Case 2:07-cv-00153-CE Document 70
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`Filed 03/06/08 Page 1 of 30 Page|D #: 850
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
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`VERSATA SOFTWARE, INC., F/K/A
`TRILOGY SOFTWARE, INC.;
`VERSATA DEVELOPMENT GROUP,
`INC., F/K/A TRILOGY DEVELOPMENT
`GROUP, INC.; AND
`VERSATA COMPUTER INDUSTRY
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`SOLUTIONS, INC., F/K/A TRILOGY
`COMPUTER INDUSTRY
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`SOLUTIONS, INC.
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`Plaintiffs,
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`V.
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`SAP AMERICA, INC. AND SAP AG
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`Defendants.
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`CIVIL ACTION NO. 2:07-cv-153-DF
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`JURY TRIAL DEMANDED
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`FINAL PROTECTIVE ORDER
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`GOVERNING DISCOVERY OF CONFIDENTIAL
`AND PROPRIETARY INFORMATION
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`The Court
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`issues this Protective Order to facilitate document disclosure and other
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`discovery under the Local Rules of this Court and the Federal Rules of Civil Procedure. Unless
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`modified pursuant to the terms contained in this Order, this Order shall remain in effect through
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`the conclusion of this litigation.
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`In support of this Order, the Court finds that:
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`(1)
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`Documents or information containing confidential proprietary and business
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`information and/or trade secrets (“Protected Material”) that bear significantly on the parties’
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`claims or defenses are likely to be disclosed or produced during the course of discovery in this
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`litigation;
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`VERSATA EXHIBIT 2001
`V.
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`CASE CBM2012-00001
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`(2)
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`The parties to this litigation may assert that public dissemination and disclosure of
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`Protected Material could severely injure or damage the party disclosing or producing the
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`Protected Material and could place that party at a competitive disadvantage;
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`(3)
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`Counsel
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`for the parties receiving Protected Material are presently without
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`sufficient information to accept the representation(s) made by the party or parties producing
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`Protected Material as to the confidential, proprietary, and/or trade secret nature of such Protected
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`Material; and
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`(4)
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`To protect the respective interests of the parties and to facilitate the progress of
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`disclosure and discovery in this case, the following Order should issue:
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`IT IS THEREFORE ORDERED THAT:
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`1.
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`Application of Protective Order — This Protective Order shall govern all
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`“Covered Matter,” defined as information, testimony, things, and documents filed with the Court
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`or produced or given (either by a party or by a non-party) as part of discovery in this action,
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`including documents and things, portions of documents, answers to interrogatories, responses to
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`requests for admissions of fact, depositions, transcripts of depositions, exhibits to depositions
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`and hearings, portions of briefs, memoranda and writings filed with or otherwise supplied to the
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`Court, and technical and commercial
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`information derived therefrom deemed by any entity
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`producing that information to be confidential information. This Protective Order permits the
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`parties to designate certain Covered Matter as “CONFIDENTIAL — ATTORNEYS’ EYES
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`ONLY” or “HIGHLY CONFIDENTIAL - RESTRICTED SOURCE CODE” (hereafter
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`collectively referred to as “Protected Material”).
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`The provisions of this Protective Order with respect to Protected Material shall not apply
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`to information that (a) was, is, or becomes public knowledge without fault of the receiving party
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`and not in violation of this Protective Order; (b) is lawfully acquired in good faith from a third
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`party not subject to this Protective Order, such third party being lawfully in possession of it and
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`under no obligation of confidentiality to the producing party; (c) was lawfully possessed by the
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`receiving party prior to first receipt of the material from the producing party, provided such
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`information was not received directly, or indirectly, from the producing party; (d) is discovered
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`independently by the receiving party by means that do not constitute a violation of this Protective
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`Order; or (e) was submitted to any governmental entity without request for confidential
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`treatment.
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`(a) CONFIDENTIAL - ATTORNEYS’ EYES ONLY designation - A
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`Designating Party may designate as “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” that
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`portion of any Covered Matter that the Designating Party believes in good faith in accordance
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`with Fed. R. Civ. Proc. 26(c) contains confidential information that, if disclosed to a competitor,
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`may cause competitive harm,
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`including but not
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`limited to confidential
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`research and/or
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`development materials (including current research and development materials for products not
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`yet commercially released),
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`financial,
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`technical, marketing, product planning, personal
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`information, commercial
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`information,
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`information obtained from a non-party pursuant to a
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`current Nondisclosure Agreement (“NDA”), patent prosecution (including non-public patent
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`prosecution information) and patent licensing information,
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`information regarding intellectual
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`property protection strategies and steps, industry analyses, settlement agreements or settlement
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`communications, the disclosure of which is likely to cause harm to the competitive position of
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`the producing party.
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`(b) HIGHLY CONFIDENTIAL - RESTRICTED SOURCE CODE
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`designation - The parties recognize that, in certain instances, software can be highly valuable
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`and must be maintained in confidence. Such software and in particular readable software in the
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`form of source code or assembly code, is collectively referred to herein as “Source Code” and
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`may be designated “HIGHLY CONFIDENTIAL — RESTRICTED SOURCE CODE.”
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`2.
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`Designating and Marking Protected Material - The producing party shall mark
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`the copies of such Covered Matter as “CONFIDENTIAL - ATTORNEYS’ EYES ONLY” or
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`“HIGHLY CONFIDENTIAL - RESTRICTED SOURCE CODE” prior to producing the copies
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`to the opposing party. “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” material may also
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`be
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`designated with
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`alternative
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`legends,
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`including
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`“CONFIDENTIAL,”
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`“HIGHLY
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`CONFIDENTIAL,” “ATTORNEYS’ EYES ONLY,” or any other similar designation sufficient
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`to provide notice of the confidential nature of such material, which shall have the same effect as
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`designating such material as “CONFIDENTIAL — ATTORNEYS’ EYES ONLY.”
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`If a
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`document has more than one designation, the higher or more restrictive confidential designation
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`applies. To the extent the parties produce documents that were first produced in other litigations
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`and labeled “Confidential” or “Highly Confidential” or designated with any other confidentiality
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`restrictions, such documents will be treated as if they had been designated as “CONFIDENTIAL
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`- ATTORNEYS’ EYES ONLY” under the terms of this Protective Order, unless and until the
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`parties reach a different agreement regarding such documents and/or the Court rules otherwise.
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`This Protective Order shall not in any other way change a party’s obligations under any other
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`agreement or protective order.
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`(a)
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`Hard Copy Documents: Hard copy documents may be designated by
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`placing one of the following legends, or an equivalent thereof, on any such document:
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`“CONFIDENTIAL”
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY”
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`“HIGHLY CONFIDENTIAL”
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`“HIGHLY CONFIDENTIAL - RESTRICTED SOURCE CODE”
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`Such legends shall be placed upon the first page of each document containing
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`Protected Material and upon each page within such document considered to contain Protected
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`Material.
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`(b)
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`Native and/or Other Electronic Materials: All Protected Material not
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`reduced to hard copy, tangible, or physical form or that cannot be conveniently designated as set
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`forth in Paragraph 2(a) shall be designated by informing the receiving party of the designation in
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`writing, and/or in the load file or other similar database, table or chart accompanying said
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`production. To the extent the receiving party subsequently generates any permitted copies of this
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`information, whether electronic or hard copy, it shall ensure that all such copies are clearly
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`designated with the appropriate confidentiality designations. When documents are produced in
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`electronic form, the producing party shall include a confidentiality designation on the medium
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`containing the documents.
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`If the medium contains documents in native electronic format, the
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`medium shall include an electronic database record for each native format file that includes on
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`the face of the electronic database record the applicable confidentiality designation (if any) and a
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`document identification or Bates number for the associated document. When a receiving party
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`prints a native format
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`file from such medium,
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`the receiving party shall also print
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`the
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`corresponding electronic database record and attach it to the native format file so that the native
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`file’s confidentiality designation will be readily apparent to one viewing the file.
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`In the event
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`that a receiving party prints a native format file from a medium that has been marked with a
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`confidentiality designation, but the native file is not accompanied by an electronic database
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`record or the electronic database record could not be printed, the receiving party shall mark each
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`page of such native file with a “CONFIDENTIAL - ATTORNEYS’ EYES ONLY” designation
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`until the native file’s electronic database record may be located or printed.
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`(c)
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`Documents Made Available for Inspection: Any tangible objects,
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`documents or electronically stored information (excluding Source Code) made available to
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`counsel for the receiving party for initial inspection prior to the production of selected items shall
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`initially be considered, as a whole, to constitute “CONFIDENTIAL - ATTORNEYS’ EYES
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`ONLY” infonnation and shall be subject to this Protective Order. Thereafter, the producing
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`party shall have a reasonable time to review any such objects, documents, electronically stored
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`information, or representations thereof (e.g., photographs, drawings, diagrams, copies, etc.) that
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`have been selected or identified for production and assign confidentiality designations to any
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`Protected Material prior to fumishing copies to the receiving party. Alternatively, at the election
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`of the receiving party,
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`the receiving party may receive the copies without waiting for the
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`producing party to assign confidentiality designations by agreeing to treat such Protected
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`Material as “CONFIDENTIAL - ATTORNEYS’ EYES ONLY” until
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`receipt of specific
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`confidentiality designations by the producing party.
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`(d)
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`Physical Exhibits: The confidential status of a physical exhibit shall be
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`indicated by placing a label on it with the appropriate confidentiality notice as described in
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`Paragraph 2(a).
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`(e) Written Discovery: In the case of information incorporated in answers to
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`interrogatories or responses to requests for admission, the appropriate confidentiality notice as
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`described in Paragraph 2(a) shall be placed on each answer or response that contains Protected
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`Material.
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`(f)
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`Depositions and Hearings (“Proceedings”): Deposition and hearing
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`transcripts and associated exhibits shall be treated as “CONFIDENTIAL — ATTORNEYS’
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`EYES ONLY” material until 30 calendar days after receipt of the transcript by counsel for the
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`witness, after which the information revealed during the proceeding shall cease to be treated as
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`Protected Material unless, at the proceeding and on the record, or in writing before the 30 days
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`have expired, the witness, his or her employer or counsel otherwise designates the transcript,
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`exhibits, and/or portions thereof.
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`In the case of a non-party witness, either a plaintiff or its
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`counsel, a defendant or its counsel, the non-party witness, or the non-party witness’s employer or
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`counsel may designate information as Protected Material either by a statement to such effect on
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`the record, or in writing within 30 calendar days of receipt of the transcript and exhibits by the
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`non-party witness’s counsel.
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`Upon designation of the transcript on the record, the portion of the proceeding containing
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`Protected Material may continue in the presence only of persons to whom access to said
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`Protected Material has been permitted under the terms of this Protective Order, i. e., with all other
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`persons excluded from the proceeding. The Court Reporter or other person recording the
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`proceedings shall segregate all portions of the transcript and exhibits that have been stated to
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`contain Protected Material and may furnish copies of these segregated portions, in a sealed
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`envelope, only to the deponent, to the Court, and to counsel for the parties bound by the terms of
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`this Protective Order.
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`With regard to designations made within thirty (30) calendar days after receipt of the
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`transcript of a deposition or hearing, counsel shall make such designations by sending written
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`notice to the Court Reporter, to counsel for the parties, and to any other person known to have a
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`copy of the transcript. The notice shall reference this Protective Order, identify the appropriate
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`level of confidentiality, and identify the pages and/or exhibits so designated. All copies of
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`transcripts designated in this fashion shall be marked with a notice indicating the appropriate
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`level of confidentiality of the material and shall be governed by the terms of this Protective
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`Order
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`3.
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`Challenging Designations: A party may challenge the designation of Protected
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`Material only as follows:
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`(a)
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`If a party believes
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`that material designated “CONFIDENTIAL—
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`ATTORNEYS EYES ONL ” is not in fact the proper subject matter for such designation, or
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`should be reclassified or revealed to an individual not otherwise authorized to have access to
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`such material under the terms of this Protective Order, then such party shall provide to the
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`Designating Party written notice of disagreement with the designation. The parties shall then
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`attempt to resolve such dispute in good faith on an informal basis.
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`(b)
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`If the parties are unable to resolve their dispute informally then the person
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`challenging the designation (the “Challenging Party”) may request appropriate relief from the
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`Court.
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`In connection with any such request for relief, the Challenging Party must identify with
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`particularity the specific document or information that
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`the objecting parties believes was
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`improperly designated and state with particularity and detail the factual and legal grounds on
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`which the objecting party disagrees with the designation.
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`The restricted status of such
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`information will remain unless and until the Court rules and determines that such information is
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`not entitled to its designated status.
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`It shall be the burden of the Challenging Party to make out a
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`prima facie case that the contested Protected Material is not confidential and is not entitled to the
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`level of confidentiality selected by the Designating Party. In response to such a prima facie case,
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`the Designating Party bears the burden of proof to show by a preponderance of the evidence that
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`there is good cause for the document to have the protection claimed by the Designating Party.
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`4.
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`Treatment of Protected Material:
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`Protected Material and any information
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`contained therein shall be used solely for the purposes of this litigation - and not be used or
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`shown, disseminated, copied,‘ or in any way communicated to anyone for any purpose
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`whatsoever, except as provided for herein.
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`5.
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`Limitations on Use and Disclosure of CONFIDENTIAL - ATTORNEYS’
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`EYES ONLY Material. Covered Matter designated as “CONFIDENTIAL - ATTORNEYS’
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`EYES ONLY” and any information contained therein shall be disclosed only to the following
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`persons (“Qualified Persons”):
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`(a)
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`Outside counsel of the parties in the law firms identified below, and any
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`members of their support staff assisting such counsel;
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`(b)
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`Up to four in-house attorneys (including contract attorneys) or non-lawyer
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`personnel assigned to the legal department of a party who are actively engaged in assisting
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`outside counsel with respect to this litigation; the disclosure to any such person pursuant to this
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`subpart must be reasonably necessary to assist in the preparation for trial and/or trial, and such
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`persons must be identified to the opposing party and become qualified to receive such materials
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`and information in accordance with the procedures in Paragraph 7 before receiving such
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`information; a party may substitute a person qualified under this provision for good cause shown,
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`including to replace any such person who is no longer employed by, advising, or working on
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`behalf of the party, by notifying the opposing party in writing of the previously-designated
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`person’s withdrawal from the case and by following the procedures in Paragraph 7 to designate
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`the substitute person; any person withdrawn under this provision shall not have further access to
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`any Protected Material of the opposing party and shall not further assist with or participate in the
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`case
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`any manner;
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`1 The term “copied” as used herein refers to the making of any photographic, mechanical, or
`computerized copy or reproduction of any document or thing, or any verbatim transcript, in
`whole or in part, of such document or thing.
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`(c)
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`The Court, court personnel, and stenographic reporters engaged in such
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`proceedings necessary to the preparation for trial (e. g., depositions) and/or trial of this action;
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`(d)
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`A reasonable number of independent outside experts or consultants
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`engaged by counsel or the parties to assist in this litigation and their staff; the disclosure to any
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`such independent outside expert or consultant pursuant to this subpart must be reasonably
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`necessary to assist counsel for any party in the preparation for trial and/or trial, and such persons
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`must become qualified to receive such materials and information in accordance with the
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`procedures in Paragraph 7 before receiving such information;
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`(e)
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`U.S.-based litigation support and management services, including outside
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`copying,
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`exhibit preparation services,
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`interpreters and translators,
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`including typists and
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`transcribers used in connection with providing interpretation or translation services, and outside
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`jury consultants and trial consultants; and
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`(t)
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`Witnesses where at least one of the following conditions applies:
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`(1)
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`the witness is a current employee (including a designee
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`pursuant to a Rule 30(b)(6) deposition notice) of the Designating
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`Party;
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`(2)
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`the witness is an inventor of a patent owned by the
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`Designating Party but such disclosure is limited only to technical
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`documents the witness authored or received during the time when
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`such person was an employee of the Designating Party;
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`(3)
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`the witness is shown the Protected Material by an attorney
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`representing the Designating Party;
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`(4)
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`the witness’s name appears on the Protected Material as an
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`author, addressee, copy recipient, or otherwise appears from face
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`of the Protected Material to be a person who has previously seen or
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`had access to the Protected Material; it is otherwise established that
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`the witness has previously seen or had access to the Protected
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`Material or knows the information contained within it; or the
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`examining attorney has a good faith basis to believe, and
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`establishes a foundation to support that belief,
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`that the witness
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`authored or received the Protected Material in the ordinary course
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`of business;
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`(5)
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`the Designating Party has consented on the record of the
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`deposition to the showing of the Protected Material to the witness;
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`or
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`(6)
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`at least 10 business days before the deposition, the party
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`wishing to show the witness the Protected Material notifies the
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`Designating Party of that desire, with a specific listing of the
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`Protected Material to be so shown, and the Designating Party fails
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`to object in writing to such showing within that 10 day period, but
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`if such objection in writing is made, such Protected Material will
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`not be shown to the witness until and unless the party wishing to
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`show the Protected Material to the witness moves for and obtains
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`appropriate relief from the Court upon good cause shown.
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`(g)
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`Offshore attorneys, document review and coding services, and litigation
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`support and management services, provided that the following criteria are met:
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`(1)
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`Each such person who receives any Protected Material must first
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`review this Final Protective Order;
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`(2)
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`Each such person and each such vendor must agree in writing to
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`abide by the terms of this Final Protective Order;
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`(3)
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`Each such person and each such vendor must submit in writing to
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`the jurisdiction of this Court for the purpose of resolving any issues that
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`may arise concerning this Final Protective Order, including the ability and
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`willingness to personally appear before this Court for such purposes; and
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`(4)
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`Any other criteria agreed upon in writing by the parties.
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`Witnesses being shown Protected Material under (2), (3), (4), (5), or (6) subparagraph (f)
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`shall not be allowed to retain copies of the Protected Material. However, a witness who was
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`shown Protected Material during a deposition may review the Protected Material while
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`reviewing his or her transcript, provided that any Protected Material is not retained by the
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`witness after he or she has completed his or her review of the transcript for accuracy.
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`If the disclosing party has a reasonable and good faith basis to believe that the criteria in
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`subparagraph (g) are not, in fact, satisfied, then it will have the right to take limited discovery on
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`that subject. If the disclosing party obtains evidence supporting a prima facie claim that a vendor
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`has not satisfied the criteria in subparagraph (g), then it may bring a motion to the Court to
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`disqualify the vendor. Once such a motion is filed, the affected persons or groups previously
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`qualified under subparagraph (g) shall not have further access to the Protected Material until the
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`Court resolves the challenge.
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`Covered Matter designated as “CONFIDENTIAL - ATTORNEYS’ EYES ONLY” and
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`any information contained therein shall be used solely for the prosecution of this litigation
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`(including any appeal). All Qualified Persons with authorized access to materials or information
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`so designated shall be advised of their obligations under this Protective Order. Persons qualified
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`under Paragraph 5(b), above, having access to materials or
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`information designated as
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY” shall keep such materials and information
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`and copies of such materials or information in a location to which access is restricted to only
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`Qualified Persons.
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`6.
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`Limitations on Use and Disclosure of HIGHLY CONFIDENTIAL -
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`RESTRICTED SOURCE CODE Material: Covered Matter designated as “HIGHLY
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`CONFIDENTIAL - RESTRICTED SOURCE CODE” and any information contained therein
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`shall be disclosed only to the following persons (collectively “Restricted Source Code Qualified
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`Persons”), and only under the terms and conditions set forth in Paragraph 9, below:
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`(a)
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`Outside counsel of the parties in the law firms identified below, and any
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`employee members of their support staff assisting such counsel;
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`(b)
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`The Court, and court personnel and stenographic reporters, engaged in
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`such proceedings as are necessary to the preparation for trial (e.g., depositions) and/or trial of
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`this action;
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`(c)
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`A reasonable number of independent outside experts or consultants
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`engaged by counsel or the parties to assist in this litigation and their clerical staff; the disclosure
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`to any such independent outside expert or consultant pursuant to this subpart must be reasonably
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`necessary to assist counsel for any party in the preparation for trial and/or trial and such persons
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`must become qualified to receive such materials and information in accordance with the
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`procedures in Paragraph 7 below before receiving such information; and
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`(d)
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`Witnesses for which at least one of the conditions of subparagraph 5(1)
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`applies.
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`Covered Matter designated as “HIGHLY CONFIDENTIAL - RESTRICTED SOURCE
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`CODE” and any information contained therein shall be used solely for the prosecution of this
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`litigation (including any appeal). A11 Restricted Source Code Qualified Persons with authorized
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`access to materials or information so designated shall be advised of their obligations under this
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`Protective Order and shall provide a signed written agreement to abide by those obligations prior
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`to being granted access to any such materials or information.
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`7.
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`Clearing of
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`In-House Attorneys
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`and Legal Department Personnel,
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`Consultants, and Experts to Access Protected Material: Prior to disclosure of any Protected
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`Material to any persons described in Paragraphs 5(b), 5(d), or 6(c), outside counsel for the
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`receiving party shall first provide such person with a copy of the Protective Order and shall cause
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`such person to execute either the Certification attached hereto as Exhibit A (for persons
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`described in Paragraph 5(b)) or the Certification attached hereto as Exhibit B (for persons
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`described in paragraphs 5(d) or 6(c)), evidencing such person's agreement to be bound by the
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`terms and conditions of this Protective Order.
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`(a)
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`Prior to disclosure of any Protected Material
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`to any person under
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`Paragraphs 5(d) or 6(c), an executed copy of the Certification of Exhibit B shall be provided to
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`the opposing party, as well as that person’s curriculum vitae, a complete list of employment and
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`consulting positions held by that person in his/her field in the last 5 years, a disclosure of all
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`relationships between that person and the opposing party, and a complete list of all lawsuits in
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`which that person has, in the last 5 years, provided deposition or trial testimony, submitted a
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`declaration or affidavit, or disclosed an opinion or expert report to the tribunal or to the
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`adversary of the client retaining that person (including the style of the litigation,
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`the party
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`retaining that person, the date that person was retained, and the Court in which the case is or was
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`pending). Prior to disclosure of any Protected Material to any person under Paragraph 5(b), an
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`executed copy of the Certification of Exhibit A shall be provided to the opposing party, as well
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`as a brief description of that in house attomey’s prior involvement, if any, on behalf of the
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`attomey’s party in patent prosecution activities and competitive decision-making, as defined by
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`US. Steel Corp. v. United States, 730 F.2d 1465, 1468, n.3 (Fed. Cir. 1984).
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`(b)
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`No designated material shall be shown to any person described in
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`Paragraphs 5(b), 5(d), or 6(c) until fourteen (14) calendar days after such person has been
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`identified in writing to the opposing party and the items specified in subparagraph (a) of this
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`provision have been provided to the opposing party.
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`(c)
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`In the event that a party objects in writing to the designation of any person
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`described in Paragraphs 5(b), 5(d), or 6(c) within the fourteen (14) calendar day period set forth
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`in Paragraph 7(b), no Protected Material may be disclosed to that person until the objecting party
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`consents or, after a good faith attempt to resolve the issue by the parties, the Court rules in favor
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`of the non-objecting party. Objections shall not be unreasonably made.
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`((1)
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`Prior to disclosure of any Protected Material
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`to any person under
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`Paragraphs 5(d) or 6(c) who is a citizen of or who resides in a foreign country and intends to
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`review Protected Material from a foreign country via the Internet, then the criteria under section
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`7(a), above, shall apply. In addition, the following criteria must be met:
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`(1)
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`The person agrees to be bound by the Protective Order;
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`(2)
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`The person submits to the jurisdiction of this Court for purposes of
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`enforcing the Protective Order;
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`(3)
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`All Confidential Material is hosted from the U.S. so that overseas
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`access is afforded only through the Internet;
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`(4)
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`The person certifies in writing that the following objective security
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`procedures are in place at the location(s) where he or she will access
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`Confidential Material from any foreign country:
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`(a)
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`Controlled access to the location,for example by security
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`card;
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`(b)
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`Restrictions on computers that will access Confidential
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`Material over the Internet such that
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`the Confidential Material
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`cannot be printed, emailed, saved to an external recordable media
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`such as USB, CD, DVD, or otherwise transferred out of secure
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`zone of the relevant location; and
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`(c)
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`Restrictions on remote access to Confidential Material such
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`that it cannot be accessed outside of the relevant location.
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`(d)
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`Employees must sign confidentiality agreements with the
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`vendor.
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`So long as these criteria are met, the foreign citizenship or situs of a person proposed to
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`be qualified pursuant to this section shall not serve as a basis for an objection pursuant to this
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`section. Nothing in this section alters the provisions concerning access to source code set out in
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`Paragraph 9.
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`Parties other than the retaining party shall not at any time contact, communicate with, or
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`depose non-testifying consultants who are identified pursuant to this paragraph regarding the
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`subject matter of this litigation, other than as a percipient witness. The identification of any non-
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`testifying consultant pursuant to this paragraph does not waive or detract from any work product
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`or other protection that would otherwise apply. See, e.g., Fed. R. Civ. P. 26(b)(4).
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`8.
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`Improper Disclosure of Protected Material: If any Protected Material
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`is
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`disclosed to any person other than in a manner authorized by this Order, the party responsible for
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`the disclosure or knowledgeable of such disclosure, upon discovery of the disclosure, shall
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`immediately inform the Designating Party of all facts pertinent to the disclosure that, after due
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`diligence and prompt investigation, are known to the party responsible for the disclosure or
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`knowledgeable of the disclosure (including the name, address, and employer of the person to
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`whom the disclosure was made), and shall immediately make all reasonable efforts to prevent
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`further disclosure by each unauthorized person who received such information.
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`9.
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`Maintenance of HIGHLY CONFIDENTIAL - RESTRICTED SOURCE
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`CODE Material: In addition to the terms set forth in Paragraphs 6 and 7 herein, Covered Matter
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`designated “HIGHLY CONFIDENTIAL - RESTRICTED SOURCE CODE” (“Restricted Source
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`Code”) shall be provided the following additional protections given the particularly sensitive
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`nature of the information:
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`(a)
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`Any and all electronic copies of Restricted Source Code are to be stored
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`and inspected only on a secure computer belonging to and configured by the disclosing party.
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`The disclosing party shall provide the secure computer to the receiving part