Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 1 of 34 PageID #: 1379
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
`
`ALMONDNET, INC. and INTENT IQ,
`LLC,
`
`Case No. 23-cv-220-MN
`
`Plaintiffs,
`
`JURY TRIAL DEMANDED
`
`v.
`
`FREEWHEEL MEDIA, INC. and
`BEESWAX.IO CORP.,
`
`Defendants.
`
`STIPULATED PROTECTIVE ORDER
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`

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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 2 of 34 PageID #: 1380
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`Disclosure and discovery in this action are likely to involve the production of
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`confidential, proprietary, or private information for which special protection from public
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`disclosure may be warranted. Accordingly, to expedite the flow of discovery materials, facilitate
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`the prompt resolution of disputes over confidentiality of discovery materials, adequately protect
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`information the parties are entitled to keep confidential, ensure that only materials the parties are
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`entitled to keep confidential are subject to such treatment, and ensure that the parties are
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`permitted reasonably necessary uses of such materials in preparation for and in the conduct of
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`trial, pursuant to Fed. R. Civ. P. 26(c), the parties agree, subject to order of the Court, as follows:
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`I.
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`1.
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`INFORMATION SUBJECT TO THIS ORDER
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`Each Party may designate as confidential for protection under this Order, in whole or in
`part, any document, information or material that constitutes or includes, in whole or in part,
`confidential or proprietary information or trade secrets of the Party or a Third Party to
`whom the Party reasonably believes it owes an obligation of confidentiality with respect to
`such document, information or material (“Protected Material”).1 Protected Material shall
`be designated by the Party producing it by affixing a legend or stamp on such document,
`information or material as follows: “CONFIDENTIAL,” “CONFIDENTIAL – OUTSIDE
`ATTORNEYS’ EYES ONLY,” or “RESTRICTED CONFIDENTIAL - SOURCE
`CODE.” All three of the identified categories of information shall be identified collectively
`in this Order by the title “Protected Material.” The appropriate designation shall be placed
`clearly on each page of the Protected Material (except deposition transcripts, natively
`produced documents, and tangible things other than documents) for which such protection
`is sought. For deposition transcripts, the appropriate designation shall be placed on the
`
`1 For the avoidance of doubt, where the accuracy of information is confirmed only through the
`review of Protected Material, the fact that such information is accurate is Protected Material. For
`example, the accuracy of unsubstantiated media speculations or rumors that are later confirmed
`to be accurate through access to Protected Material is not public information.
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`1
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`cover page of the transcript (if not already present on the cover page of the transcript when
`received from the court reporter) by each attorney receiving a copy of the transcript after
`that attorney receives notice of the designation of some or all of that transcript is designated
`as containing Protected Material. For natively produced Protected Material, the appropriate
`designation shall be placed in the file name of each such natively produced document. For
`tangible things other than documents, the appropriate designation shall be prominently
`identified in a cover letter, a photograph of the object, or a label attached to the document.
`If two or more copies of the same document or thing are produced with or given
`inconsistent confidentiality designations, then the most restrictive designation shall apply
`to all such copies.
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`2. A party may additionally identify Protected Material as “PROTECTED DATA” if the
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`Party or a non-Party reasonably believes such material, or any part of it, to be subject to
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`federal, state or foreign Data Protection Laws or other privacy obligations (including,
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`without limitation, The Gramm-Leach-Bailey Act, 15 U.S.C. § 6801 et seq. (financial
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`information); The Health Insurance Portability and Accountability Act (“HIPAA”) and
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`the regulations thereunder, 45 CFR Part 160 and Subparts A and E of Part 164 (medical
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`information); Regulation (EU) 2016/679 Of the European Parliament and of the Council
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`of 27 April 2016 on the Protection of Natural Persons with Regard to the Processing of
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`Personal Data and on the Free Movement of Such Data, also known as the General Data
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`Protection Regulation (“GDPR”), or the California Consumer Privacy Act of 2018
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`(“CCPA”), Cal. Civil Code §§ 1798.100-1798.199.100). The Parties agree that
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`productions of PROTECTED DATA may require additional safeguards pursuant to
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`federal, state or foreign statutes, regulations or privacy obligations and will meet and
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`confer to implement these safeguards if and when needed.
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`3.
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`Any document produced before issuance of this Order, including pursuant to the Court’s
`Order Governing Proceedings - Patent Case, with the designation “Confidential” or the like
`shall receive the same treatment as if designated “CONFIDENTIAL” under this order; any
`such documents produced with the designation “Confidential - Outside Attorneys’ Eyes
`Only” or the like shall receive the same treatment as if designated “CONFIDENTIAL -
`OUTSIDE ATTORNEYS’ EYES ONLY” under this Order; and any such documents
`produced with the designation “Confidential – Source Code” or the like shall receive the
`same treatment as if designated “CONFIDENTIAL – SOURCE CODE” under this order;
`unless and until such document is re-designated to have a different classification under this
`Order.
`A.
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`Information Designated “Confidential Information”
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`1.
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`For purposes of this Order, “CONFIDENTIAL INFORMATION” shall mean all
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`information or material produced for or disclosed in connection with this action to a receiving
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`party that a producing party, including any party to this action and any non-party producing
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`information or material voluntarily or pursuant to a subpoena or a court order in connection with
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`this action, considers to comprise confidential technical, sales, marketing, financial, or other
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`commercially sensitive information, whether embodied in physical objects, documents, or the
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`factual knowledge of persons, and which has been so designated by the producing party. Any
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`CONFIDENTIAL INFORMATION obtained by any party from any person pursuant to
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`discovery in this litigation may be used only for purposes of this litigation.
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`2.
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`Any document or tangible thing containing or including any CONFIDENTIAL
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`INFORMATION may be designated as such by the producing party by marking it
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`“CONFIDENTIAL” prior to or at the time copies are furnished to the receiving party.
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`3
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`3.
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`All CONFIDENTIAL INFORMATION not reduced to documentary, tangible or
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`physical form or which cannot be conveniently designated as set forth in paragraph I, shall be
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`designated by the producing party by informing the receiving party of the designation in writing.
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`4.
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`Any documents (including physical objects) made available for inspection by
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`counsel for the receiving party prior to producing copies of selected items shall initially be
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`considered, as a whole, to constitute CONFIDENTIAL INFORMATION (unless otherwise
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`designated at the time of inspection) and shall be subject to this Order. Thereafter, the producing
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`party shall have a reasonable time to review and designate the appropriate documents as
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`CONFIDENTIAL INFORMATION (or otherwise as appropriate) prior to furnishing copies to
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`the receiving party.
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`5.
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`The following information is not CONFIDENTIAL INFORMATION:
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`a. Any information that is or, after its disclosure to a receiving party, becomes
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`part of the public domain as a result of publication not involving a violation of
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`this Order or other obligation to maintain the confidentiality of such
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`information;
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`b. Any information that the receiving party can show was already publicly
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`known prior to the disclosure; and,
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`c. Any information that the receiving party can show by written records was
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`received by it from a source who obtained the information lawfully and under
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`no obligation of confidentiality to the producing party.
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`6.
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`Documents designated CONFIDENTIAL and information contained therein may
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`be disclosed only to the following persons, except upon receipt of the prior written consent of the
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`designating party, upon order of the Court herein:
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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 6 of 34 PageID #: 1384
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`a. Outside litigation counsel of record and supporting personnel employed in the
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`law firm(s) of outside litigation counsel of record, such as attorneys,
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`paralegals, legal translators, legal secretaries, legal clerks and shorthand
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`reporters and copy vendors;
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`b. Technical advisers and their necessary support personnel, subject to the
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`provisions of paragraph III herein, and who have signed the form attached
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`hereto as Attachment A; the term “technical adviser” shall mean independent
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`outside expert witnesses or consultants (i.e., not employees of a party) with
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`whom counsel may deem it necessary to consult and are not currently an
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`employee or contractor, or, at the time of retention, anticipated to become an
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`employee or contractor of a party or of a party’s competitor;
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`c. Up to two (2) in-house counsel who either have responsibility for making
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`decisions dealing directly with the litigation of this Action, or who are
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`assisting outside counsel in the litigation of this Action;
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`d. Up to one (1) designated representative of each of the Parties, who either has
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`responsibility for making decisions dealing directly with the litigation of this
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`Action, or who is assisting outside counsel in the litigation of this Action, and
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`who has signed the form attached hereto as Attachment A and who has been
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`properly disclosed to the producing party by serving a signed copy of
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`Attachment A onto the producing party at least ten (10) days before access to
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`CONFIDENTIAL INFORMATION is given to that Designated
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`Representative, except that any Party may in good faith request the other
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`Party’s consent to designate one or more additional representatives, the other
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`Party shall not unreasonably withhold such consent, and the requesting Party
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`may seek leave of Court to designate such additional representative(s) if the
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`requesting Party believes the other Party has unreasonably withheld such
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`consent. The producing party shall have ten (10) days after such notice is
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`given to object in writing to the disclosure. If after consideration of the
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`objection, the receiving party refuses to withdraw the Designated
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`Representative, that party shall provide notice to the objecting party.
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`Thereafter, the objecting party shall move the Court, within seven (7) business
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`days of receiving such notice, for a ruling on its objection. A failure to file a
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`motion within the seven-business day period, absent an agreement of the
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`parties to the contrary or for an extension of such seven-business day period,
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`shall operate as an approval of disclosure of Protected Information to the
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`technical adviser. The parties agree to cooperate in good faith to shorten the
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`time frames set forth in this paragraph if necessary to abide by any discovery
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`or briefing schedules. No disclosure of Protected Information to a Designated
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`Representative shall occur until that person has signed the form attached
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`hereto as Attachment A, a signed copy has been provided to the producing
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`party, and to the extent there has been an objection, that objection is resolved.
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`e. The Court, its personnel and stenographic reporters (under seal or with other
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`suitable precautions determined by the Court);
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`f.
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`Independent legal translators retained to translate in connection with this
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`action; independent stenographic reporters and videographers retained to
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`record and transcribe testimony in connection with this action; graphics,
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`6
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`translation, or design services retained by counsel for purposes of preparing
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`demonstrative or other exhibits for deposition, trial, or other court proceedings
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`in the actions; and non–technical jury or trial consulting services, including
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`mock jurors, provided the mock jurors sign Attachment A to this Protective
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`Order;
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`g. Any mediator who is assigned to this matter, and their staff, who have signed
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`Attachment A.
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`B.
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`1.
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`Information Designated “Confidential Outside Attorneys’ Eyes Only”
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`The CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY designation is
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`reserved for CONFIDENTIAL INFORMATION that contains or reflects information that is
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`extremely confidential and/or sensitive in nature and disclosure of which to another Party or
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`Non-Party would create a substantial risk of serious and immediate harm to the Producing Party
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`that could not be avoided by less restrictive means. Such CONFIDENTIAL – OUTSIDE
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`ATTORNEYS’ EYES ONLY information may include: (a) marketing, financial, sales, web
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`traffic, research and development, or technical, data or information; (b) commercially sensitive
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`competitive information, including, without limitation, information obtained from a nonparty
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`pursuant to a current Nondisclosure Agreement (“NDA”); (c) information or data relating to
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`future products not yet commercially released and/or strategic plans; and, (d) commercial
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`agreements, settlement agreements or settlement communications, the disclosure of which is
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`likely to cause serious and immediate harm to the competitive position of the producing party.
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`Documents marked CONFIDENTIAL ATTORNEYS’ EYES ONLY or similar shall be treated
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`as if designated CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY. In determining
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`whether information should be designated as CONFIDENTIAL – OUTSIDE ATTORNEYS’
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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 9 of 34 PageID #: 1387
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`EYES ONLY, each party agrees to use such designation only in good faith.
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`2.
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`Documents designated CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES
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`ONLY and information contained therein shall be available only to the persons or entities listed
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`in paragraphs I(A)(6)(a),(b),(e), (f) and (g) subject to any terms set forth or incorporated therein
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`and not any person or entity listed in paragraph I(A)(6)(c) or (d).
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`C.
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`1.
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`Information Designated “Restricted Confidential – Source Code”
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`The RESTRICTED CONFIDENTIAL—SOURCE CODE designation is reserved
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`for CONFIDENTIAL INFORMATION that contains or substantively relates to a party’s
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`“Source Code,” which shall mean documents containing or substantively relating to confidential,
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`proprietary and/or trade secret Source Code2 or live data (that is, data as it exists residing in a
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`database or databases) documentation.
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`2.
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`Only the following individuals shall have access to “RESTRICTED
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`CONFIDENTIAL – SOURCE CODE” materials, absent the express written consent of the
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`Producing Party or further court order:
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`a. Outside counsel of record for the parties to this action, including any
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`attorneys, paralegals, technology specialists and clerical employees of their
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`respective law firms, including copy vendors;
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`b. Up to three (3) technical advisers per party, pre-approved in accordance with
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`Paragraph III and specifically identified as eligible to access Source Code;3
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`2 “Source Code” means computer code, associated comments, and/or revision histories for
`computer code.
`3 For the purposes of this paragraph, an outside consultant or expert is defined to include the
`outside consultant’s or expert’s direct reports and other support personnel, such that the
`disclosure to a consultant or expert who employs others within his or her firm to help in his or
`her analyses shall count as disclosure to a single consultant or expert.
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`c. The Court, its technical advisor (if one is appointed), the jury, court personnel,
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`and court reporters or videographers recording trial testimony or other
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`proceedings in this action. Deposition court reporters and/or videographers
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`shall not retain or be given copies of any portions of the Source Code. If used
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`during a deposition, the deposition record will identify the exhibit by its
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`production numbers;
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`d. While testifying at deposition or trial in this action only: (i) any current or
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`former officer, director or employee of the producing party or original source
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`of the information; (ii) any person designated by the producing party to
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`provide testimony pursuant to Rule 30(b)(6) of the Federal Rules of Civil
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`Procedure or experts disclosed by the producing party; and/or (iii) any person
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`who authored, previously received (other than in connection with this
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`litigation), or was directly involved in creating, modifying, or editing the
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`Source Code, as evident from its face or reasonably certain in view of other
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`testimony or evidence. Persons authorized to view Source Code pursuant to
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`this sub-paragraph shall not retain or be given copies of the Source Code
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`except while so testifying.
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`e.
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`Independent legal translators retained to translate in connection with this
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`action; independent stenographic reporters and videographers retained to
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`record and transcribe testimony in connection with this action; graphics,
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`translation, or design services retained by counsel for purposes of preparing
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`demonstrative or other exhibits for deposition, trial, or other court proceedings
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`in the actions; and non–technical jury or trial consulting services;
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`f. Any mediator who is assigned to this matter, and their staff, who have signed
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`Attachment A.
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`3.
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`Any Source Code produced in discovery shall be made available for inspection, in
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`a format allowing it to be reasonably reviewed and searched, during normal business hours (9:00
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`a.m. to 6:00 p.m. local time, Monday–Friday, excluding holidays) or at other mutually agreeable
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`times, at an office of the Producing Party’s counsel or another mutually agreed upon location.
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`Upon reasonable notice from the receiving Party, the producing Party shall make reasonable
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`efforts to accommodate the receiving Party’s occasional requests for access outside of normal
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`business hours when circumstances demand it.
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`4.
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`The Source Code shall be made available for inspection on a secured computer
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`(the “Source Code Computer”) in a secured room without Internet access or network access to
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`other computers, and the Receiving Party shall not copy, remove, or otherwise transfer any
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`portion of the source code onto any recordable media or recordable device. The Source Code
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`Computer shall have disk encryption and be password protected. Use or possession of any
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`input/output device (e.g., USB memory stick, mobile phone or tablet, camera or any camera-
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`enabled device, CD, floppy disk, portable hard drive, laptop, or any device that can access the
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`Internet or any other network or external system, etc.) is prohibited while accessing the Source
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`Code Computer. All persons entering the locked room containing the Source Code Computer
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`must agree to submit to reasonable security measures to ensure they are not carrying any
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`prohibited items before they will be given access to the locked room. The Source Code
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`Computer will be made available for inspection during regular business hours, upon reasonable
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`notice to the producing party, which shall not be less than 5 business days in advance of the
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`initial requested inspection, unless otherwise agreed. The receiving Party shall provide three (3)
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`business days’ notice in advance of scheduling any additional inspections. The producing Party
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`may visually monitor, in a non-intrusive fashion and at reasonable intervals, through a glass wall
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`or window, the activities of the receiving Party’s representatives, but only to ensure that no
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`unauthorized electronic records of the Source Code and no information concerning the Source
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`Code are being created or transmitted in any way. The producing Party shall not monitor the
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`review conducted by the receiving Party through analyzing the electronic access record on the
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`Source Code Computer (e.g., command histories, recent file lists, file access dates, undo
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`histories), or otherwise, except as required to address technical issues or security concerns, as
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`agreed to by the receiving Party, or as ordered by the Court. During review of RESTRICTED
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`CONFIDENTIAL - SOURCE CODE, the receiving Party (including its consultants and experts)
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`may take handwritten notes relating to the RESTRICTED CONFIDENTIAL - SOURCE CODE.
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`All handwritten notes must be taken on consecutively numbered permanently bound notebooks
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`that are clearly labeled on their cover(s) as “RESTRICTED CONFIDENTIAL - SOURCE
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`CODE” (“Review Notebooks”). Any notes taken during review of Source Code in a Review
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`Notebook may not copy any portion of the Source Code, except for Source Code file names, line
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`numbers, function names, variable names, and quotations from “code comments.” No copies of
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`all or any portion of the RESTRICTED CONFIDENTIAL - SOURCE CODE may leave the
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`room in which the RESTRICTED CONFIDENTIAL - SOURCE CODE is inspected except as
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`otherwise provided herein.
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`5.
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`The Receiving Party may request paper copies of limited portions of Source Code
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`that are reasonably necessary for the preparation of court filings, pleadings, expert reports, or
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`other papers, or for deposition or trial, but shall not request paper copies for the purposes of
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`reviewing the Source Code other than electronically as set forth in paragraph I(C)(3) in the first
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`instance. The parties therefore agree to presumptive limits of no more than 35 consecutive
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`pages, or an aggregate total of more than 600 pages, of printed Source Code, absent prior written
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`approval by the Producing Party or a showing of good cause. The Producing Party shall work in
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`good faith to accommodate requests for printing that exceed the presumptive limits. The
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`Producing Party shall provide all such Source Code in paper form including Bates numbers and
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`the label “RESTRICTED CONFIDENTIAL - SOURCE CODE.” The producing party shall
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`endeavor to provide requested material on watermarked or colored paper bearing Bates numbers
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`and the legend “RESTRICTED CONFIDENTIAL - SOURCE CODE” as soon as reasonably
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`possible on the date requested, and in any event no later than two-business days after the request.
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`In such timeframe, the producing party shall either (i) make the Source Code printouts available
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`for pick up (or store for pick up at a later time at requesting party’s request) by a person qualified
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`under the terms of this Protective Order or by a hand-carry courier service at the San Francisco
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`office of counsel for the producing party or (ii) inform the receiving party that it objects that the
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`printed portions are excessive or not done for a permitted purpose in which case the parties shall
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`meet and confer over the objections within 2 business days of receipt of the objection(s). Should
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`the producing party fail to file a motion requesting relief from production within 5 business days
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`of the objection(s), the objection is deemed resolved. Source Code Material may not be
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`transported or transmitted electronically over a network of any kind, including a LAN, an
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`intranet, or the Internet except as is reasonably necessary for filing any Source Code Material
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`with the Court or serving such Source Code Material on another Party. The Producing Party shall
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`endeavor to accommodate shorter turnaround requests. At the inspecting Party’s request, up to
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`two additional sets (or subsets) of printed Source Code may be requested and provided by the
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`Producing Party in a timely fashion.
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`6.
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`The Receiving Party shall maintain all paper copies of any printed portions of the
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`Source Code in a secured, locked area. Any paper copies used during a deposition shall be
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`retrieved by the Producing Party at the end of each day and must not be given to or left with a
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`court reporter or any other unauthorized individual. The Receiving Party shall maintain a record
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`of any individual who has inspected any portion of the Source Code (regardless whether in paper
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`or some other form). The receiving Party may also temporarily keep the Source Code printouts
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`at: (i) the Court for any proceedings(s) relating to the Source Code, for the dates associated with
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`the proceeding(s); (ii) the sites where any deposition(s) relating to the Source Code are taken, for
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`the dates associated with the deposition(s); and (iii) any intermediate location reasonably
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`necessary to transport the Source Code printouts to a Court proceeding or deposition (e.g., a
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`hotel prior to a Court proceeding or deposition) provided that the receiving Party ensures that the
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`Source Code Printouts are securely maintained in the receiving Party’s possession, custody, and
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`control and kept in a manner that ensures access is limited to the persons authorized under this
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`Order.
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`7.
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`Any printed pages of Source Code, and any other documents or things reflecting
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`Source Code that have been designated by the producing party as “RESTRICTED
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`CONFIDENTIAL - SOURCE CODE” may not be copied, digitally imaged, e-mailed,
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`transmitted, uploaded, photographed, printed, or otherwise duplicated, except in limited excerpts
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`necessary to attach as exhibits to depositions, expert reports, or court filings as discussed below.
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`For purposes of clarity, the Receiving Party’s outside counsel, technical advisors, and/or
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`expert(s) are entitled to take notes relating to the Source Code; however, they may not copy any
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`portion of the Source Code into the notes, except for Source Code file names, line numbers,
`
`function names, variable names, and quotations from “code comments.” Furthermore, no copies
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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 15 of 34 PageID #: 1393
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`of all or any portion of the Source Code may leave the room in which the Source Code is
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`inspected except as otherwise provided herein, and no other written or electronic record of the
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`Source Code is permitted except as otherwise provided herein.
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`8.
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`The Receiving Party may create an electronic copy, image, or printed copy of
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`limited excerpts of Source Code only to the extent necessary in a filing, expert report, or any
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`drafts of these documents (“SOURCE CODE DOCUMENTS”). The Receiving Party shall only
`
`include such excerpts as are reasonably necessary for the purposes for which such part of the
`
`Source Code is used. Images or copies of Source Code shall not be included in correspondence
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`between the parties (references to production numbers shall be used instead) and shall be omitted
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`from pleadings and other papers except to the extent permitted herein. The Receiving Party may
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`create an electronic image of a selected portion of the Source Code only when the electronic file
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`containing such image has been encrypted using commercially reasonable encryption software
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`including password protection. The communication and/or disclosure of electronic files
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`containing any portion of Source Code shall at all times be limited to individuals who are
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`authorized to see Source Code under the provisions of this Protective Order. Additionally, all
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`electronic copies must be labeled “RESTRICTED CONFIDENTIAL - SOURCE CODE.”
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`9.
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`Nothing in this Protective Order shall be construed as a representation or
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`admission that Source Code is properly discoverable in this action or to obligate any Party to
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`produce any Source Code. The Source Code provisions included herein are the minimum
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`restrictions on the production of Source Code and are without waiver to the inclusion of
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`additional limitations once the scope of discovery into Source Code is clarified.
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`10.
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`Any review of source code on the Source Code Computer by the receiving Party
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`must occur prior to the close of fact discovery unless otherwise agreed among the parties,
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`14
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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 16 of 34 PageID #: 1394
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`ordered by the Court, or as follows. To the extent either Party discloses arguments, evidence,
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`opinions, and/or citations pertaining to source code, that were not fairly disclosed during fact
`
`discovery, the other Party shall be entitled to further review of source code on the Source Code
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`Computer prior to the close of expert discovery.
`
`The producing Party shall provide basic instructions to the receiving Party
`11.
`regarding how to operate the Source Code Computer for purposes of accessing the produced
`Source Code as permitted in this Protective Order.
`12.
`The producing Party will produce Source Code Material in computer searchable
`format on the Source Code Computer as described above. The receiving Party will provide a copy
`of those tools, including all necessary licenses, at least three (3) business days before the review
`commences. If the producing Party approves such software tools (and such approval shall not be
`unreasonably be withheld), the producing Party shall make reasonable attempts to install the
`requested software but will not be held responsible for the proper setup, functioning, or support of
`any software requested by the receiving Party. By way of example, the producing Party will not
`compile or debug software for installation.
`
`13.
`
`To enable electronic note taking during Source Code reviews, the Producing Party
`
`of Source Code shall also provide an additional “note-taking” computer loaded with at least
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`Microsoft One Note, Notepad++, and Microsoft Word software, unless otherwise agreed by the
`
`Producing Party and the Receiving Party. The note-taking computer shall either be a portable
`
`laptop or be located in close proximity to the Source Code Computer to facilitate electronic note
`
`taking, and shall not be linked to any network, including a local area network (“LAN”), an
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`intranet or the Internet.
`
`i)
`
`At the beginning of a Source Code review session, the Producing Party
`
`shall, when requested by the reviewer, upload to the note-taking computer an encrypted notes file
`
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`Case 1:23-cv-00220-MN Document 42 Filed 02/22/24 Page 17 of 34 PageID #: 1395
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`(e.g., uploading an encrypted notes file from a USB memory stick provided by the reviewer to
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`the note-taking computer).
`
`ii)
`
`The reviewer may then decrypt and open the notes file using the note-
`
`taking computer for the purpose of taking notes during the Source Code review session. During
`
`the source Code review session, the Producing Party may disable any input and/or output devices
`
`on the note-taking computer (e.g., disable any USB ports, Wi-Fi or Ethernet connectivity, and/or
`
`optical disc drives) except as necessary to enable the reviewer to take notes (e.g., enable mouse
`
`and keyboard). Use or possession of any input/output device (e.g., USB memory stick, mobile
`
`phone or tablet, camera or any camera-enabled device, CD, floppy disk, portable hard drive,
`
`laptop/computer, or any device that can access the Internet or any other network or external
`
`system, etc.) is prohibited while accessing the note-taking computer.
`
`iii)
`
`At the end of a Source Code review session, the reviewer may save any
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`notes in the same encrypted notes file. The Producing Party shall, when requested by the
`
`reviewer, download from the note-taking computer the encrypted notes file and provide an
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`electronic copy to the reviewer (e.g., downloading the encrypted notes file from the note-taking
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`computer to a USB memory stick provided by the reviewer).
`
`iv)
`
`If requested by the Producing Party, a copy of the encrypted notes file
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`shall remain on the note-taking computer, so long as it remains encrypted.
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`v)
`
`If requested by the Producing Party, a representative for the Producing
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`Party may oversee the transfer of the encrypted notes file f