Case 1:19-cv-01410-MN Document 53 Filed 08/26/20 Page 1 of 5 PageID #: 1060
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`VB Assets, LLC,
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`Plaintiff,
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`v.
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`Amazon.com Inc., et al.,
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`Defendants.
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`C.A. No. 1:19-cv-01410-MN
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`SECOND ADDENDUM TO PROTECTIVE ORDER
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`In light of the COVID-19 pandemic, and the resulting Federal, State, and local travel
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`restrictions and shelter-in-place orders (collectively, “COVID-19 Restrictions”), Plaintiff VB
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`Assets, LLC and defendants Amazon.com, Inc.; Amazon.com LLC; Amazon Web Services, Inc.;
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`A2Z Development Center, Inc. d/b/a Lab126; Rawles LLC; AMZN Mobile LLC; AMZN Mobile
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`2 LLC; Amazon.com Services, Inc. f/k/a Amazon Fulfillment Services, Inc.; and Amazon Digital
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`Services LLC (collectively, “the parties”) agree to the following additional terms governing
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`review of Source Code. All source code related terms in the Protective Order (see Dkt. 39, § 2.4)
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`continue to govern to the extent they are not addressed by this Addendum.
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`The terms in this Addendum shall remain in effect only so long as COVID-19
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`Restrictions are in effect at the locations of respective relevant parties, such as the location of the
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`parties’ respective counsel and source code review consultants and experts. Once the COVID-19
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`Restrictions in those locations are lifted, however, the Producing Party can, at its sole discretion,
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`continue (or resume) providing Source Code pursuant to the terms of this Addendum at any time
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`or provide Source Code pursuant to the relevant provisions of the Protective Order (see Dkt. 39,
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`§ 2.4).
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`Case 1:19-cv-01410-MN Document 53 Filed 08/26/20 Page 2 of 5 PageID #: 1061
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`The Parties’ acknowledge that while the terms below may not reflect the Producing
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`Party’s normal security protocols, they represent an accommodation in the interest of moving the
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`case forward during the unprecedented COVID-19 pandemic and in light of applicable COVID-
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`19 Restrictions and related office closures and travel restrictions. A Party’s agreement to make
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`Source Code available pursuant to this Addendum shall not be construed as an admission that the
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`provisions of the Addendum are appropriate in any other case or that these provisions provide an
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`acceptable level of security for the Producing Party’s Source Code at any other time not affected
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`by the COVID-19 pandemic. The Addendum may not be cited as an appropriate practice to
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`follow once the COVID-19 pandemic has passed even if the Producing Party decides to follow
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`the terms of this Addendum after the COVID-19 Restrictions are lifted because other pandemic-
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`related issues such as delayed office re-openings may still be experienced.
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`1.
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`To the extent a Party elects to make Source Code available for inspection, the
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`Producing Party shall notify the Receiving Party once any of Producing Party’s Source Code is
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`available for inspection. Thereafter, the Receiving Party shall provide fourteen (14) days’ notice
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`that it wishes to inspect Source Code. In the instant case, VoiceBox has already provided notice
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`that it wishes to inspect Source Code.
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`2.
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`Source Code shall be loaded to a computer maintained by the Producing Party or
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`its outside counsel (the “Source Code Host Machine”).
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`3.
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`No later than fourteen (14) days after a request for Source Code inspection, the
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`Producing Party shall send to the Receiving Party one computer capable of remotely accessing
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`the Producing Party’s Source Code (the “Remote Review Computer”). The parties will continue
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`to work together to assure that Amazon sends the Remote Review Computer to VoiceBox’s
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`source code reviewer John Peck as soon as is practicable and no later than three (3) days after
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`Case 1:19-cv-01410-MN Document 53 Filed 08/26/20 Page 3 of 5 PageID #: 1062
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`this addendum is agreed to by the parties. The Receiving Party may specify whether the Remote
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`Review Computer shall be sent to the Receiving Party’s outside counsel or instead directly to
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`one of the Receiving Party’s source code reviewers who is authorized to review source code
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`under the Protective Order. The Remote Review Computer shall be delivered via overnight
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`delivery service (e.g., FedEx, UPS, etc.).
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`4.
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`The Remote Review Computer shall be a Windows-based laptop computer having
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`at least 4 gigabytes of memory and a screen with a minimum size of thirteen inches. The
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`Remote Review Computer shall be capable of connecting to the Source Code Host Machine via a
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`restricted virtual private network (VPN).
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`5.
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`The producing Party shall provide the receiving Party with information explaining
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`how to start, log on to, and operate the Remote Review Computer. The Producing Party shall
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`also provide the Receiving Party with any required credentials to connect to the Source Code
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`Host Machine via VPN.
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`6.
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`The Remote Review Computer shall have disk encryption and be password
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`protected. The Remote Review Computer will either have no peripheral device connectors or
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`such connectors will be disabled. The use or possession of any electronic input/output device
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`(e.g., USB memory stick, mobile phone, tablet, personal digital assistants (PDAs), Blackberries,
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`Dictaphones, voice recorders, external or portable telephone jack, camera or any camera-enabled
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`device, CD, floppy disk, portable hard drive, laptop, or any device that can access the Internet or
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`any other network or external system, etc.) is prohibited while accessing Source Code via the
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`Remote Review Computer. The Producing Party may take appropriate measures, either through
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`physical modification of the Remote Review Computer, or through modification of software on
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`the Remote Review Computer, to prevent the use of such electronic input/output devices in
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`Case 1:19-cv-01410-MN Document 53 Filed 08/26/20 Page 4 of 5 PageID #: 1063
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`conjunction with the Remote Review Computer and to prevent copying, duplicating, pasting,
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`printing or any other duplication of the source code.
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`7.
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`The Producing Party may log all connections to the Source Code Host Machine.
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`The Producing Party may also terminate the secure connection to the Source Code Host Machine
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`after 30 minutes of inactivity on the Remote Review Computer connected to the Source Code
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`Host Machine.
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`8.
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`The Receiving Party shall provide to the Producing Party a list of any individuals
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`who access Source Code via the Remote Review Computer and the date and approximate time(s)
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`of such review.
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`9.
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`The receiving Party may request paper copies (“Source Code Printouts”) of
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`limited portions of the Source Code. The Source Code Printouts, including any applicable
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`printing limits, shall be governed by the provisions of the Protective Order, except as expressly
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`modified herein. To ensure the proper pages requested by the Receiving Party are printed, the
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`Producing Party shall provide the ability for the Receiving Party to save relevant files for
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`printing as PDFs (preserving the line numbers and formatting using a program such as
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`Notepad++) to a folder located on the Source Code Host Computer.
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`10.
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`At the conclusion of any Source Code Review, the Receiving Party shall notify
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`the Producing Party of the existence of Source Code Printouts that it requests to be produced.
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`Thereafter, Source Code Printouts shall be produced in accordance with the provisions of the
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`Protective Order.
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`11.
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`The Producing Party shall install tools on the Remote Review Computer and/or
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`Source Code Host Computer, which will allow counsel and experts to view, search, or analyze
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`the Source Code; provided that such utilities are reasonable, reasonably available to the
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`Case 1:19-cv-01410-MN Document 53 Filed 08/26/20 Page 5 of 5 PageID #: 1064
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`Producing Party, and non-destructive to the source code. The Receiving Party may request that
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`other mutually-agreeable commercially available software tools for viewing and searching
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`Source Code be installed on the Remote Review Computer, provided, however, that such other
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`software tools are reasonably necessary for the Receiving Party to perform its review of the
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`Source Code consistent with all of the protections herein. The Receiving Party must provide the
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`Producing Party with a licensed copy of the relevant software, whether using a CD, DVD, or in
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`the case of software accessible over the internet, relevant keys or information to legally access
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`reasonably in advance of any scheduled Source Code Review.
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` JOINTLY SUBMITTED BY:
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`WILSON SONSINI GOODRICH & ROSATI, P.C.
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`ASHBY & GEDDES
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`/s/ Ian R. Liston
`Ian R. Liston (Delaware Bar I.D. # 5507)
`222 Delaware Avenue
`Suite 800
`Wilmington, DE 19801
`iliston@wsgr.com
`Telephone: (302) 304-7600
`Facsimile: (866) 974-7329
`Attorneys for VB Assets, LLC
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`
`
`/s/ Andrew C. Mayo
`Steven J. Balick (#2114)
`Andrew C. Mayo (#5207)
`500 Delaware Avenue, 8th Floor
`P.O. Box 1150
`Wilmington, DE 19899
`(302) 654-1888
`sbalick@ashbygeddes.com
`amayo@ashbygeddes.com
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`Attorneys for Defendants
`Amazon.com Inc.; Amazon.com LLC; Amazon
`Web Services, Inc.; A2Z Development Center,
`Inc. d/b/a Lab126; Rawles LLC; AMZN
`Mobile LLC; AMZN Mobile 2 LLC;
`Amazon.com Services, Inc. f/k/a Amazon
`Fulfillment Services, Inc.; and Amazon Digital
`Services LLC
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`IT IS SO ORDERED this _____day of ___________, 2020
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`_______________________________
`The Honorable Maryellen Noreika
`United States District Court Judge
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`