

engaged to prepare a written opinion, testify or assist counsel for a Party in the 

Litigation, provided that any report created by such expert or consultant relying on or 

incorporating Confidential Discovery Material, in whole or in part, shall be 

designated as “Confidential” by the Party responsible for its creation, and provided 

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further, that such expert or consultant has signed an undertaking in the form attached 

as Exhibit A hereto; 

(iv) any witness during their deposition or other proceeding in this 

Litigation. All such witnesses, and their counsel, will be bound by the provisions of 

the Protective Order, and no such witnesses or deponents or their counsel (except to 

the extent the counsel represents a Party) shall be permitted to retain any Confidential 

Discovery Material; 

(v) any fact witness in this Litigation or any person whom a Party’s 

counsel believes in good faith will testify in this Litigation, and his or her counsel, to 

the extent the Confidential Discovery Material disclosed to such person relates to the 

anticipated subject matter of the witness’s testimony, and provided that such witness 

and his or her counsel has signed an undertaking in the form attached as Exhibit A 

hereto and is not provided by the Receiving Party with copies of such Confidential 

Discovery Material for his or her retention. Confidential Discovery Material may be 

disclosed to a witness who refuses to sign the Exhibit A, attached hereto, if the 

witness has been told that the Confidential Discovery Material may be protected by 

federal and applicable state law, and that misuse, misappropriation or wrongful 

disclosure of Confidential Discovery Material might subject the witness to civil 

and/or criminal liability. Counsel shall safeguard all such documents, furnish them 

one at a time to the witness in preparations, collect and safeguard them after each 

individual use, not permit the witness to copy or take notes concerning such 

documents and, at the time of testimony, represent at the inception of the witness’s 

testimony adherence to this order; 

(vi) the original source of information reflected in Confidential 

Discovery Material, provided that such person is notified that such Confidential 

Discovery Material is subject to this Order and is not provided with copies of such 

Confidential Discovery Material for his or her retention, and provided further that, if 

such source was not the author or recipient of such Confidential Discovery Material, 

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only the portion of such Confidential Discovery Material reflecting information 

provided by the source may be disclosed to the source; 

(vii) court reporters and videographers and their respective staffs 

retained in connection with the Litigation; 

(viii) the Court, necessary Court personnel and jurors; 

(ix) any mediator, arbitrator, or other person engaged for the purpose 

of alternative dispute resolution, provided that such meditator, arbitrator, or other 

person has signed an undertaking in the form attached as Exhibit A hereto; 

(x) any person who is identified as an author or recipient of such 

Confidential Discovery Material (whether by the Confidential Discovery Material 

itself or any other Discovery Material, including by testimony), provided that such 

person is notified that such Confidential Discovery Material is subject to this Order 

and is not provided with copies of such Confidential Discovery Material for his or her 

retention; and

(xi) any other person agreed upon in advance by all Parties in writing 

or on the record or any person as to whom the Court directs should have access. 

(b) Absent an order of the Court directing otherwise, there is no 

requirement that a Party who discloses information or items designated as 

“Confidential” disclose the identities of the recipients of such information or produce 

any executed Exhibit A, attached hereto. 

(c) Notwithstanding anything to the contrary in this Order, a Party may use 

Confidential Discovery Material in connection with its defense in a government or 

regulatory proceeding, provided that it undertakes to maintain the protection afforded 

to the material by this Order. 

(d) Disclosure to Unauthorized Persons. If a Receiving Party learns that, by 

inadvertence or otherwise, it has disclosed Confidential Discovery Material to any 

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

must immediately (i) notify in writing the Producing Party of the unauthorized 

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disclosures, (ii) use best efforts to retrieve all copies of the Confidential Discovery 

Material, (iii) inform the person or persons to whom unauthorized disclosure was 

made of all of the terms of this Order, and (iv) request that such person or persons 

execute the undertaking in the form attached as Exhibit A hereto. 

(e) Use by Additional Parties. In the event that additional persons or 

entities become parties to the Litigation (a “New Party”), neither their outside counsel 

nor experts or consultants retained to assist such counsel shall have access to 

Confidential Discovery Material produced by or obtained from any other Producing 

Party until the New Party has executed and filed with the Court a copy of this Order. 

(f) Limitations on Use. Every person or entity given access to Confidential 

Discovery Material or information contained therein: 

(i) shall not make copies, duplicates, extracts, summaries or 

descriptions of such material, or any portion thereof, except for use in connection with 

the Litigation, and each such copy is to be treated in accordance with the provisions of 

this Order; and 

(ii) shall be advised by the Party providing such access that the 

information is being disclosed pursuant and subject to the terms of this Order and may 

not be disclosed other than pursuant to such terms. 

5. FILING DESIGNATED DISCOVERY MATERIAL 

(a) Filing Designated Discovery Material. Whenever a Party seeks to file 

with the Court any Discovery Material designated as Confidential Discovery Material, 

or any papers containing or revealing such information (including but not limited to 

any pleading, motion, deposition, transcript, brief, exhibit, or other filing with the 

Court), the filing Party shall lodge such document under seal pursuant to the Court’s 

rules and filing procedures, including LRCiv 5.6 and the Electronic Case Filing 

Administrative Policies and Procedures Manual, including the filing of a motion or 

stipulation to file such materials under seal that complies with LRCiv 5.6. Nothing in 

this Paragraph, however, shall preclude a Party from filing Discovery Materials that 

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the Party itself has designated as Confidential Discovery Material in unredacted form 

and without requesting sealing. 

(b) In certain instances, materials submitted to the Court may be designated 

Confidential Discovery Material by another Party or Non-Party (the “Designating 

Party”). In such instances, the filing Party must confer with the Designating Party as 

required by LRCiv 5.6(d). The conference required by LRCiv 5.6(d) shall occur no 

later than three (3) business days before the anticipated filing date. At that 

conference, the Parties shall also confer about appropriate redactions. If the Parties 

are unable to agree on what material must be redacted, then the Party that wishes to 

file the document or refer to the information in a submission must email the document 

and the information to be included in the submission to the Designating Party no later 

than two (2) business days before the anticipated filing date in order to allow the 

Designating Party to identify appropriate redactions, and the filing Party shall adopt 

those redactions in the publicly accessible versions of the document and submission. 

The Designating Party bears the burden of justifying filing under seal, either in the 

motion to seal or the response to the motion to seal, as appropriate. 

(c) Nothing herein shall be construed to affect in any manner the 

admissibility at trial of any document, testimony, or other evidence. 

(d) Removal of Sealed Records. Sealed records that have been filed may be 

removed by the Designating Party (i) within 90 days after a final decision disposing of 

the Litigation is rendered if no appeal is taken, or (ii) if an appeal is taken, 

within thirty (30) days after final disposition of the appeal. 

6. USE OF DESIGNATED DISCOVERY MATERIAL IN COURT 

(a) Use of Confidential Discovery Material in Court. Unless applicable 

rules or the Court provide for different notice, if any Receiving Party plans to utilize 

any Confidential Discovery Material at a court hearing, conference, or trial, that 

Receiving Party will use reasonable efforts to inform the Producing and/or 

Designating Party of its intent to use such information in advance of the court 

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appearance, without being obligated to identify the particular Confidential Discovery 

Material to be used. Whether or not any such advance notice is given, the Receiving 

Party will provide the Producing and/or Designating Party with an opportunity to 

approach the Court in confidence, whether in chambers or sidebar or such other 

method as the Court shall direct, regarding the use of the Confidential Discovery 

Material before reference is made to any such Confidential Discovery Material. This 

provision is not intended to prohibit counsel from selecting and using Confidential 

Discovery Material for any court hearing or conference. 

7. CLAWBACK OF PROTECTED MATERIAL 

(a) Production Not a Waiver. It is the intent of the Parties to assert and 

preserve all information within the attorney-client privilege, any other applicable 

privilege, and/or entitled to work product protection. Pursuant to Federal Rule of 

Evidence 502(d), production or disclosure of any Discovery Material in the Litigation 

or any other proceeding that the Producing Party subsequently claims is protected 

from discovery or disclosure, in full or part, by the attorney-client privilege, the 

attorney work product doctrine, and/or any other additional privilege, immunity, or 

protection, including, but not limited to, the joint defense or common interest 

doctrines, or applicable laws and regulations (together, “Protected Material”), shall 

not be deemed to be a waiver of those protections with respect to the Protected 

Material, the subject matter of the Protected Material or the right to object to the 

production or disclosure of the Protected Material in this Litigation or in any other 

proceeding. This Order shall be interpreted to provide the maximum protection 

allowed by Federal Rule of Evidence 502(d). 

(b) Clawback Procedure. If information produced in discovery is subject to 

a claim of attorney-client privilege, any other applicable privilege, and/or entitled to 

work product protection, the Producing Party shall follow the procedure set forth in 

Federal Rule of Civil Procedure 26(b)(5)(B). Any Party opposing a Producing Party’s 

assertion of attorney-client privilege, any other applicable privilege, and/or 

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entitlement to work product protection shall not assert as a ground for opposing such 

an assertion that the Producing Party waived any privilege or protection because of 

inadvertent production in this Litigation. 

8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 

(a) Failure to Challenge Not a Waiver. A Party shall not be obligated to 

challenge the propriety of the designation of Discovery Material as “Confidential” or 

a failure to so designate, at the time of the designation and the failure to so challenge 

shall not waive or otherwise preclude a subsequent challenge to such designation or 

failure to designate in accordance with Paragraph 8(c) hereto. 

(b) Time to Challenge Designation. A Party may object to the designation 

of Discovery Material as “Confidential” (the “Objecting Party”), or a failure to so 

designate, at any time. 

(c) Procedure for Challenging Designation. In the event that a Party wishes 

to challenge the designation of any Discovery Material as “Confidential” or a failure 

to so designate, the Objecting Party shall give written notice to counsel for the 

Producing Party and all Parties in the Litigation of the reasons for the objection. The 

Objecting Party and the Producing Party shall attempt in good faith to resolve all 

objections by agreement. If any objections cannot be resolved by agreement 

within ten (10) days from when they are first made, the Objecting Party may, in 

accordance with Paragraph 5, submit the issue to the Court at any time. Any 

Discovery Material as to which such an issue is raised shall continue to be treated as 

Confidential Discovery Material until the Court’s decision on the issue or the 

Producing Party withdraws such designation in writing, or, if the challenge is for a 

failure of a Party to designate Discovery Material as “Confidential,” such Discovery 

Material shall be treated at the level sought by the Objecting Party until the Court’s 

decision on the issue or the Objecting Party withdraws such objection in writing. 

9. FINAL DISPOSITION 

The provisions of this Order shall, absent written permission of the Producing 

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Party or order of the Court, continue to be binding throughout and after the conclusion 

of the Litigation. Within sixty (60) days after receiving notice of entry of an order, 

judgment or decree finally ending the Litigation, including, without limitation, any 

appeals therefrom, or the running of time to take such an appeal, if later, all persons 

having received Confidential Discovery Material shall, upon request of the Producing 

Party, make commercially reasonable efforts to identify and destroy all such 

Confidential Discovery Material, including all copies thereof and Derivative 

Information, or return such materials to counsel for the Producing Party. Outside 

counsel for the Parties shall be entitled to retain work product, court papers, 

deposition transcripts and trial transcripts that contain, reference or constitute 

Confidential Discovery Material, as well as any such materials that are subject to a 

litigation hold or document retention obligation in another matter or that are in use or 

may be used in a pending proceeding as described in Paragraph 4(c); provided, 

however, that such outside counsel, and employees of such outside counsel, shall 

maintain the confidentiality thereof pursuant to the terms of this Order. 

10. LEGAL PROCESS 

(a) Notice of Process and Objections. If a Receiving Party is subpoenaed in 

another proceeding or served with a document demand or other similar legal process 

in another proceeding, including any proceeding before any other court, arbitration 

panel, regulatory agency, law enforcement or administrative body, and such subpoena 

or document demand seeks Confidential Discovery Material that was produced by a 

person or entity other than the recipient of such subpoena or document demand, the 

Receiving Party shall, unless otherwise required or prohibited by law, give written 

notice pursuant to Paragraph 10(b) hereto, as promptly as reasonably practicable 

before the return date for such subpoena or document demand, to counsel for the 

Producing Party that designated the Discovery Material as “Confidential” in this 

Litigation. The Producing Party shall bear all responsibility for its objection to the 

production of such Confidential Discovery Material, and the Receiving Party shall not 

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voluntarily make any production of the Confidential Discovery Material until 

resolution of any objections interposed by the Producing Party, unless compelled or 

otherwise required by law. The Receiving Party shall make a good faith effort to 

provide the Producing Party a reasonable period of time in which to seek to quash the 

subpoena or document demand, or to move for any protection for the Discovery 

Material, before the Receiving Party takes any action to comply with the subpoena or 

document demand and shall request, by designation pursuant to a protective order or 

otherwise, the highest level of confidentiality protection available consistent with the 

designation of that Discovery Material pursuant to this Order. Nothing in this Order 

shall be construed as authorizing a Party to disobey any law or court order requiring 

production of Discovery Material designated as “Confidential,” in this Litigation. 

(b) Form of Notice. Any written notice required by Paragraph 10(a) hereto 

shall be sufficient if made, given, furnished, or filed, in writing, to: (a) counsel to 

Plaintiffs, Jonathan Sherman, Boies, Schiller & Flexner LLP, 5301 Wisconsin Avenue 

N.W., Washington, DC 20015; (b) counsel to Defendants VEREIT, Inc. and VEREIT 

Operating Partnership, L.P., Antonia M. Apps, Milbank Tweed Hadley & McCloy 

LLP, 28 Liberty Street, New York, NY 10005-1413; (c) counsel to Defendants AR 

Capital, LLC, ARC Properties Advisors, LLC, and RCAP Holdings, LLC, Reid M. 

Figel, Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C., 1615 M Street N.W., 

Suite 400, Washington, D.C. 20036; (d) counsel to Defendant Lisa Beeson, Guy 

Petrillo, Petrillo Klein & Boxer LLP, 655 Third Avenue, 22nd Floor, New York, NY 

10017; (e) counsel to Defendant Brian S. Block, Michael C. Miller, Steptoe & 

Johnson, LLP, 1114 Avenue of the Americas, New York, NY 10036; (f) counsel to 

Defendant David Kay, Jason R. Parish and Beth Mueller, Kirkland & Ellis LLP, 655 

Fifteenth Street, N.W. Suite 1200, Washington, DC 20005; (g) counsel to Defendant 

Lisa P. McAlister, Dwight P. Bostwick and Adam L. Fotiades, Zuckerman Spaeder 

LLP, 1800 M Street NW, Suite 1000, Washington, DC 20036; and (h) counsel to 

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Defendant Nicholas S. Schorsch, Audra J. Soloway, Paul, Weiss, Rifkind, Wharton & 

Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064. 

11. PRODUCING PARTY’S USE OF ITS OWN DOCUMENTS 

This Order has no effect upon, and shall not apply to, a Producing Party’s use 

of its own Confidential Discovery Material for any purpose. Similarly, this Order has 

no effect upon, and shall not apply to, any information or material that: (i) was, is or 

becomes public knowledge, not in breach of this Order; (ii) is acquired, developed or 

learned by the Receiving Party independent of discovery in this Litigation; or (iii) is 

required by law to be made available to third parties. 

12. NON-PARTIES 

(a) Protection for Non-Parties. Any Non-Party from whom Discovery 

Material is or has been sought in this Litigation may obtain the protections of this 

Order by giving written notice to the Parties that it intends to be bound by the 

provisions of this Order and designating that its provision of Discovery Material is 

subject to the Order. 

(b) Duty to Notify Non-Parties. The subpoenaing or requesting party shall 

advise any Non-Party from whom Discovery Material is sought of the existence of 

this Order and its right to obtain its protections. 

(c) Right of Party to Designate. To the extent that any Non-Party produces 

Discovery Material in this Litigation that contains Confidential Discovery Material of 

a Party to this Litigation, that Party may designate such Discovery Material as 

“Confidential,” for purposes of this Order by delivering written notice of such 

designation to the Parties within sixty (60) days of receipt by counsel for all Parties of 

the Non-Party’s production of such Discovery Material. Until the expiration of the 

60-day period, the Parties shall treat any Discovery Material produced by a Non-Party 

as Confidential Discovery Material. Thereafter, only those portions of such 

Discovery Material designated as “Confidential” shall be deemed Confidential 

Discovery Material. 

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(d) No later than seven (7) business days after a Receiving Party’s receipt 

of written responses and/or Discovery Material provided or produced in response to a 

subpoena pursuant to Federal Rule of Civil Procedure 45, including written responses 

and objections and written meet-and-confer correspondence, and any court filings 

related to the subpoena, that Receiving Party must make copies of such written 

responses and/or Discovery Material available to all other Parties. 

13. MISCELLANEOUS 

(a) Entering into or agreeing to this Order, producing or receiving 

Confidential Discovery Material or otherwise complying with the terms of this Order, 

shall not: 

(i) operate as an admission by the Receiving Party that any 

particular Discovery Material designated as “Confidential” by the Producing Party is 

appropriately designated as such; 

(ii) prevent any Party from seeking further, greater or lesser 

protection with respect to the use of any Confidential Discovery Material in 

connection with this Litigation or any other proceeding; 

(iii) prejudice in any way the rights of any Party to object to the 

production of documents or information it considers not subject to discovery or to 

object to the authenticity or admissibility into evidence of any document, testimony or 

other evidence subject to this Order; 

(iv) waive any applicable privilege, protection or immunity; 

(v) waive a Party’s right to move the Court for an order allowing 

disclosure of Confidential Discovery Material for good cause; 

(vi) prejudice in any way the rights of a Party to petition the Court for 

a protective order relating to any purported Confidential Discovery Material; 

(vii) prevent the Parties from agreeing to alter or waive the provisions 

or protections provided for herein with respect to any particular Discovery Material; 

or 

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(viii) affect, or be construed to affect, in any way the admissibility of 

any document, interrogatory response or other evidence at hearings or trial of the 

Litigation. 

(b) It is the present intention of the Parties that the provisions of this Order 

shall govern discovery in the Litigation. Nonetheless, the Parties hereto may modify 

the terms of the Order by agreement of all Parties in writing, and approval by the 

Court. 

(c) The terms of this Order shall survive any settlement, discontinuance, 

dismissal, judgment or other disposition of the Litigation. 

(d) Any violation of the terms of this Order shall be punishable by relief 

deemed appropriate by the Court. 

(e) The Parties agree to meet and confer concerning any dispute between 

the Parties regarding this Order before seeking assistance from the Court. If the 

Parties are unable to resolve the dispute, any Party may make an appropriate 

application to the Court for relief. 

Dated this 4th day of November, 2016. 

Honorable Roslyn O. Silver

Senior United States District Judge

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EXHIBIT A 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA

Vanguard Specialized Funds, et al.,

Plaintiffs, 

vs. 

VEREIT Incorporated, et al., 

Defendants. 

No. CV15-02157-PHX-ROS

CERTIFICATION 

I hereby certify (i) my understanding that Discovery Material is being provided 

to me pursuant to the terms and restrictions of the Protective Order, entered 

November __, 2016 (the “Order”), and (ii) that I have read the Order. I understand 

the terms of the Order, agree to be fully bound by its terms, and hereby submit to the 

jurisdiction of the United States District Court for the District of Arizona for purposes 

of enforcement of the Order. Upon the conclusion of the Litigation (or, if applicable, 

a proceeding described in Paragraph 4(c) of the Order) and any appeals related 

thereto, or when I no longer have any reason to possess the Discovery Material, 

whichever shall first occur, I hereby agree, upon request, to return all copies of 

Discovery Material to the Party who furnished the same to me or certify that 

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commercially reasonable efforts have been taken to destroy all such Discovery 

Material. 

___________________________________ 

Dated: 

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