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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE: TIKTOK, INC.,

CONSUMER PRIVACY

LITIGATION,

This Document Relates to All Cases

MDL No. 2948

Master Docket No. 20-cv-4699 

Judge John Z. Lee

Magistrate Judge Sunil R. Harjani 

STIPULATED PROTECTIVE ORDER FOR LITIGATION INVOLVING HIGHLY 

SENSITIVE CONFIDENTIAL INFORMATION AND/OR TRADE SECRETS

1. PURPOSES AND LIMITATIONS

Disclosure and discovery activity in this action are likely to involve production of confidential, 

proprietary, or private information for which special protection from public disclosure and from use for 

any purpose other than prosecuting this litigation may be warranted. Accordingly, the parties hereby 

stipulate to and petition the court to enter the following Stipulated Protective Order. The parties 

acknowledge that this Order does not confer blanket protections on all disclosures or responses to 

discovery and that the protection it affords from public disclosure and use extends only to the limited 

information or items that are entitled to confidential treatment under the applicable legal principles. The 

parties further acknowledge, as set forth in Section 14.4, below, that this Stipulated Protective Order does 

not entitle them to file confidential information under seal; Local Rules 5.8 and 26.2 set 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 or Non-Party that challenges the designation of information or 

items under this Order.

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2.2 “CONFIDENTIAL” Information or Items: information (regardless of how it is generated, 

stored or maintained) or tangible things that qualify for protection under Federal Rule of Civil Procedure

26(c).

2.3 Counsel (without qualifier): Outside Counsel of Record and House Counsel (as well as 

their support staff).

2.4 Designated House Counsel: House Counsel who seek access to “CONFIDENTIAL” or 

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

SOURCE CODE” information in this matter.

2.5 Designating Party: a Party or Non-Party that designates information or items that it 

produces in disclosures or in responses to discovery as “CONFIDENTIAL” or “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY CONFIDENTIAL – SOURCE 

CODE”.

2.6 Disclosure or 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 in 

this matter.

2.7 Expert: a person with specialized knowledge or experience in a matter pertinent to the 

litigation who (1) has been retained by a Party or its counsel to serve as an expert witness or as a 

consultant in this action, (2) is not a past or current employee of a Party or of a Party’s competitor, and (3)

at the time of retention, is not anticipated to become an employee of a Party or of a Party’s competitor.

2.8 “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” Information or Items:

extremely sensitive “Confidential Information or Items,” disclosure of which to another Party or NonParty would create a substantial risk of serious harm that could not be avoided by less restrictive means.

2.9 “HIGHLY CONFIDENTIAL – SOURCE CODE” Information or Items: extremely 

sensitive “Confidential Information or Items” representing computer code and associated comments and 

revision histories, formulas, engineering specifications, or schematics that define or otherwise describe in 

detail the algorithms or structure of software or hardware designs, disclosure of which to another Party or 

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Non-Party would create a substantial risk of serious harm that could not be avoided by less restrictive 

means.

2.10 House Counsel: attorneys who are employees or independent contractors of a party to this 

action or outside counsel other than Outside Counsel of Record.

2.11 Non-Party: any natural person, partnership, corporation, association, or other legal entity 

not named as a Party to this action.

2.12 Outside Counsel of Record: attorneys who are not employees of a party to this action but 

are retained to represent or advise a party to this action and have appeared in this action on behalf of that 

party or are affiliated with a law firm which has appeared on behalf of that party.

2.13 Party: any party to this action, including all of its officers, directors, employees, 

consultants, retained experts, and Outside Counsel of Record (and their support staffs).

2.14 Producing Party: a Party or Non-Party that produces Disclosure or Discovery Material in 

this action.

2.15 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.

2.16 Protected Material: any Disclosure or Discovery Material that is designated as 

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

“HIGHLY CONFIDENTIAL – SOURCE CODE.” 

2.17 Receiving Party: a Party that receives Disclosure or Discovery Material from a Producing 

Party.

3. SCOPE

The protections conferred by this Stipulation and Order cover not only Protected Material (as 

defined above), 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 Stipulation and Order do not cover the following information: (a) any information that is 

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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. Any use of Protected Material at trial shall be governed by a separate agreement or 

order.

4. DURATION

Even after final disposition of this litigation, 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. Final disposition shall be deemed to be the later of (1) dismissal of all claims and defenses in this 

action, with or without prejudice; and (2) final judgment herein after the completion and exhaustion of all 

appeals, rehearings, remands, trials, or reviews of this action, including the time limits for filing any 

motions or applications for extension of time pursuant to applicable law.

5. DESIGNATING PROTECTED MATERIAL

5.1 Exercise of Restraint and Care in Designating Material for Protection. Each Party or NonParty that designates information or items for protection under this Order must take care to limit any such 

designation to specific material that qualifies under the appropriate standards. To the extent it is practical 

to do so, the Designating Party must designate for protection only those parts of material, documents, 

items, or oral or written communications that qualify – so that other portions of the material, documents, 

items, or communications for which protection is not warranted are not swept unjustifiably within the 

ambit of this Order. Mass, indiscriminate, or routinized designations are prohibited. Designations that are 

shown to be clearly unjustified or that have been made for an improper purpose (e.g., to unnecessarily

encumber or retard the case development process or to impose unnecessary expenses and burdens on 

other parties) expose the Designating Party to sanctions. If it comes to a Designating Party’s attention that 

information or items that it designated for protection do not qualify for protection at all or do not qualify 

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for the level of protection initially asserted, that Designating Party must promptly notify all other parties 

that it is withdrawing the mistaken designation.

5.2 Manner and Timing of Designations. Except as otherwise provided in this Order (see, 

e.g., section 5.2(a) below), or as otherwise stipulated or ordered, Disclosure or Discovery Material that 

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

produced. 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” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 

EYES ONLY” or “HIGHLY CONFIDENTIAL – SOURCE CODE” to each page that contains 

protected material. If only a portion or portions of the material on a page qualifies for protection, 

the Producing Party also must clearly identify the protected portion(s) (e.g., by making 

appropriate markings in the margins) and must specify, for each portion, the level of protection 

being asserted. A Party or Non-Party that makes original documents or materials available for 

inspection need not designate them for protection until after the inspecting Party has indicated 

which material it would like copied and produced. During the inspection and before the 

designation, all of the material made available for inspection shall be deemed “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the inspecting Party has identified the 

documents it wants copied and produced, the Producing Party must determine which documents, 

or portions thereof, qualify for protection under this Order. Then, before producing the specified 

documents, the Producing Party must affix the appropriate legend (“CONFIDENTIAL” or 

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

– SOURCE CODE”) to each page that contains Protected Material. If only a portion or portions 

of the material on a page qualifies for protection, the Producing Party also must clearly identify 

the protected portion(s) (e.g., by making appropriate markings in the margins) and must specify, 

for each portion, the level of protection being asserted.

(b) for testimony given in deposition or in other pretrial or trial proceedings, that the 

Designating Party within 21 days after the deposition identify the specific portions of the 

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testimony as to which protection is sought and the level of protection being asserted, prior to 

which time the entire transcript shall be treated as “HIGHLY CONFIDENTIAL – ATTORNEYS’ 

EYES ONLY.” Only those portions of the testimony that are appropriately designated for 

protection (including, if appropriate, the entire transcript) within the 21 days shall be covered by 

the provisions of this Stipulated Protective Order. Parties shall assume that any deposition in this 

action will include Protected Material and ensure that only authorized individuals who have 

signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A) are present at those 

proceedings. Parties shall give the other parties notice if they reasonably expect a hearing or other 

in-court proceeding to include Protected Material so that the other parties can ensure that only 

authorized individuals who have signed the “Acknowledgment and Agreement to Be Bound”

(Exhibit A) are present at those proceedings. The use of a document as an exhibit at a deposition 

shall not in any way affect its designation as “CONFIDENTIAL” or “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” Transcripts containing Protected Material 

shall have an obvious legend on the title page that the transcript contains Protected Material, and

the title page shall be followed by a list of all pages (including line numbers as appropriate) that 

have been designated as Protected Material and the level of protection being asserted by the 

Designating Party. The Designating Party shall inform the court reporter of these requirements.

Any transcript that is prepared before the expiration of a 21-day period for designation shall be 

treated during that period as if it had been designated “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY” in its entirety unless otherwise agreed. After the expiration of that 

period, the transcript shall be treated only as actually designated.

(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” or 

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

– SOURCE CODE”. If only a portion or portions of the information or item warrant protection, 

the Producing Party, to the extent practicable, shall identify the protected portion(s) and specify 

the level of protection being asserted.

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5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to designate 

qualified information or items does not, standing alone, waive the Designating Party’s right to secure 

protection under this Order for such material. Upon timely correction of a designation, the Receiving 

Party must make reasonable efforts to assure that the material is treated in accordance with the provisions 

of this Order.

6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

6.1 Timing of Challenges. Any Party or Non-Party may challenge a designation of 

confidentiality at any time. Unless a prompt challenge to a Designating Party’s confidentiality designation 

is necessary to avoid foreseeable, substantial unfairness, unnecessary economic burdens, or a significant 

disruption or delay of the litigation, a Party does not waive its right to challenge a confidentiality 

designation by electing not to mount a challenge promptly after the original designation is disclosed.

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 Protective 

Order. The parties shall attempt to resolve each challenge in good faith and must begin the process by 

conferring directly (in voice to voice dialogue; other forms of communication are not sufficient) within 14

days of the date of service of notice. 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 designated 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 Designating Party shall file and serve a motion to retain confidentiality within 21 days of the initial 

notice of challenge or within 14 days of the parties agreeing that the meet and confer process will not 

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resolve their dispute, whichever is earlier. Each such motion must be accompanied by a competent 

declaration affirming that the movant has complied with the meet and confer requirements imposed in the 

preceding paragraph. Failure by the Designating Party to make such a motion including the required

declaration within 21 days (or 14 days, if applicable) shall automatically waive the confidentiality 

designation for each challenged designation. In addition, 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. 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 burden of 

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

those made for an improper purpose (e.g., to harass or impose unnecessary expenses and burdens on other 

parties) may expose the Challenging Party to sanctions. Unless the Designating Party has waived the 

confidentiality designation by failing to file a motion to retain confidentiality as described above, 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 PROTECTED MATERIAL

7.1 Basic Principles. A Receiving Party may use Protected Material that is disclosed or 

produced by another Party or by a Non-Party in connection with this case only for prosecuting, defending, 

or attempting to settle this litigation. Such Protected Material may be disclosed only to the categories of 

persons and under the conditions described in this Order. When the litigation has been terminated, a 

Receiving Party must comply with the provisions of section 15 below (FINAL DISPOSITION). 

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

manner1that ensures that access is limited to the persons authorized under this Order.

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It may be appropriate under certain circumstances to require the Receiving Party to store any 

electronic Protected Material in password-protected form.

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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 Receiving Party’s Outside Counsel of Record in this action, as well as employees of said 

Outside Counsel of Record to whom it is reasonably necessary to disclose the information for this

litigation and who have signed the “Acknowledgment and Agreement to Be Bound” that is 

attached hereto as Exhibit A;

(b) the officers, directors, and employees (including House Counsel) of the Receiving Party to 

whom disclosure is reasonably necessary for this litigation and who have signed the 

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

(c) Experts (as defined in this Order) of the Receiving Party (1) to whom disclosure is reasonably 

necessary for this litigation, (2) who have signed the “Acknowledgment and Agreement to Be 

Bound” (Exhibit A);

(d) the court and its personnel;

(e) court reporters and their staff, professional jury or trial consultants, and Professional Vendors 

to whom disclosure is reasonably necessary for this litigation and who have signed the 

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

(f) during their depositions, witnesses in the action to whom disclosure is reasonably necessary 

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

otherwise agreed by the Designating Party or ordered by the court. Pages of transcribed 

deposition testimony or exhibits to depositions that reveal Protected Material must be separately 

bound by the court reporter and may not be disclosed to anyone except as permitted under this

Stipulated Protective Order.

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

person who otherwise possessed or knew the information.

7.3 Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or

“HIGHLY CONFIDENTIAL – SOURCE CODE” 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 

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item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY 

CONFIDENTIAL – SOURCE CODE” only to:

(a) the Receiving Party’s Outside Counsel of Record in this action, as well as employees of said 

Outside Counsel of Record to whom it is reasonably necessary to disclose the information for this

litigation and who have signed the “Acknowledgment and Agreement to Be Bound” that is 

attached hereto as Exhibit A;

(b) Designated House Counsel of the Receiving Party2(1) who has no involvement in 

competitive decision-making, (2) to whom disclosure is reasonably necessary for this litigation, 

(3) who has signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A), and (4) as 

to whom the procedures set forth in paragraph 7.4 below, have been followed;

(c) Experts of the Receiving Party (1) to whom disclosure is reasonably necessary for this 

litigation, and (2) who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit 

A), and (3) as to whom the procedures set forth in paragraph 7.4, below, have been followed;

(d) the court and its personnel;

(e) court reporters and their staff, professional jury or trial consultants,3and Professional Vendors 

to whom disclosure is reasonably necessary for this litigation and who have signed the 

“Acknowledgment and Agreement to Be Bound” (Exhibit A), and mock jurors who have signed 

the “Acknowledgement and Agreement to Be Bound for Mock Jurors” (Exhibit B); and

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

who otherwise possessed or knew the information.

2

It may be appropriate under certain circumstances to limit the number of Designated House 

Counsel who may access “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 

EYES ONLY” information under this provision.

3 Alternative: The parties may wish to allow disclosure of information not only to professional 

jury or trial consultants, but also to mock jurors, to further trial preparation. In that situation, the 

parties may wish to draft a simplified, precisely tailored Undertaking for mock jurors to sign.

[See the attached Exhibit B]

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7.4 Procedures for Approving or Objecting to Disclosure of “HIGHLY CONFIDENTIAL –

ATTORNEYS’ EYES ONLY” and “HIGHLY CONFIDENTIAL – SOURCE CODE” Information or 

Items to Designated House Counsel or Experts: 

(a)(1) Unless otherwise ordered by the court or agreed to in writing by the Designating Party, a 

Party that seeks to disclose to Designated House Counsel any information or item that has been 

designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY 

CONFIDENTIAL – SOURCE CODE” pursuant to paragraph 7.3(b) first must make a written 

request to the Designating Party that sets forth the full name of the Designated House Counsel 

and the state or province and country of his or her residence, and his or her current and 

reasonably foreseeable future primary job duties and responsibilities. A Party that makes a

request and provides the information specified may disclose the subject Protected Material to the 

identified Designated House Counsel unless, within 7 days of delivering the request, the Party 

receives a written objection from the Designating Party. Any such objection must set forth in 

detail the grounds on which it is based.

(a)(2) Unless otherwise ordered by the court or agreed to in writing by the Designating Party, a 

Party that seeks to disclose to an Expert (as defined in this Order) any information or item that 

has been designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY 

CONFIDENTIAL – SOURCE CODE” information pursuant to paragraph 7.3(c) first must make 

a written request to the Designating Party that (1) identifies the general categories of “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY CONFIDENTIAL – SOURCE 

CODE” information that the Receiving Party seeks permission to disclose to the Expert, (2) sets 

forth the full name of the Expert and the state or province and country of his or her primary 

residence, (3) attaches a copy of the Expert’s current resume, (4) identifies the Expert’s current 

employer(s), (5) identifies each person or entity from whom the Expert has received 

compensation or funding for work in his or her areas of expertise or to whom the expert has 

provided professional services, including in connection with a litigation, at any time during the 

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preceding five years,4and (6) identifies (by name and number of the case, filing date, and 

location of court) any litigation in connection with which the Expert has offered expert testimony, 

including through a declaration, report, or testimony at a deposition or trial, during the preceding 

five years.5 A Party that makes a request and provides the information specified may disclose the 

subject Protected Material to the identified Expert unless, within 7 days of delivering the request, 

the Party receives a written objection from the Designating Party. Any such objection must set 

forth in detail the grounds on which it is based.

(b) A Party that receives a timely written objection must meet and confer with the Designating 

Party (through direct voice to voice dialogue) to try to resolve the matter by agreement within 

seven days of the written objection. If no agreement is reached, the Party seeking to make the 

disclosure to Designated House Counsel or the Expert may file a motion as provided in Civil 

Local Rule 7 (and in compliance with Civil Local Rule 79-5, if applicable) seeking permission 

from the court to do so. Any such motion must describe the circumstances with specificity, set 

forth in detail the reasons why the disclosure to Designated House Counsel or the Expert is

reasonably necessary, assess the risk of harm that the disclosure would entail, and suggest any

additional means that could be used to reduce that risk. In addition, any such motion must be

accompanied by a competent declaration describing the parties’ efforts to resolve the matter by 

agreement (i.e., the extent and the content of the meet and confer discussions) and setting forth 

the reasons advanced by the Designating Party for its refusal to approve the disclosure.

4

If the Expert believes any of this information is subject to a confidentiality obligation to a thirdparty, then the Expert should provide whatever information the Expert believes can be disclosed 

without violating any confidentiality agreements, and the Party seeking to disclose to the Expert 

shall be available to meet and confer with the Designating Party regarding any such engagement.

5

It may be appropriate in certain circumstances to restrict the Expert from undertaking certain 

limited work prior to the termination of the litigation that could foreseeably result in an improper 

use of the Designating Party’s “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ 

EYES ONLY” or “HIGHLY CONFIDENTIAL – SOURCE CODE” information.

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In any such proceeding, the Party opposing disclosure to Designated House Counsel or the Expert 

shall bear the burden of proving that the risk of harm that the disclosure would entail (under the 

safeguards proposed) outweighs the Receiving Party’s need to disclose the Protected Material to 

its Designated House Counsel or Expert.

8. PROSECUTION BAR

Absent written consent from the Producing Party, any individual who receives access to 

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

SOURCE CODE” information shall not be involved in the prosecution of patents or patent applications 

relating to the subject matter of that information, before any foreign or domestic agency, including the 

United States Patent and Trademark Office (“the Patent Office”).6 For purposes of this paragraph, 

“prosecution” includes directly or indirectly drafting, amending, advising, or otherwise affecting the 

scope or maintenance of patent claims.7 To avoid any doubt, “prosecution” as used in this paragraph does 

not include representing a party challenging a patent before a domestic or foreign agency (including, but 

not limited to, a reissue protest, ex parte reexamination or inter partes reexamination). This Prosecution 

Bar shall begin when access to or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or

“HIGHLY CONFIDENTIAL – SOURCE CODE” information is first received by the affected individual 

and shall end two (2) years after final termination of this action.

9. SOURCE CODE 

(a) To the extent production of source code becomes necessary in this case, a Producing 

Party may designate source code as “HIGHLY CONFIDENTIAL - SOURCE CODE” if it comprises or 

includes confidential, proprietary or trade secret source code.

6

It may be appropriate under certain circumstances to require Outside and House Counsel who 

receive access to ““CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY” or “HIGHLY CONFIDENTIAL – SOURCE CODE” information to implement an “Ethical 

Wall.”

7 Prosecution includes, for example, original prosecution, reissue and reexamination proceedings.

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(b) Protected Material designated as “HIGHLY CONFIDENTIAL – SOURCE CODE” shall 

be subject to all of the protections afforded to “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY” information, and may be disclosed only to the individuals to whom “HIGHLY CONFIDENTIAL 

– ATTORNEYS’ EYES ONLY” information may be disclosed, as set forth in Paragraphs 7.3 and 7.4.

(c) Any source code produced in discovery shall be made available for inspection in a format

through which it could be reasonably reviewed and searched during normal business hours or other 

mutually agreeable times at a location that is reasonably convenient for the Receiving Party and any 

experts to whom the source code may be disclosed. The source code shall be made available for 

inspection on a secured computer in a secured room without Internet access or network access to other 

computers, and the Receiving Party shall not copy, remove, or otherwise transfer any portion of the

source code onto any recordable media or recordable device. The Producing Party may visually monitor 

the activities of the Receiving Party’s representatives during any source code review, but only to ensure 

that there is no unauthorized recording, copying, or transmission of the source code.8

(d) The Receiving Party may request paper copies of limited portions of source code that are 

reasonably necessary for the preparation of court filings, pleadings, expert reports, or other papers, or for 

deposition or trial, but shall not request paper copies for the purposes of reviewing the source code other 

than electronically as set forth in paragraph (c) in the first instance. The Producing Party shall provide all 

such source code in paper form including bates numbers and the label “HIGHLY CONFIDENTIAL -

SOURCE CODE.” The Producing Party may challenge the amount of source code requested in hard copy 

form pursuant to the dispute resolution procedure and timeframes set forth in Paragraph 6 whereby the 

Producing Party is the “Challenging Party” and the Receiving Party is the “Designating Party” for 

purposes of dispute resolution.

(e) The Receiving Party shall maintain a record of any individual who has inspected any 

portion of the source code in electronic or paper form. The Receiving Party shall maintain all paper copies 

8

It may be appropriate under certain circumstances to require the Receiving Party to keep a 

paper log indicating the names of any individuals inspecting the source code and dates and times 

of inspection, and the names of any individuals to whom paper copies of portions of source code 

are provided.

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of any printed portions of the source code in a secured, locked area. The Receiving Party shall not create 

any electronic or other images of the paper copies and shall not convert any of the information contained 

in the paper copies into any electronic format. The Receiving Party shall only make additional paper 

copies if such additional copies are (1) necessary to prepare court filings, pleadings, or other papers 

(including a testifying expert’s expert report), (2) necessary for deposition, or (3) otherwise necessary for 

the preparation of its case. Any paper copies used during a deposition shall be retrieved by the deposing 

Party at the end of each day and must not be given to or left with a court reporter or any other 

unauthorized individual.9

10. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 

OTHER LITIGATION

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

disclosure of any information or items designated in this action as “CONFIDENTIAL” or “HIGHLY 

CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or “HIGHLY CONFIDENTIAL – SOURCE CODE”

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 

Protective Order. Such notification shall include a copy of this Stipulated Protective Order; and 

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

Party whose Protected Material may be affected.

10

9 The nature of the source code at issue in a particular case may warrant additional protections or 

restrictions, For example, it may be appropriate under certain circumstances to require the 

Receiving Party to provide notice to the Producing Party before including “HIGHLY 

CONFIDENTIAL – SOURCE CODE” information in a court filing, pleading, or expert report.

10 The purpose of imposing these duties is to alert the interested parties to the existence of this 

Protective Order and to afford the Designating Party in this case an opportunity to try to protect 

its confidentiality interests in the court from which the subpoena or order issued.

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

court order shall not produce any information designated in this action as “CONFIDENTIAL” or 

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

SOURCE CODE” 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.

11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN 

THIS LITIGATION

(a) The terms of this Order are applicable to information produced by a Non-Party in this 

action and designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 

ONLY” or “HIGHLY CONFIDENTIAL – SOURCE CODE”. Such information produced by Non-Parties 

in connection with this litigation is protected by the remedies and relief provided by this Order. Nothing 

in these provisions should be construed as prohibiting a Non-Party from seeking additional protections.

(b) In the event that a Party is required, by a valid discovery request, to produce a NonParty’s confidential information in its possession, and the Party is subject to an agreement with the NonParty not to produce the Non-Party’s confidential information, then the Party shall:

1. promptly notify in writing the Requesting Party and the Non-Party that some or 

all of the information requested is subject to a confidentiality agreement with a 

Non-Party;

2. promptly provide the Non-Party with a copy of the Stipulated Protective Order in 

this litigation, the relevant discovery request(s), and a reasonably specific 

description of the information requested; and 

3. make the information requested available for inspection by the Non-Party.

(c) If the Non-Party fails to object or seek a protective order from this court within 14 days 

of receiving the notice and accompanying information, the Receiving Party may produce the Non-Party’s 

confidential information responsive to the discovery request. If the Non-Party timely seeks a protective 

order, the Receiving Party shall not produce any information in its possession or control that is subject to 

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17

the confidentiality agreement with the Non-Party before a determination by the court.

11 Absent a court 

order to the contrary, the Non-Party shall bear the burden and expense of seeking protection in this court 

of its Protected Material.

12. 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 Stipulated Protective Order, the Receiving 

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

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

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

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

as Exhibit A.

13. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 

PROTECTED MATERIAL

When a Producing Party gives notice to Receiving Parties that certain inadvertently produced 

material is subject to a claim of privilege or other protection, the obligations of the Receiving Parties are 

those set forth in Federal Rule of Civil Procedure 26(b)(5)(B), except that the recipient of an inadvertent 

production may not “sequester” or in any way use the document(s) pending resolution of a challenge to 

the claim of privilege or other protection, other than “presenting” the document(s) to the court to 

challenge the privilege claim as may otherwise be allowed under Rule 26(b)(5)(B) subject to ethical 

obligations. This provision is not intended to modify whatever procedure may be established in an ediscovery order that provides for production without prior privilege review. Pursuant to Federal Rule of 

Evidence 502(d) and (e), insofar as the parties reach an agreement on the effect of disclosure of a 

communication or information covered by the attorney-client privilege or work product protection, the 

parties may incorporate their agreement in the stipulated protective order submitted to the court.

11 The purpose of this provision is to alert the interested parties to the existence of confidentiality 

rights of a Non-Party and to afford the Non-Party an opportunity to protect its confidentiality 

interests in this court.

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14. MISCELLANEOUS

14.1 Right to Further Relief. Nothing in this Order abridges the right of any person to seek its 

modification by the court in the future.

14.2 Right to Assert Other Objections. By stipulating to the entry of this Protective Order no 

Party waives any right it otherwise would have to object to disclosing or producing any information or 

item on any ground not addressed in this Stipulated Protective Order. Similarly, no Party waives any right 

to object on any ground to use in evidence of any of the material covered by this Protective Order.

14.3 Export Control. Disclosure of Protected Material shall be subject to all applicable laws 

and regulations relating to the export of technical data contained in such Protected Material, including the 

release of such technical data to foreign persons or nationals in the United States or elsewhere. The 

Producing Party shall be responsible for identifying any such controlled technical data, and the Receiving 

Party shall take measures necessary to ensure compliance.

14.4 Filing Protected Material. 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 in this action any Protected Material. A Party that seeks to file under seal any Protected Material 

must comply with LR 26.2. Protected Material may only be filed under seal pursuant to a court order 

authorizing the sealing of the specific Protected Material at issue. If a Receiving Party's request to file 

Protected Material under seal is denied by the court, then the Receiving Party may file the Protected 

Material in the public record unless otherwise instructed by the court.

15. FINAL DISPOSITION

Within 60 days after the final disposition of this action, as defined in paragraph 4, 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 60-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

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19

reproducing or capturing any of the Protected Material. Notwithstanding this provision, 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. Any 

such archival copies that contain or constitute Protected Material remain subject to this Protective Order 

as set forth in Section 4 (DURATION).

IT IS SO ORDERED.

DATED: 10/19/20

_____________________________________

Hon. John Z. Lee 

United States District Judge 

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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 Stipulated 

Protective Order that was issued by the United States District Court for the Northern District of Illinois on 

______________ in the case of In Re: TikTok, Inc., Consumer Privacy Litigation, United States District 

Court for the Northern District of Illinois Case No. 20-cv-04699 (MDL No. 2948). I agree to comply with 

and to be bound by all the terms of this Stipulated Protective 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 this 

Stipulated Protective Order to any person or entity except in strict compliance with the provisions of this 

Order.

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

District of Illinois for the purpose of enforcing the terms of this Stipulated 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 Illinois agent for service of process in connection with this 

action or any proceedings related to enforcement of this Stipulated Protective Order.

Date: _________________________________

City and State where sworn and signed: _________________________________

Printed name: ______________________________

[printed name]

Signature: __________________________________

[signature]

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EXHIBIT B

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND FOR MOCK JURORS

I, __________________________________________________ [print or type full name], of 

_____________________________________________________________ [print or type full address], 

have agreed to serve as a mock juror in the case of In Re: TikTok, Inc., Consumer Privacy Litigation, 

United States District Court for the Northern District of Illinois Case No. 20-cv-04699 (MDL No. 2948). I 

understand that in the course of serving as a mock juror, I may be shown materials that have been 

designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” or 

“HIGHLY CONFIDENTIAL – SOURCE CODE”. I solemnly promise that I will not disclose the 

contents of any such materials to anyone outside of the mock jury exercise. I understand that these 

materials are subject to a Court order of confidentiality in this case and that disclosing the contents of any 

such materials will expose me to sanctions by the Court.

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

District of Illinois for the purpose of enforcing the terms of this Acknowledgement and Agreement to Be 

Bound, 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 Illinois agent for service of process in connection 

with this action or any proceedings related to enforcement of this Acknowledgement and Agreement to be 

bound.

Signed under penalty of perjury:

Date: _________________________________

City and State where sworn and signed: _________________________________

Printed name: ______________________________

[printed name]

Signature: __________________________________

[signature]

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