`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 1 of 27 PageID #: 2187
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`IN THE UNITED STATES DISTRICT COURT
`FOR DISTRICT OF DELAWARE
`
`
`
`
`C.A. No.: 23-cv-1237-GBW
`
`
`JURY TRIAL DEMANDED
`
`
`Plaintiff,
`
`
`
`v.
`
`NOKIA TECHNOLOGIES OY,
`
`
`
`
`
`HP, Inc.,
`
`
`
`
`
`Defendant.
`
`
`PROTECTIVE ORDER 
`WHEREAS, Plaintiff Nokia Technologies Oy (hereinafter “Nokia”) and Defendant HP Inc.
`
`(collectively “HP”), hereafter referred to as “the Parties,” believe that certain information that is or
`
`will be encompassed by discovery demands by the Parties involves the production or disclosure
`
`of trade secrets, confidential business information, or other proprietary information;
`
`WHEREAS, the Parties seek a protective order limiting disclosure thereof in accordance with
`
`
`Federal Rule of Civil Procedure 26(c):
`
`
`THEREFORE, it is hereby stipulated among the Parties and ORDERED that:
`
`1.
`
`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”). Protected Material shall be
`
`designated by the Party producing it by affixing a legend or stamp on such document,
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`information or material as follows: “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –
`
`ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – SOURCE CODE.” The
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`designation shall be placed clearly on each page of the Protected Material (except deposition
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` 
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`1
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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 2 of 27 PageID #: 2188
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`and hearing transcripts) for which such protection is sought. For deposition and hearing
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`transcripts,
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`the word(s) “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –
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`ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – SOURCE CODE” shall
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`be placed on the 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
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`of the transcript after that attorney receives notice of the designation of some or all of
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`that transcript as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – ATTORNEYS’
`
`EYES ONLY,” or “HIGHLY CONFIDENTIAL – SOURCE CODE.” Where electronic
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`files and documents are produced in native electronic format, such electronic files and
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`documents shall be designated for protection by appending to the file names or designators
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`information indicating whether the file contains “CONFIDENTIAL,” “HIGHLY
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`CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL –
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`SOURCE CODE” Material. If such electronic files or documents are printed (for example,
`
`for use at a deposition, in a court proceeding, or for provision in printed form to an
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`approved expert or consultant), the Party printing the electronic files or documents shall
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`place on the printed document the appropriate designation, as well as the production
`
`numbers associated with the electronic files or documents.
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`2.
`
`Any document produced before
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`issuance of
`
`this Order with the designation
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`“RESTRICTED – ATTORNEYS’ EYES ONLY” or “CONFIDENTIAL – OUTSIDE
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`ATTORNEYS’ EYES ONLY” or “CONFIDENTIAL BUSINESS INFORMATION,
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`SUBJECT TO PROTECTIVE ORDER” shall receive the same treatment as if designated
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`“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” under this Order, unless
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`and until such document is re-designated to have a different classification under this Order.
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` 
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`2
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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 3 of 27 PageID #: 2189
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`Information and items designated in other matters as “CONFIDENTIAL – OUTSIDE
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`ATTORNEYS EYES ONLY” or “RESTRICTED ATTORNEYS EYES ONLY” which
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`are produced in this matter shall be treated as “HIGHLY CONFIDENTIAL –
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`ATTORNEYS' EYES ONLY” pursuant to this Order without further designation.
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`3.
`
`With respect to documents, information or material designated “CONFIDENTIAL,”
`
`“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY
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`CONFIDENTIAL – SOURCE CODE” (“DESIGNATED MATERIAL”),1 subject to the
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`provisions herein and unless otherwise stated, this Order governs, without limitation: (a)
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`all documents, electronically stored information, and/or things as defined by the Federal
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`Rules of Civil Procedure; (b) all deposition testimony, or documents marked as exhibits or
`
`for identification in depositions; (c) pretrial pleadings, exhibits to pleadings and other court
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`filings; (d) affidavits; and (e) stipulations. All copies, reproductions, extracts, digests and
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`complete or partial summaries prepared from any DESIGNATED MATERIALS shall
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`also be considered DESIGNATED MATERIAL and treated as such under this Order.
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`4.
`
`A designation of Protected Material
`
`(i.e.,
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`“CONFIDENTIAL,”
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`“HIGHLY
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`CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL –
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`SOURCE CODE”) may be made at any time. Inadvertent or unintentional production of
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`documents, information or material that has not been designated as DESIGNATED
`
`MATERIAL shall not be deemed a waiver in whole or in part of a claim for confidential
`
`treatment. Any party that inadvertently or unintentionally produces Protected Material
`
`                                                            
`1 The term DESIGNATED MATERIAL is used throughout this Protective Order to refer to the
`class of materials designated as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –
`ATTORNEYS’ EYES ONLY,” or “HIGHLY CONFIDENTIAL – SOURCE CODE,” both
`individually and collectively.  
`
` 
`
`3
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 4 of 27 PageID #: 2190
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`without designating it as DESIGNATED MATERIAL may request destruction of that
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`Protected Material by notifying the recipient(s), as soon as reasonably possible after the
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`producing Party becomes aware of the inadvertent or unintentional disclosure, and
`
`providing replacement Protected Material that is properly designated. The recipient(s) shall
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`then destroy all copies of the inadvertently or unintentionally produced Protected Materials
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`and any documents, information or material derived from or based thereon.
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`5.
`
`“CONFIDENTIAL” documents, information and material may be disclosed only to the
`
`following persons, except upon receipt of the prior written consent of the designating Party
`
`or upon order of the Court:
`
`(a)
`
`(b)
`
`(c)
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`outside counsel of record in the above captioned action (“Action”) for the Parties;
`
`employees of such counsel assigned to and reasonably necessary to assist such
`counsel in the litigation of this Action;
`
`up to and including three (3) in-house counsel for the Parties who either have
`responsibility for making decisions dealing directly with the litigation of this
`Action, or who are assisting outside counsel in the litigation of this Action,
`provided that before access is given, the in-house counsel has completed the
`Undertaking attached as Appendix A hereto and the same is served upon the
`producing Party with a notice that shall include: (a) the in-house counsel’s name
`and business title; (b) business address; (c) the in-house counsel’s CV; and (d) a
`list of all companies with which the in-house counsel has been employed within
`the last four years. The Undertaking and notice shall be served at least seven (7)
`days before access to the CONFIDENTIAL material is to be given to that in-
`house counsel. Within seven (7) days of being served with the notice of the intended
`disclosure, the producing Party may object to and notify the receiving Party in
`writing that it objects to disclosure of CONFIDENTIAL material to the in-house
`counsel. The Parties agree to promptly confer and use good faith to resolve any
`such objection. A producing Party’s objection to the disclosure of
`CONFIDENTIAL material to an in-house counsel must state with particularity the
`ground(s) of the objections. If no Party raises such an objection within seven (7)
`days of receiving notice of the intended disclosure, the in-house counsel shall be
`deemed qualified to receive the CONFIDENTIAL material described in the notice
`of intended disclosure. If the Parties are unable to resolve any objection, the
`objecting Party may file a motion with the Court within seven (7) days of the
`objection, or within such other time as the Parties may agree, seeking a protective
`order with respect to the proposed disclosure. The objecting Party shall have the
`
`4
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 5 of 27 PageID #: 2191
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`burden of proving the need for a protective order. No disclosure shall occur until
`all such objections are resolved by agreement or Court order. A failure to file a
`motion within seven (7) days after raising the objection, absent an agreement of
`the Parties to the contrary or for an extension of such seven (7) day period, shall
`operate to allow disclosure of the CONFIDENTIAL material to the in-house
`counsel objected to. The Parties agree to cooperate in good faith to shorten the
`time frames set forth in this paragraph if necessary to abide by any discovery or
`briefing schedules;
`
`up to and including three (3) designated representatives of each of the Parties to the
`extent reasonably necessary for the litigation of this Action, provided that before
`access is given, the designated representative has completed the Undertaking
`attached as Appendix A hereto and the same is served upon the producing Party
`with a notice that shall include: (a) the designated representative’s name, business
`title, and current employer; (b) business address; (c) the designated representative’s
`CV; and (d) a list of all companies with which the designated representative has
`been employed within the last four years. The Undertaking and notice shall be
`served at least seven (7) days before access to the CONFIDENTIAL material is to
`be given to that designated representative. Within seven (7) days of being served with
`the notice of the intended disclosure, the producing Party may object to and notify the
`receiving Party in writing that it objects to disclosure of CONFIDENTIAL material
`to the designated representative. The Parties agree to promptly confer and use good
`faith to resolve any such objection. A producing Party’s objection to the disclosure
`of CONFIDENTIAL material to a designated representative must state with
`particularity the ground(s) of the objections. If no Party raises such an objection
`within seven (7) days of receiving notice of the intended disclosure, the designated
`representative shall be deemed qualified to receive the CONFIDENTIAL material
`described in the notice of intended disclosure. If the Parties are unable to resolve
`any objection, the objecting Party may file a motion with the Court within seven (7)
`days of the objection, or within such other time as the Parties may agree, seeking a
`protective order with respect to the proposed disclosure. The objecting Party shall
`have the burden of proving the need for a protective order. No disclosure shall occur
`until all such objections are resolved by agreement or Court order. A failure to file
`a motion within seven (7) days after raising the objection, absent an agreement of
`the Parties to the contrary or for an extension of such seven (7) day period, shall
`operate to allow disclosure of the CONFIDENTIAL material to the designated
`representative objected to. The Parties agree to cooperate in good faith to shorten
`the time frames set forth in this paragraph if necessary to abide by any discovery or
`briefing schedules. Either party may in good faith request the other party’s consent
`to designate one or more additional representatives, the other party shall not
`unreasonably withhold such consent, and the requesting party may seek leave of
`Court to designate such additional representative(s) if the requesting party believes
`the other party has unreasonably withheld such consent;
`
`mock jurors who have signed an undertaking or agreement agreeing not to publicly
`disclose Protected Material and to keep any information concerning Protected
`
`5
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`
`
`
`(d)
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`(e)
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` 
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 6 of 27 PageID #: 2192
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`
`
`(f)
`
`(g)
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`
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`Material confidential;
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`outside consultants or experts (i.e., not existing employees or affiliates of a Party or
`an affiliate of a Party) retained for the purpose of this litigation, provided that: (1)
`such consultants or experts are not presently employed by the Parties hereto for
`purposes other than this Action, or by a competitor of a Party, nor anticipated at
`the time of retention to become an officer, director, or employee of a Party or a
`competitor of a Party;2 (2) before access is given, the consultant or expert has
`completed the Undertaking attached as Appendix A hereto and the same is served
`upon the producing Party with a notice that shall include: (a) the individual’s name,
`business title, and current employer(s); (b) business address; (c) the individual’s
`CV; (d) a list of other cases in which the individual has testified (at trial or
`deposition) within the last five years; (e) a list of all companies with which the
`individual has consulted or by which the individual has been employed, including
`in connection with a litigation, within the last four years. The Undertaking and
`notice shall be served at least seven (7) days before access to the Protected Material
`is to be given to that expert or consultant. Within seven (7) days of being served with
`the notice of the intended disclosure, the producing Party may object to and notify
`the receiving Party in writing that it objects to disclosure of Protected Material to
`the consultant or expert. The Parties agree to promptly confer and use good faith
`to resolve any such objection. A producing Party’s objection to the disclosure of
`Protected Material to an outside consultant or expert must state with particularity
`the ground(s) of the objections. If no Party raises such an objection within seven
`(7) days of receiving notice of the intended disclosure, the outside consultant or
`expert shall be deemed qualified to receive the Protected Material described in the
`notice of intended disclosure. If the Parties are unable to resolve any objection, the
`objecting Party may file a motion with the Court within seven (7) days of the
`objection, or within such other time as the Parties may agree, seeking a protective
`order with respect to the proposed disclosure. The objecting Party shall have the
`burden of proving the need for a protective order. No disclosure shall occur until all
`such objections are resolved by agreement or Court order. A failure to file a motion
`within seven (7) days after raising the objection, absent an agreement of the Parties
`to the contrary or for an extension of such seven (7) day period, shall operate to
`allow disclosure of the Protected Material to the outside consultant or expert
`objected to. The Parties agree to cooperate in good faith to shorten the time frames
`set forth in this paragraph if necessary to abide by any discovery or briefing
`schedules;
`
`any mediator who is assigned to hear this matter, and his or her staff, subject to
`their agreement to maintain confidentiality to the same degree as required by this
`Order;
`
`(h)
`
`independent litigation support services, including persons working for or as court
`
`                                                            
`2 For avoidance of doubt, an independent expert or consultant retained (as opposed to employed)
`by a Party on another litigation would not be precluded under this section.
`
` 
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`6
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 7 of 27 PageID #: 2193
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`
`
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`6.
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`reporters, graphics or design services, jury or trial consulting services, interpreters
`or translators, and photocopy, document imaging, and database services retained
`by counsel and reasonably necessary to assist counsel with the litigation of this
`Action; and
`
`(i)
`
`the Court and its personnel.
`
`A Party shall designate documents, information, or material as “CONFIDENTIAL,”
`
`“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY,” or “HIGHLY
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`CONFIDENTIAL – SOURCE CODE” only upon a good faith belief that the documents,
`
`information or material contains 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 documents, information, or material.
`
`7.
`
`Documents, information, or material produced in this Action, including but not limited
`
`to Protected Material designated as DESIGNATED MATERIAL, shall be used by the
`
`Parties only in the litigation of this Action and shall not be used for any other purpose. Any
`
`person or entity who obtains access to DESIGNATED MATERIAL or the contents thereof
`
`pursuant to this Order shall not make any copies, duplicates, extracts, summaries or
`
`descriptions of such DESIGNATED MATERIAL or any portion thereof except as may be
`
`reasonably necessary in the litigation of this Action. Any such copies, duplicates, extracts,
`
`summaries, or descriptions shall be classified DESIGNATED MATERIALS and subject
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`to all of the terms and conditions of this Order.
`
`8.
`
`To the extent a producing Party believes that certain Protected Material qualifying to be
`
`designated CONFIDENTIAL is so sensitive that its dissemination deserves even further
`
`limitation (e.g. financial information, confidential licenses, technical documentation
`
`describing non-public information about the operation of a product, email or other
`
`correspondence, etc.), the producing Party may designate such Protected Material
`
` 
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`7
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 8 of 27 PageID #: 2194
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`“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” To the extent such
`
`Protected Material contains a Party’s source code, including non-public computer source code,
`
`chip-level schematics and/or live data (e.g., database files or data as it exists residing in a
`
`database or databases) (“Source Code Material”), the producing Party may designate such
`
`Protected Material as “HIGHLY CONFIDENTIAL – SOURCE CODE.” “Source Code
`
`Material” shall mean documents containing or substantively relating to confidential,
`
`proprietary and/or trade secret source code, including computer source code, source code
`
`listing and descriptions of source code, object code (i.e. computer instructions and data
`
`definitions expressed in a form suitable for input to an assembler, compiler, or other
`
`translator), object code listings and descriptions of object code, microcode, register transfer
`
`language (“RTL”), firmware, and hardware description language (“HDL”), as well as any
`
`and all programmer notes, annotations, and other comments of any type related thereto and
`
`accompanying the code. Source Code Material also includes files for use with chip design
`
`software or that can be used to create a significant portion of the producing Party’s chip
`
`associated with the schematic. For avoidance of doubt, this includes source files, make
`
`files, intermediate output files, executable files, header files, resource files, library files,
`
`module definition files, map files, object files, linker files, browse info files, and debug
`
`files.
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`9.
`
`A receiving Party may include short excerpts of Source Code Material in a pleading,
`
`exhibit, expert report, discovery document, deposition transcript, other Court document
`
`(“Source Code Documents”), provided that the Source Code Documents are appropriately
`
`marked under this Order, restricted to those who are entitled to have access to them as
`
`specified herein, and, if filed with the Court, filed under seal in accordance with the Court’s
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` 
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`8
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 9 of 27 PageID #: 2195
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`rules, procedures and orders. To the extent portions of Source Code Material are quoted
`
`in a Source Code Document, either (1) the entire Source Code Document will be stamped
`
`and treated as HIGHLY CONFIDENTIAL – SOURCE CODE or (2) those pages containing
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`quoted Source Code Material will be separately stamped and treated as HIGHLY
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`CONFIDENTIAL – SOURCE CODE.
`
`10.
`
`For Protected Material designated HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES
`
`ONLY, access to, and disclosure of, such Protected Material shall be limited to individuals
`
`listed in paragraphs 5(a-b) and (e-i).
`
`11.
`
`For Protected Material designated “HIGHLY CONFIDENTIAL – SOURCE CODE,”
`
`access to, and disclosure of such Protected Material shall be limited to only the individuals
`
`listed below (“Authorized Reviewers”):
`
`(a) Outside counsel of record for the Parties to this action, including any attorneys,
`paralegals, technology specialists, copy vendors, and clerical employees of their
`respective law firms;
`
`(b) Up to four (4) outside experts or consultants per Party,3 pre-approved in
`accordance pursuant to paragraph 5(f) above;
`
`(c) The Court, its technical advisor (if one is appointed), the jury, court personnel, and
`court reporters or videographers recording testimony or other proceedings in this
`action. Court reporters and/or videographers shall not retain or be given copies of
`any portions of the Source Code Material; copies of Source Code Material that are
`marked as deposition exhibits shall not be provided to the Court Reporter or
`attached to the deposition transcript; rather, the deposition record will identify the
`exhibit by its production numbers;
`
`(d) While testifying at deposition or trial in this action only: (i) any current or former
`officer, director or employee of the producing Party or original source of the
`information; (ii) any person designated by the producing Party to provide testimony
`pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure; and/or (iii) any
`person who authored, previously received (other than in connection with this
`                                                            
`3 For the purpose of this paragraph and paragraph 5(f), 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 their firm to help in their
`analysis shall count as a disclosure to a single consultant or expert. 
`
` 
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`9
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 10 of 27 PageID #: 2196
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`litigation), or was directly involved in creating, modifying, or editing the Source
`Code Material, as evident from its face or reasonably certain in view of other
`testimony or evidence. Persons authorized to view Source Code Material pursuant
`to this sub-paragraph shall not retain or be given copies of the Source Code Material
`presented at the deposition or trial except while so testifying.
`
`12.
`
`Access to and review of the Source Code Material by a receiving party shall be strictly for
`
`the purpose of investigating the claims and defenses at issue in the above-captioned case.
`
`No person associated with a receiving party shall review or analyze any Source Code
`
`Material for purposes unrelated to this case, nor may any person use any knowledge gained
`
`as a result of reviewing Source Code Material in this case in any other pending or future
`
`dispute, proceeding, or litigation.
`
`13.
`
`The inspection of Source Code Material shall be governed by the following provisions:
`
`(a) All Source Code Material shall be made available by the producing Party to the
`receiving Party’s outside counsel and experts on a “stand-alone” computer (that
`is, the computer may not be linked to any network, including a local area network
`(“LAN”), an intranet or the Internet). A second “stand-alone” computer may be
`provided at the same location as the initial “stand-alone” computer at a receiving
`Party’s request to accommodate simultaneous review by multiple reviewers. The
`parties will confer in good faith regarding the need for any additional stand-alone
`computers, but in any event the producing Party shall not be required to provide
`the receiving Party with more than three (3) stand-alone computers. The
`computers shall be made available at the offices of outside counsel in a location
`within the continental U.S. All stand-alone computers on which Source Code
`Material is made available shall be subject to the restrictions described herein.
`The stand-alone computers may be connected to a monitor (of size no less than
`23 inches), keyboard and mouse. The stand-alone computers must conform to
`reasonable, modern specifications.
`
`i. 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 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 stand-alone
`computer to facilitate electronic notetaking, and shall not be linked to any
`network, including a local area network, an intranet or the Internet;
`
`ii. At the beginning of a Source Code review session, the producing Party
`shall, when requested by the reviewer, upload to the note-taking computer
`
` 
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`10
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`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 11 of 27 PageID #: 2197
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`an encrypted notes file (e.g., uploading an encrypted notes file from a USB
`memory stick provided by the reviewer to the note-taking computer);
`
`iii. 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 notetaking
`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 or the Source Code review computer;
`
`iv. At the end of a Source Code review session, the reviewer may save any
`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 electronic copy to the reviewer (e.g.,
`downloading the encrypted notes file from the note-taking computer to a
`USB memory stick provided by the reviewer);
`
`v. Notwithstanding this stipulation, no reviewer may at any time copy or
`include in electronic notes any portions or sections of the Source Code.
`Reviewers using electronic note-taking will be directed by undersigned
`counsel not to copy or include in electronic notes any portions or sections
`of the Source Code;4
`
`vi. If requested by the producing Party, a copy of the encrypted notes file
`shall remain on the note-taking computer, so long as it remains encrypted;
`
`vii. If requested by the producing Party, a representative for the producing
`Party may oversee the transfer of the encrypted notes file from the secure
`data storage device to the note-taking computer, and vice-versa, without
`reviewing the substance of the electronic notes;
`
`viii. The reviewer shall not take notes electronically on the “stand-alone”
`computer containing Source Code Material or any other computer or
`electronic device (besides the note-taking computer) while conducting a
`review.
`
`
`
`(b) The producing Party will make the stand-alone computers available to the
`receiving Party for inspection between the hours of 8 a.m. and 6 p.m. on business
`                                                            
`4 Including a source code file name or function name in electronic notes shall not constitute
`prohibited copying of a portion or section of the Source Code. 
`
` 
`
`11
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`
`

`

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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 12 of 27 PageID #: 2198
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`days (i.e., weekdays that are not Federal holidays), although the Parties will be
`reasonable in accommodating reasonable requests to conduct inspections at other
`times. The Parties agree to cooperate in good faith such that maintaining the
`producing Party’s Source Code Material at the offices of its outside counsel shall
`not unreasonably hinder the receiving Party’s ability to efficiently and effectively
`conduct the prosecution or defense of this Action. The receiving Party shall
`provide ten (10) business days’ notice of its intent to inspect for its initial
`inspection of the Source Code Material that has been produced by the producing
`Party and identify in writing all qualified persons who will review the Source Code
`Material. The receiving Party shall provide three (3) business days’ notice prior
`to any additional inspection and identify in writing all qualified persons who will
`review the Source Code Material. The producing Party shall be reasonable in
`accommodating requests for inspection on shorter notice. The receiving Party’s
`qualified persons entering the source code room shall sign on each day they view
`Source Code Material on the stand-alone computers a log that will include the
`names of persons who enter the room containing the stand-alone computers and
`when they enter and depart;
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`(c) Proper identification of all authorized persons shall be provided prior to any access
`to the room containing a stand-alone computer. Proper identification requires
`showing, at a minimum, a photo identification card sanctioned by the government
`of any State of the United States, by the government of the United States, or by the
`nation state of the authorized person’s current citizenship. Access to the room
`where stand-alone computers are located may be denied, at the discretion of the
`producing Party, to any individual who fails to provide proper identification;
`
`(d) Access to Protected Material designated HIGHLY CONFIDENTIAL – SOURCE
`CODE shall be limited to the receiving Party’s outside counsel and up to four (4)
`of its outside consultants or experts (i.e., not existing employees or affiliates of a
`Party or an affiliate of a Party) retained for the purpose of this litigation and
`approved to access such Protected Materials pursuant to paragraph 5(f) above. If
`the receiving Party determines based upon the volume of Source Code Material
`produced that it would like to have more than four outside consultants or experts
`for reviewing such material, the producing Party shall in good faith discuss with
`the receiving Party reasonable requests to increase the number. Except for the
`note-taking computer described above in paragraph 13(a), the receiving Party
`may not bring any electronic devices into the room where stand-alone computers
`are provided, including, but not limited to, cameras, cellular phones, recordable
`media, or recording devices. The receiving Party will not copy, remove, or
`otherwise transfer or transmit any Source Code Material from a stand-alone
`computer. The receiving Party will not remove copies of all or any portion of the
`Source Code Material from the room in which the Source Code Material is
`inspected. Further, unless otherwise provided herein, no electronic copies of
`Source Code Material shall be made without prior written consent of the
`producing Party, except as reasonably necessary to create documents which,
`pursuant to applicable rules, procedures or orders, must be filed or served
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`Case 1:23-cv-01237-GBW Document 40 Filed 07/12/24 Page 13 of 27 PageID #: 2199
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`electronically (such as expert reports, discovery responses and motions, summary
`judgment motions, demonstrative or other exhibits, or infringement contentions),
`provided that the Source Code Documents (i.e., documents that contains a source
`code excerpt) are appropriately marked under this Order, restricted to those who
`are entitled to have access to them as specified herein, include the minimal amount
`of Source Code Material information as the Receiving Party determines in good
`faith is reason