Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 1 of 28 Page ID #:1119
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`PILLSBURY WINTHROP SHAW
`PITTMAN LLP
`Steven A. Moore (SBN 232114)
`steve.moore@pillsburylaw.com
`Nicole S. Cunningham (SBN 234390)
`nicole.cunningham@pillsburylaw.com
`501 West Broadway, Suite 1100
`San Diego, CA 92101-3575
`Telephone: 619-234-5000
`Facsimile: 619-236-1995
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`Kecia J. Reynolds (pro hac vice)
`kecia.reynolds@pillsburylaw.com
`1200 Seventeenth Street, NW
`Washington, DC 20036
`Telephone: 202-663-8000
`Facsimile: 202-663-8007
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`Attorneys for Plaintiff Sleep Number Corp.
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`SPENCER FANE LLP
`Kyle L. Elliott (SBN 164209)
`kelliott@spencerfane.com
`1000 Walnut Street, Suite 1400
`Kansas City, MO 64106
`Telephone: (816) 474-8100
`Facsimile: (816) 474-3216
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`Jaspal S. Hare (SBN 282171)
`jhare@spencerfane.com
`5800 Granite Parkway, Suite 800
`Plano, TX 75024
`Telephone: (214) 750-3623
`Facsimile: (972) 324.0301
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`Attorneys for Defendant Sizewise Rentals, LLC
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`FOX ROTHSCHILD LLP
`Andrew S. Hansen (pro hac vice)
`ahansen@foxrothschild.com
`Archana Nath (pro hac vice)
`anath@foxrothschild.com
`Elizabeth A. Patton (pro hac vice)
`epatton@foxrothschild.com
`222 South Ninth Street, Suite 2000
`Minneapolis, MN 55402
`Telephone: 612-607-7000
`Facsimile: 612-607-7100
`
`Ashe P. Puri (SBN 297814)
`apuri@foxrothschild.com
`10250 Constellation Blvd., Suite 900
`Los Angeles, CA 90067
`Telephone: 310-598-4150
`Facsimile: 310-556-9828
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`LEWIS ROCA ROTHGERBER
`CHRISTIE LLP
`Thomas J. Daly (SBN 119684)
`tdaly@lrrc.com
`Drew Wilson (SBN 283616)
`dwilson@lrrc.com
`655 North Central Avenue, Ste. 2300
`Glendale, CA 91203-1445
`Telephone: (626) 795-9900
`Facsimile: (626) 577-8800
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`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`EASTERN DIVISION
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`SLEEP NUMBER CORPORATION,
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`Case No. 5:18–cv–00356 AB (SPx)
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`Plaintiff,
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`v.
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`SIZEWISE RENTALS, LLC,
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`Defendant.
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`STIPULATED PROTECTIVE
`ORDER
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`[DISCOVERY MATTER]
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 1
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 2 of 28 Page ID #:1120
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`1.
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`A.
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`PURPOSES AND LIMITATIONS
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`Discovery in this action is likely to involve production of confidential,
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`proprietary, or private information for which special protection from public
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`disclosure and from use for any purpose other than prosecuting this litigation may
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`be warranted. Accordingly, the parties hereby stipulate to and petition the Court to
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`enter the following Stipulated Protective Order. The parties acknowledge that this
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`Order does not confer blanket protections on all disclosures or responses to
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`discovery and that the protection it affords from public disclosure and use extends
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`only to the limited information or items that are entitled to confidential treatment
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`under the applicable legal principles. The parties further acknowledge, as set forth
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`in Section 12.3, below, that this Stipulated Protective Order does not entitle them to
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`file confidential information under seal; Civil Local Rule 79-5 sets forth the
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`procedures that must be followed and the standards that will be applied when a party
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`seeks permission from the court to file material under seal.
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`B. GOOD CAUSE STATEMENT
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`This action is likely to involve confidential product and patent information,
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`trade secrets, customer and pricing lists or records, software code, technical
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`drawings and reports, business and/or marketing plans, records, and analysis, and
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`other valuable research, development, commercial, financial, technical, and/or
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`proprietary information for which special protection from public disclosure and
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`from use for any purpose other than prosecution of this action is warranted. Such
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`confidential and proprietary materials and information further consists of, among
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`other things, confidential business or financial information, information regarding
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`products and patents, information regarding confidential business practices,
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`processes, operations, and style of work, or other confidential research,
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`development, or commercial information (including information implicating
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`privacy rights of third parties), information otherwise generally unavailable to the
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`-2-
`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 2
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 3 of 28 Page ID #:1121
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`public, or which may be privileged or otherwise protected from disclosure under
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`state or federal statutes, court rules, case decisions, or common law. Accordingly,
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`to expedite the flow of information, to facilitate the prompt resolution of disputes
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`over confidentiality of discovery materials, to adequately protect information the
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`parties are entitled to keep confidential, to ensure that the parties are permitted
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`reasonable necessary uses of such material in preparation for and in the conduct of
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`trial, to address their handling at the end of the litigation, and serve the ends of
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`justice, a protective order for such information is justified in this matter. It is the
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`intent of the parties that information will not be designated as confidential for
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`tactical reasons and that nothing be so designated without a good faith belief that it
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`has been maintained in a confidential, non-public manner, and there is good cause
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`why it should not be part of the public record of this case.
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`2. DEFINITIONS
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`2.1 Action: this pending case and the related pending case against
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`Sizewise Rentals, LLC.
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`2.2 Challenging Party: a Party or Non-Party that challenges the
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`designation of information or items under this Order.
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`2.3 Confidential Information or Items: information (regardless of how it is
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`generated, stored or maintained) or tangible things that qualify for protection under
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`Federal Rule of Civil Procedure 26(c), and as specified above in the Good Cause
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`Statement.
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`2.4 Counsel: Outside Counsel of Record, House Counsel, as well as each
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`of their support staff.
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`2.5 Designating Party: a Party or Non-Party that designates information or
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`items that it produces in disclosures or in responses to discovery as
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`“CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – OUTSIDE COUNSEL
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`ONLY,” or “HIGHLY CONFIDENTIAL SOURCE CODE — OUTSIDE
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`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 3
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 4 of 28 Page ID #:1122
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`COUNSEL ONLY.”
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`2.6 Disclosure or Discovery Material: all items or information, regardless
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`of the medium or manner in which it is generated, stored, or maintained (including,
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`among other things, testimony, transcripts, and tangible things), that are produced
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`or generated in disclosures or responses to discovery in this matter.
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`2.7 Expert: a person with specialized knowledge or experience in a matter
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`pertinent to the litigation who has been retained by a Party or its counsel to serve
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`as an expert witness or as a consultant in this Action.
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`2.8
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`“HIGHLY CONFIDENTIAL – OUTSIDE COUNSEL ONLY”
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`Information or Items: extremely sensitive “Confidential Information or Items”
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`whose disclosure to another Party or Non-Party would create a substantial risk of
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`serious harm that could not be avoided by less restrictive means.
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`2.9
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`“HIGHLY CONFIDENTIAL SOURCE CODE – OUTSIDE
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`COUNSEL ONLY” Information or Items: extremely sensitive “Confidential
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`Information or Items” if it comprises or describes Source Code. “Source Code”
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`means computer/software code, scripts, assembly language, source code,
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`object/executable code, source code listings, object code listings and descriptions
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`of object code, Hardware Description Language (HDL) or Register Transfer Level
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`(RTL) files that describe the hardware design of any ASIC or other chip, and
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`formulas, engineering specifications, or schematics that define or otherwise
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`describe in detail the algorithms or structure of software. Source Code documents
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`at least include (1) printed documents that contain or refer to selected Source Code
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`components; (2) electronic communications and descriptive documents, such as
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`emails, design documents and programming examples, which contain or refer to
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`selected Source Code components; (3) electronic Source Code documents that
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`reside in a Source Code repository from which software and related data files may
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`be compiled, assembled, linked, executed, debugged and/or tested; and (4)
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`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 4
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 5 of 28 Page ID #:1123
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`transcripts, reports, video, audio, or other media that include, quote, cite, describe,
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`or otherwise refer to Source Code, Source Code files, and/or the development
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`thereof. Source Code files include, but are not limited to documents containing
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`source code in “C”, “C++”, Java, Java scripting languages, assembler languages,
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`command languages and shell languages. Source Code files may further include
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`“header files,” “make” files, project files, link files, and other human-readable text
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`files used in the generation, compilation, translation, and/or building of executable
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`software, including software intended for execution by an interpreter. Documents
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`and things produced during this Action designated with the label “HIGHLY
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`CONFIDENTIAL SOURCE CODE – OUTSIDE COUNSEL ONLY,” shall be
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`protected in accordance with this Protective Order and subject to additional
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`protections provided herein below.
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`2.10 House Counsel: attorneys who are employees of a party to this Action,
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`or work in the legal department of a party to this Action. House Counsel does not
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`include Outside Counsel of Record or any other outside counsel.
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`2.11 Non-Party: any natural person, partnership, corporation, association or
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`other legal entity not named as a Party to this action.
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`2.12 Outside Counsel of Record: attorneys who are not employees of a
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`party to this Action and do not work in the legal department of a party to this
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`Action or who are not otherwise directly affiliated with a party to this Action but
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`are retained to represent or advise a party to this Action and have appeared in this
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`Action on behalf of that party or are affiliated with a law firm that has appeared on
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`behalf of that party, and includes support personnel.
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` Any dual role attorney (such as Mr. Samuel R. Hellfeld, acting as both Vice
`President, Associate General Counsel to Sleep Number Corporation, and as an
`attorney for Fox Rothschild LLP) is intended to be excluded from the definition
`of Outside Counsel of Record, but may still be considered to be House Counsel.
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`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 5
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 6 of 28 Page ID #:1124
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`2.13 Party: any party to this Action, including all of its officers, directors,
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`employees, consultants, retained experts, and Outside Counsel of Record (and their
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`support personnel).
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`2.14 Producing Party: a Party or Non-Party that produces Disclosure or
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`Discovery Material in this Action.
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`2.15 Professional Vendors: persons or entities that provide litigation
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`support services (e.g., photocopying, videotaping, translating, preparing exhibits or
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`demonstrations, and organizing, storing, or retrieving data in any form or medium)
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`and their employees and subcontractors.
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`2.16 Protected Material: any Disclosure or Discovery Material that is
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`designated as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – OUTSIDE
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`COUNSEL ONLY,” or “HIGHLY CONFIDENTIAL SOURCE CODE –
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`OUTSIDE COUNSEL ONLY.”
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`2.17 Receiving Party: a Party that receives Disclosure or Discovery
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`Material from a Producing Party.
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`3.
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`SCOPE
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`The protections conferred by this Stipulation and Order cover not only
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`Protected Material (as defined above), but also (1) any information copied or
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`extracted from Protected Material; (2) all copies, excerpts, summaries, or
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`compilations of Protected Material; and (3) any testimony, conversations, or
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`presentations by Parties or their Counsel that might reveal Protected Material.
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`Any use of Protected Material at trial shall be governed by the orders of the
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`trial judge. This Order does not govern the use of Protected Material at trial.
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`4.
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`DURATION
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`Even after final disposition of this litigation, the confidentiality obligations
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`imposed by this Order shall remain in effect until a Designating Party agrees
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`otherwise in writing or a court order otherwise directs. “Final disposition” shall be
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`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 6
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 7 of 28 Page ID #:1125
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`deemed to be the later of (1) dismissal of all claims and defenses in this Action,
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`with or without prejudice; and (2) final judgment herein after the completion and
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`exhaustion of all appeals, rehearings, remands, trials, or reviews of this Action,
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`including the time limits for filing any motions or applications for extension of
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`time pursuant to applicable law.
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`5.
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`DESIGNATING PROTECTED MATERIAL
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`5.1 Exercise of Restraint and Care in Designating Material for Protection.
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`Each Party or Non-Party that designates information or items for protection under
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`this Order must take care to limit any such designation to specific material that
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`qualifies under the appropriate standards. The Designating Party must designate
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`for protection only those parts of material, documents, items or oral or written
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`communications that qualify so that other portions of the material, documents,
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`items or communications for which protection is not warranted are not swept
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`unjustifiably within the ambit of this Order.
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`Mass, indiscriminate, or routinized designations are prohibited.
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`Designations that are shown to be clearly unjustified or that have been made for an
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`improper purpose (e.g., to unnecessarily encumber the case development process
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`or to impose unnecessary expenses and burdens on other parties) may expose the
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`Designating Party to sanctions.
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`If it comes to a Designating Party’s attention that information or items that it
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`designated for protection do not qualify for protection, that Designating Party must
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`promptly notify all other Parties that it is withdrawing the inapplicable designation.
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`5.2 Manner and Timing of Designations. Except as otherwise provided in
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`this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise
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`stipulated or ordered, Disclosure or Discovery Material that qualifies for protection
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`under this Order must be clearly so designated before the material is disclosed or
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`produced.
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`-7-
`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 7
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 8 of 28 Page ID #:1126
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`Designation in conformity with this Order requires:
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`(a)
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`for information in documentary form (e.g., paper or electronic
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`documents, but excluding transcripts of depositions or other pretrial or trial
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`proceedings), that the Producing Party affix, at a minimum, the legend
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`“CONFIDENTIAL,” “HIGHLY CONFIDENTIAL – OUTSIDE COUNSEL
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`ONLY,” “HIGHLY CONFIDENTIAL SOURCE CODE – OUTSIDE COUNSEL
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`ONLY” (hereinafter “CONFIDENTIAL legend”), to each page that contains
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`protected material, in a manner that will not interfere with the legibility of the
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`document. If only a portion of the material on a page qualifies for protection, the
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`Producing Party also must clearly identify the protected portion(s) (e.g., by making
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`appropriate markings in the margins).
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`A Party or Non-Party that makes original documents available for inspection
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`need not designate them for protection until after the inspecting Party has indicated
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`which documents it would like copied and produced. During the inspection and
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`before the designation, all of the material made available for inspection shall be
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`deemed “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – OUTSIDE
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`COUNSEL ONLY,” and all information learned in the course of such an
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`inspection shall be protected in accordance with such designation. After the
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`inspecting Party has identified the documents it wants copied and produced, the
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`Producing Party must determine which documents, or portions thereof, qualify for
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`protection under this Order. Then, before producing the specified documents, the
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`Producing Party must affix the “CONFIDENTIAL legend” to each page that
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`contains Protected Material. If only a portion or portions of the material on a page
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`qualifies for protection, the Producing Party also must clearly identify the
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`protected portion(s) (e.g., by making appropriate markings in the margins).
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`(b)
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`for testimony given in depositions that the Designating Party identify
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`the Disclosure or Discovery Material on the record, before the close of the
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`-8-
`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 8
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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 9 of 28 Page ID #:1127
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`deposition all protected testimony and specify the level of protection being
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`asserted. When it is impractical to identify separately each portion of testimony
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`that is entitled to protection and it appears that substantial portions of the testimony
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`may qualify for protection, the Designating Party may temporarily designate as
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`protected the entire rough transcript and will have up to 30 days from receipt of the
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`final transcript to identify the specific portions of testimony as to which protection
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`is warranted and to specify the level of protection being asserted. Only those
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`portions of the testimony that are appropriately designated for protection within 30
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`days from receipt of the final transcript shall be covered by the provisions of this
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`Stipulated Protective Order. Alternatively, a Designating Party may specify, at the
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`deposition or up to 21 days afterwards if that protection is properly invoked, that
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`the entire transcript shall be treated as “CONFIDENTIAL” or “HIGHLY
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`CONFIDENTIAL – OUTSIDE COUNSEL ONLY.” Any transcript that is
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`prepared before the expiration of a 21-period for designation shall be treated
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`during that period as if it had been designated “HIGHLY CONFIDENTIAL –
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`OUTSIDE COUNSEL ONLY” in its entirety unless otherwise agreed. After the
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`expiration of that period, the transcript shall be treated only as actually designated.
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`The use of a document as an exhibit at a deposition shall not in any way
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`affect its designation as “CONFIDENTIAL,” “HIGHLY CONFIDENTIAL –
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`OUTSIDE COUNSEL ONLY,” or “HIGHLY CONFIDENTIAL SOURCE
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`CODE – OUTSIDE COUNSEL ONLY.”
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`(c)
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`for information produced in some form other than documentary and
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`for any other tangible items, that the Producing Party affix in a prominent place on
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`the exterior of the container or containers in which the information is stored the
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`legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – OUTSIDE
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`COUNSEL ONLY.” If only a portion or portions of the information warrants
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`protection, the Producing Party, to the extent practicable, shall identify the
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`-9-
`STIPULATED PROTECTIVE ORDER
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`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 9
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`

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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 10 of 28 Page ID #:1128
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`protected portion(s).
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`(d)
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`information and items designated “HIGHLY CONFIDENTIAL
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`SOURCE CODE – OUTSIDE COUNSEL ONLY” shall be produced in
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`accordance with the procedure described in section 7.4. 5.3
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`Inadvertent
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`Failures to Designate. If timely corrected, an inadvertent failure to designate
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`qualified information or items does not, standing alone, waive the Designating
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`Party’s right to secure protection under this Order for such material. Upon timely
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`correction of a designation, the Receiving Party must make reasonable efforts to
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`assure that the material is treated in accordance with the provisions of this Order.
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`6.
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`CHALLENGING CONFIDENTIALITY DESIGNATIONS
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`6.1. Timing of Challenges. Any Party or Non-Party may challenge a
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`designation of confidentiality at any time that is consistent with the Court’s
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`Scheduling Order.
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`6.2 Meet and Confer. The Challenging Party shall initiate the dispute
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`resolution process under Local Rule 37-1, et seq. Any discovery motion must
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`strictly comply with the procedures set forth in Local Rules 37-1, 37-2, and 37-3.
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`6.3 Burden. The burden of persuasion in any such challenge proceeding
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`shall be on the Designating Party. Frivolous challenges, and those made for an
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`improper purpose (e.g., to harass or impose unnecessary expenses and burdens on
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`other parties) may expose the Challenging Party to sanctions. Unless the
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`Designating Party has waived or withdrawn the confidentiality designation, all
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`parties shall continue to afford the material in question the level of protection to
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`which it is entitled under the Producing Party’s designation until the Court rules on
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`the challenge.
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`7. ACCESS TO AND USE OF PROTECTED MATERIAL
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`7.1 Basic Principles. A Receiving Party may use Protected Material that
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`is disclosed or produced by another Party or by a Non-Party in connection with this
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`-10-
`STIPULATED PROTECTIVE ORDER
`
`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 10
`
`

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`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 11 of 28 Page ID #:1129
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`Action only for prosecuting, defending, or attempting to settle this Action. Such
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`Protected Material may be disclosed only to the categories of persons and under
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`the conditions described in this Order. When the Action has been terminated, a
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`Receiving Party must comply with the provisions of section 13 below (FINAL
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`DISPOSITION).
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`
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`Protected Material must be stored and maintained by a Receiving Party at a
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`location and in a secure manner that ensures that access is limited to the persons
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`authorized under this Order.
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`7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless
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`otherwise ordered by the Court or permitted in writing by the Designating Party, a
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`Receiving Party may disclose any information or item designated
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`“CONFIDENTIAL” only to:
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`(a)
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`the Receiving Party’s Outside Counsel of Record in this Action, as
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`well as personnel of said Outside Counsel of Record to whom it is reasonably
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`necessary to disclose the information for this Action;
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`(b)
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`up to three officers, directors, and employees (including House
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`Counsel) of the Receiving Party to whom disclosure is reasonably necessary for
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`this Action and who have signed the “Acknowledgment and Agreement to Be
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`Bound” (Exhibit A);
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`(c) Experts (as defined in this Order) of the Receiving Party to whom
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`disclosure is reasonably necessary for this Action and who have signed the
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`“Acknowledgment and Agreement to Be Bound” (Exhibit A);
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`(d)
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`the Court and its personnel;
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`(e)
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`court reporters and their staff;
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`(f)
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`professional jury or trial consultants, mock jurors, and Professional
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`Vendors to whom disclosure is reasonably necessary for this Action and who have
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`signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);
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`-11-
`STIPULATED PROTECTIVE ORDER
`
`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 11
`
`

`

`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 12 of 28 Page ID #:1130
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`(g)
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`the author or recipient of a document containing the information or a
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`custodian or other person who otherwise possessed or knew the information;
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`(h)
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`during their depositions, witnesses, and attorneys for witnesses, in the
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`Action to whom disclosure is reasonably necessary provided: (1) the deposing
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`party requests that the witness sign the form attached as Exhibit A hereto; and (2)
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`they will not be permitted to keep any confidential information unless they sign the
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`“Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise
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`agreed by the Designating Party or ordered by the Court. Pages of transcribed
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`deposition testimony or exhibits to depositions that reveal Protected Material may
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`be separately bound by the court reporter and may not be disclosed to anyone
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`except as permitted under this Stipulated Protective Order; and
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`(i)
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`any mediator or settlement officer, and their supporting personnel,
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`mutually agreed upon by any of the parties engaged in settlement discussions.
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`7.3 Disclosure of “HIGHLY CONFIDENTIAL – OUTSIDE COUNSEL
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`ONLY” Information or Items. Unless otherwise ordered by the Court or permitted
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`in writing by the Designating Party, a Receiving Party may disclose any
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`information or item designated “HIGHLY CONFIDENTIAL – OUTSIDE
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`COUNSEL ONLY” only to:
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`(a)
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`the Receiving Party’s Outside Counsel of Record in this Action, as
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`well as personnel of said Outside Counsel of Record to whom it is reasonably
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`necessary to disclose the information for this Action;
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`(b) Experts (as defined in this Order) of the Receiving Party to whom
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`disclosure is reasonably necessary for this Action and who have signed the
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`“Acknowledgment and Agreement to Be Bound” (Exhibit A);
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`(c)
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`the Court and its personnel;
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`(d)
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`court reporters and their staff;
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`(e)
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`professional jury or trial consultants, mock jurors, and Professional
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`-12-
`STIPULATED PROTECTIVE ORDER
`
`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 12
`
`

`

`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 13 of 28 Page ID #:1131
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`Vendors to whom disclosure is reasonably necessary for this Action and who have
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`signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);
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`(f)
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`the author or recipient of a document containing the information or a
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`custodian or other person who otherwise possessed or knew the information;
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`(g)
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`during their depositions, witnesses, and attorneys for witnesses, in the
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`Action to whom disclosure is reasonably necessary provided: (1) the deposing
`
`party requests that the witness sign the form attached as Exhibit A hereto; and (2)
`
`they will not be permitted to keep any confidential information unless they sign the
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`“Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise
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`10
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`agreed by the Designating Party or ordered by the Court. Pages of transcribed
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`deposition testimony or exhibits to depositions that reveal Protected Material may
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`12
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`be separately bound by the court reporter and may not be disclosed to anyone
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`except as permitted under this Stipulated Protective Order; and
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`(h)
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`any mediator or settlement officer, and their supporting personnel,
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`mutually agreed upon by any of the parties engaged in settlement discussions.
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`7.4 Disclosure of “HIGHLY CONFIDENTIAL SOURCE CODE –
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`OUTSIDE COUNSEL ONLY” Information and Items. To the extent production
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`of Source Code becomes necessary to the prosecution or defense of this case, a
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`Producing Party may designate Source Code as “HIGHLY CONFIDENTIAL
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`SOURCE CODE – OUTSIDE COUNSEL ONLY” if it comprises or includes
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`confidential, proprietary, and/or trade secret Source Code.
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`(a) Nothing in this Order shall be construed as a representation or
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`admission that Source Code is properly discoverable in this action, or to obligate
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`any Party to produce any Source Code.
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`(b) Material designated as “HIGHLY CONFIDENTIAL SOURCE CODE
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`– OUTSIDE COUNSEL ONLY” shall be subject to the following additional
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`restrictions and protections:
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`
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`
`
`-13-
`STIPULATED PROTECTIVE ORDER
`
`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 13
`
`

`

`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 14 of 28 Page ID #:1132
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`(i) A single electronic copy of Source Code (source code and/or
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`executable code) shall be made available for inspection on a stand-alone, non-
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`networked computer without Internet access provided by the Producing Party (“the
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`Source Code Computer”) during the hours of 9:00 A.M. – 5:00 P.M. on business
`
`days, subject to 10 business days advance notice prior to the first inspection of the
`
`Source Code and at least 3 business days advance notice for subsequent
`
`inspections.
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`(ii) The Source Code Computer shall be password protected and
`
`supplied by the Producing Party. At the option of the Producing Party, the Source
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`Code Computer may be further protected using encryption.
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`(iii) The Source Code Computer shall be located and secured in a
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`room at an office of Producing Party’s counsel.
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`(iv) No recordable media or recording devices shall be permitted
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`into the room where the Source Code is reviewed. Photographs or imaging of the
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`Source Code or Source Code Computer is prohibited. The Receiving Party’s
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`Outside Counsel of Record, and/or Experts shall be entitled to take handwritten
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`17
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`notes relating to the Source Code but may not copy the Source Code into the notes
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`and may not take such notes electronically on the Source Code Computer itself. No
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`copies of all or any portion of the Source Code may leave the room in which the
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`Source Code is inspected except as otherwise provided herein. Further, no other
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`written or electronic record of the Source Code is permitted except as otherwise
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`provided herein. The Producing Party may visually monitor the activities of the
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`Receiving Party’s representatives during any Source Code review, but only to
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`24
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`ensure that no unauthorized electronic records of the Source Code and that no
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`information concerning the Source Code are being created or transmitted in any
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`26
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`way.
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`(v) Except as specifically authorized by this section, Source Code
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`-14-
`STIPULATED PROTECTIVE ORDER
`
`Sleep Number Corp.
`EXHIBIT 2029
`IPR2019-00514
`Page 14
`
`

`

`Case 5:18-cv-00356-AB-SP Document 69 Filed 07/25/18 Page 15 of 28 Page ID #:1133
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`or details about how it is implemented may not be disclosed, printed,
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`photographed, copied, removed, electronically transmitted or otherwise reproduced
`
`without the agreement of the Producing Party or further order of the Court.
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`Summaries, descriptions or accounts of Source Code may be shared only with
`
`Receiving Party’s Outside Counsel of Record and Experts to whom disclosure is
`
`reasonably necessary for this Action and who have signed the “Acknowledgment
`
`and Agreement to Be Bound” (Exhibit A). The Receiving Party shall not tamper
`
`with any safeguards designed to prevent these activities or otherwise attempt to
`
`circumvent any provision of this section.
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`(vi) No electronic copies of Source Code s