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`Exhibit A
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
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`RAYTHEON COMPANY,
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`Plaintiff.
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`vs.
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`SAMSUNG ELECTRONICS CO., LTD., ET
`AL.,
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`Defendants.
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`Civil Action No. 2:15-CV-341-JRG-RSP
`LEAD CASE
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`JURY TRIAL DEMANDED
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`AGREED PROTECTIVE ORDER
`REGARDING THE DISCLOSURE AND USE OF DISCOVERY MATERIALS
`______________________________________________________________________________
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`WHEREAS, Plaintiff RAYTHEON COMPANY and Defendants SONY KABUSHIKI
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`KAISHA (A/K/A SONY CORPORATION), SONY CORPORATION OF AMERICA, SONY
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`SEMICONDUCTOR CORPORATION,
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`SONY
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`EMCS CORPORATION,
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`SONY
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`ELECTRONICS INC., SONY MOBILE COMMUNICATIONS INC., SONY MOBILE
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`COMMUNICATIONS AB, SONY MOBILE COMMUNICATIONS
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`(USA)
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`INC.,
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`OMNIVISION TECHNOLOGIES, INC., APPLE INC., SAMSUNG ELECTRONICS CO.,
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`LTD., SAMSUNG ELECTRONICS AMERICA, INC., SAMSUNG SEMICONDUCTOR, INC.,
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`and SAMSUNG TELECOMMUNICATIONS AMERICA, LLC, hereafter referred to as “the
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`Parties,” believe that certain information that is or will be encompassed by discovery demands by
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`the Parties involves the production or disclosure of trade secrets, confidential business
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`information, or other proprietary information;
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`WHEREAS, the Parties seek a protective order limiting disclosure thereof in accordance with
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`1
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`Federal Rule of Civil Procedure 26(c):
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`1.
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`THEREFORE, it is hereby stipulated among the Parties and ORDERED that:
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`Each Party may designate as confidential for protection under this Order, in whole or in part,
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`any document, information or material that constitutes or includes, in whole or in part,
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`confidential or proprietary information or trade secrets of the Party or a Third Party to whom
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`the Party reasonably believes it owes an obligation of confidentiality with respect to such
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`document, information or material (“Protected Material”). Protected Material shall be
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`designated by the Party producing it by affixing a legend or stamp on such document,
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`information or material as follows: “CONFIDENTIAL,” “RESTRICTED – OUTSIDE
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`ATTORNEYS’ EYES ONLY,” “RESTRICTED CONFIDENTIAL SOURCE CODE,”
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`“THIS DOCUMENT CONTAINS TECHNICAL DATA CONTROLLED UNDER THE
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`INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) AND MAY NOT BE
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`EXPORTED, REEXPORTED, TEMPORARILY IMPORTED, TRANSFERRED, OR
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`RETRANSFERRED TO ANY NON-U.S. PERSON, COUNTRY OR ENTITY, BY ANY
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`MEANS, WITHOUT THE APPROPRIATE APPROVAL OF THE U.S. DEPARTMENT
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`OF STATE, DIRECTORATE OF DEFENSE TRADE CONTROLS (DDTC)” (“ITAR-
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`RESTRICTED”), and/or “SUBJECT TO PROSECUTION BAR” (the foregoing
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`collectively, “DESIGNATED MATERIAL”). The confidentiality designation shall be
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`placed clearly on each page of the Protected Material (except deposition and hearing
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`transcripts) for which such protection is sought. For deposition and hearing transcripts, the
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`confidentiality designation shall be placed on the cover page of the transcript (if not already
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`present on the cover page of the transcript when received from the court reporter) by each
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`attorney receiving a copy of the transcript after that attorney receives notice of the
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`designation of some or all of that transcript.
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`2
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`2.
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`Any document produced under Patent Rules 2-2, 3-2, and/or 3-4 before issuance of this
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`Order with the designation “Confidential” or “Confidential - Outside Attorneys’ Eyes Only”
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`shall receive the same treatment as if designated “RESTRICTED – OUTSIDE
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`ATTORNEYS’ EYES ONLY” under this Order, unless and until such document is
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`redesignated to have a different classification under this Order.
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`3.
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`With respect to documents, information or material that is DESIGNATED
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`MATERIAL1 subject to the provisions herein and unless otherwise stated, this Order
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`governs, without limitation: (a) all documents, electronically stored information, and/or
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`things as defined by the Federal Rules of Civil Procedure; (b) all pretrial, hearing or
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`deposition testimony, or documents marked as exhibits or for identification in depositions
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`and hearings; (c) pretrial pleadings, exhibits to pleadings and other court filings; (d)
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`affidavits; and (e) stipulations. All copies, reproductions, extracts, digests and complete
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`or partial summaries prepared from any DESIGNATED MATERIALS shall also be
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`considered DESIGNATED MATERIAL and treated as such under this Order.
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`4. A designation of Protected Material (i.e., “CONFIDENTIAL,” “RESTRICTED –
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`OUTSIDE ATTORNEYS’ EYES ONLY,” “ITAR-RESTRICTED,” “RESTRICTED
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`CONFIDENTIAL SOURCE CODE,” or “SUBJECT TO PROSECUTION BAR”) may
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`be made at any time. The inadvertent failure by a Producing Party to properly designate
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`Protected Material with one of the designations provided for under this Order shall not be
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`1 The term DESIGNATED MATERIAL is used throughout this Protective Order to refer
`to the class of materials designated as “CONFIDENTIAL,” “RESTRICTED – OUTSIDE
`ATTORNEYS’ EYES ONLY,” “ITAR-RESTRICTED,” “SUBJECT TO PROSECUTION
`BAR” or “RESTRICTED CONFIDENTIAL SOURCE CODE,” both individually and
`collectively.
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`3
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`deemed a waiver in whole or in part of a claim for such designations provided that the
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`Producing Party follows the procedures identified in Paragraph 27. The ITAR contains
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`additional provisions relating to the disclosure of any actual or suspected infractions
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`regarding “ITAR-RESTRICTED” documents and things.2 Any party aware of actual or
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`suspected ITAR infractions will immediately inform Raytheon Company and await
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`further instructions from Raytheon Company or its Counsel.
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`5.
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`“CONFIDENTIAL” documents, information and material may be disclosed only to the
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`following persons, except upon receipt of the prior written consent of the designating party,
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`upon order of the Court, or as set forth in paragraph 16 herein:
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`(a) outside counsel of record in this Action for the Parties;
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`employees of such counsel assigned to and reasonably necessary to assist such
`counsel in the litigation of this Action;
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`(b)
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`(c)
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`(d)
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`up to and including five (5) designated representatives (who may be, but need not
`be, in-house counsel) of each of the Parties to the extent reasonably necessary for
`the litigation of this Action, as well as their immediate paralegals and staff, to
`whom disclosure is reasonably necessary for this case, provided that: (a) each
`such person has agreed to be bound by the provisions of the Protective Order by
`signing a copy of Exhibit A; and (b) no unresolved objections to such disclosure
`exist after notice has been given to all Parties. Either party may in good faith
`request
`the other party’s consent
`to designate one or more additional
`representatives, the other party shall not unreasonably withhold such consent, and
`the requesting party may seek leave of Court to designate such additional
`representative(s) if the requesting party believes the other party has unreasonably
`withheld such consent;
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`outside consultants or experts (i.e., not existing employees or affiliates of a Party or
`an affiliate of a Party) retained for the purpose of this litigation, provided that: (1)
`such consultants or experts are not presently employed by the Parties hereto for
`purposes other than this Action; (2) before access is given, the consultant or expert
`has completed the Undertaking attached as Exhibit A hereto and the same is served
`upon the producing Party with the following information relating to the consultant
`or expert at least ten (10) days before access to the Protected Material is to be
`given to that consultant or Undertaking to object to and notify the receiving Party
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`2 See ITAR § 127.12
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`4
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`in writing that it objects to disclosure of Protected Material to the consultant or
`expert:
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`(i)
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`(ii)
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`(iii)
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`(iv)
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`(v)
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`(vi)
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`(vii)
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`the name of the Person;
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`an up-to-date curriculum vitae of the Person;
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`the present employer and title of the Person;
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`an identification of all of the Person’s past and current employment and
`consulting relationships, including direct relationships and relationships
`through entities owned or controlled by the Person, including but not limited
`to an identification of any individual or entity with or for whom the person
`is employed or to whom the person provides consulting services relating to
`the manufacturing, design, development, operation, or patenting of image
`sensors, or relating to the acquisition of intellectual property assets relating
`to image sensors, including, but not limited to, backside-illuminated image
`sensors;
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`an identification of all pending patent applications on which the Person is
`named as an inventor, in which the Person has any ownership interest, or as
`to which the Person has had or anticipates in the future any involvement in
`advising on, consulting on, preparing, prosecuting, drafting, editing,
`amending, or otherwise affecting the scope of the claims;
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`a list of the cases in which the Person has testified at deposition or trial
`within the last four (4) years; and
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`such other information regarding the Person’s professional activities
`reasonably requested by the Producing Party for it to evaluate whether good
`cause exists to object to the disclosure of Protected Material to the outside
`expert or consultant. The Parties agree to promptly confer and use good
`faith to resolve any such objection. For purposes of this section, good cause
`for an objection shall include an objectively reasonable concern that the
`Person will, advertently or inadvertently, use or disclose Protected Materials
`in a way or ways that are inconsistent with the provisions contained in this
`Order. If the Parties are unable to resolve any objection, the objecting Party
`may file a motion with the Court within fifteen (15) days of the notice, or
`within such other time as the Parties may agree, seeking a protective order
`with respect to the proposed disclosure. The objecting Party shall have the
`burden of proving the need for a protective order. No disclosure shall occur
`until all such objections are resolved by agreement or Court order;
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`(e) independent litigation support services, including persons working for or as court
`reporters, graphics or design services, jury or trial consulting services, and
`photocopy, document imaging, and database services retained by counsel and
`reasonably necessary to assist counsel with the litigation of this Action; and
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`5
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`(f)
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`(g)
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`(h)
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`the Court and its personnel;
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`any mediator who is assigned to hear this matter, and his or her staff, subject to
`their agreement to maintain confidentiality to the same degree as required by this
`Protective Order; and
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`any other person with the prior written consent of the Producing Party.
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`6.
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`An initial failure to object to a Person under Paragraph 5(d) shall not preclude the non-
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`objecting Party from later objecting to continued access by that Person for good cause. If
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`an objection is made, the Parties shall meet and confer via telephone or in person within
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`seven (7) days following the objection and attempt in good faith to resolve the dispute
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`informally. If the dispute is not resolved, the Party objecting to the disclosure will have
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`seven (7) days from the date of the meet and confer to seek relief from the Court. The
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`designated Person may continue to have access to information that was provided to such
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`Person prior to the date of the objection. If a later objection is made, no further Protected
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`Material shall be disclosed to the Person until the Court resolves the matter or the
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`Producing Party withdraws its objection. Notwithstanding the foregoing, if the Producing
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`Party fails to move for a protective order within seven (7) business days after the meet and
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`confer, further Protected Material may thereafter be provided to the Person.
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`7.
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`A Party shall designate documents, information or material as “CONFIDENTIAL” only
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`upon a good faith belief that the documents, information or material contains confidential
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`or proprietary information or trade secrets of the Party or a Third Party to whom the Party
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`reasonably believes it owes an obligation of confidentiality with respect to such documents,
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`information or material.
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`8.
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`Documents, information or material produced pursuant to any discovery request in this
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`Action, including but not limited to Protected Material designated as DESIGNATED
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`MATERIAL, shall be used by the Parties only in the litigation of this Action and shall not
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`be used for any other purpose, including without limitation any other litigation, patent
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`prosecution or acquisition, patent reexamination or reissue proceedings, or any business or
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`competitive purpose or function. Protected Material shall not be distributed, disclosed or
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`made available to anyone except as expressly provided in this Order. Any person or entity
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`who obtains access to DESIGNATED MATERIAL or the contents thereof pursuant to this
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`Order shall not make any copies, duplicates, extracts, summaries or descriptions of such
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`DESIGNATED MATERIAL or any portion thereof except as may be reasonably necessary
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`in the litigation of this Action. Any such copies, duplicates, extracts, summaries or
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`descriptions shall be classified DESIGNATED MATERIALS and subject to all of the
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`terms and conditions of this Order.
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`9.
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`To the extent a producing Party believes that certain Protected Material qualifying to be
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`designated CONFIDENTIAL is so sensitive that its dissemination deserves even further
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`limitation, the producing Party may designate such Protected Material “RESTRICTED –
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`OUTSIDE ATTORNEYS’ EYES ONLY,” or to the extent such Protected Material
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`includes computer source code, scripts, assembly, binaries, object code, source code
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`listings and descriptions of source code, object code listings and descriptions of object
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`code, Hardware Description Language (HDL) and Register Transfer Level (RTL) files
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`that describe the hardware design of any ASIC or other chip, process recipes and
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`descriptions of the details concerning the manufacture and/or fabrication of such chips,
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`and/or live data (that is, data as it exists residing in a database or databases) (“Source
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`Code Material”), the producing Party may designate such Protected Material as
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`“RESTRICTED CONFIDENTIAL SOURCE CODE.”
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`10.
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`For Protected Material designated “RESTRICTED – OUTSIDE ATTORNEYS EYES
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`ONLY,” access to, and disclosure of, such Protected Material shall be limited to
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`individuals listed in paragraphs 5(a-b) and (d-h); provided, however, that access by outside
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`counsel pursuant to paragraph 5(a) be limited to outside counsel who exercise no competitive
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`decision-making authority on behalf of the client, as defined by U.S. Steel v. United
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`States, 730 F.2d 1465, 1468 n.3 (Fed. Cir. 1984).
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`11.
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`For Protected Material designated “RESTRICTED CONFIDENTIAL SOURCE CODE,”
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`the following additional restrictions apply:
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`(a)
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`Access to a Party’s Source Code Material shall be provided only on “stand-alone”
`computer(s) (that is, the computer may not be linked to any network, including a
`local area network (“LAN”), an intranet or the Internet). The stand-alone
`computer(s) may be connected to (i) a printer, or (ii) a device capable of temporarily
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`storing electronic copies solely for the limited purposes permitted pursuant to
`paragraphs 11(g)(v) below. Additionally, except as provided in paragraph 11(g)
`below, the stand-alone computer(s) may only be located at the offices of the
`producing Party’s outside counsel;
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`(b)
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`The receiving Party shall make reasonable efforts to restrict its requests for such
`access to the stand-along computer(s) to normal business hours, which for purposes
`of this paragraph shall be 8:00 a.m. through 6:00 p.m. However, upon reasonable
`notice from the receiving party, the producing Party shall make reasonable efforts to
`accommodate the receiving Party’s request for access to the stand-alone computer(s)
`outside of normal business hours. The Parties agree to cooperate in good faith such
`that maintaining the producing Party’s Source Code Material at the offices of its
`outside counsel shall not unreasonably hinder the receiving Party’s ability to
`efficiently and effectively conduct the prosecution or defense of this Action;
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`(c)
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`The producing Party shall provide the receiving Party with information explaining
`how to start, log on to, and operate the stand-alone computer(s) in order to access the
`produced Source Code Material on the stand-alone computer(s);
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`(d)
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`The producing Party will produce Source Code Material in computer searchable
`format on the stand-alone computer(s) as described above;
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`(e)
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`Access to Protected Material designated “ RESTRICTED CONFIDENTIAL
`- SOURCE CODE” shall be limited to outside counsel and up to three (3) outside
`consultants or experts3 (i.e., not existing employees or affiliates of a Party or an
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`3 For the purposes of this paragraph, an outside consultant or expert is defined to include
`the outside consultant’s or expert’s direct reports and other support personnel, such that the
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`(f)
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`(g)
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`affiliate of a Party) retained for the purpose of this litigation and approved to access
`such Protected Materials pursuant to paragraph 5(d) above, provided they exercise
`no competitive decision-making authority on behalf of the client, as defined by
`U.S. Steel v. United States, 730 F.2d 1465, 1468 n.3 (Fed. Cir. 1984). A receiving
`Party may include excerpts of Source Code Material in a pleading, exhibit, expert
`report, discovery document, deposition transcript, other Court document, provided
`that the Source Code Documents are appropriately marked under this Order,
`restricted to those who are entitled to have access to them as specified herein, and,
`if filed with the Court, filed under seal in accordance with the Court’s rules,
`procedures and orders;
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`To the extent portions of Source Code Material are quoted in a Source Code
`Document, either (1) the entire Source Code Document will be stamped and treated
`as “RESTRICTED CONFIDENTIAL SOURCE CODE” or (2) those pages
`containing quoted Source Code Material will be separately stamped and
`treated as “RESTRICTED CONFIDENTIAL SOURCE CODE”;
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`Source Code Material that is designated “RESTRICTED CONFIDENTIAL
`SOURCE CODE” shall be produced for inspection and review subject to the
`following provisions, unless otherwise agreed by the Producing Party:
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`(i)
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`All Source Code Material shall be made available by the Producing Party to
`the Receiving Party’s outside counsel and/or experts in a secure room on a
`secured computer without Internet access or network access to other
`computers and on which all access ports have been disabled (except for one
`printer port), as necessary and appropriate to prevent and protect against any
`unauthorized copying, transmission, removal or other transfer of any Source
`Code Material outside or away from the computer on which the Source
`Code Material is provided for inspection (the “Source Code Computer” in
`the “Source Code Review Room”). The Producing Party shall install tools
`that are sufficient for viewing and searching the Source Code Material
`produced, on the platform produced, if such tools exist. The Receiving
`Party’s outside counsel and/or experts may request that commercially
`available software tools for viewing and searching Source Code Material be
`installed on the secured computer, provided, however, that (a) the Receiving
`Party possesses an appropriate license to such software tools; (b) the
`Producing Party approves such software tools; and (c) such other software
`tools are reasonably necessary for the Receiving Party to perform its review
`of the Source Code Material consistent with all of the protections herein.
`The Receiving Party must provide the Producing Party with such licensed
`software tool(s) at least twenty-one (21) days in advance of the date upon
`which the Receiving Party wishes to have the additional software tools
`available for use on the Source Code Computer.
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`disclosure to a consultant or expert who employs others within his or her firm to help in his or
`her analysis shall count as a disclosure to a single consultant or expert.
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`9
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`(ii)
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`(iii)
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`(iv)
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`(v)
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`No recordable media or recordable devices, including without limitation
`sound recorders, computers, cellular telephones, peripheral equipment,
`cameras, CDs, DVDs, or drives of any kind, shall be permitted into the
`Source Code Review Room.
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`The Receiving Party’s outside counsel and/or experts shall be entitled to
`take notes relating to the Source Code Material but may not copy the Source
`Code Material into the notes and may not take such notes electronically on
`the Source Code Computer itself or any other computer.
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`The Producing Party may visually monitor the activities of the Receiving
`Party’s representatives during any Source Code Material review, but only to
`ensure that no unauthorized electronic records of the Source Code Material
`and no information concerning the Source Code Material are being created
`or transmitted in any way.
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`No copies of all or any portion of the Source Code Material may leave the
`room in which the Source Code Material is inspected except as otherwise
`provided herein. Further, no other written or electronic record of the Source
`Code Material is permitted except as otherwise provided herein. The
`Producing Party shall make available a laser printer with commercially
`reasonable printing speeds for on-site printing during inspection of the
`Source Code Material. The Receiving Party may print limited portions of
`the Source Code Material only when necessary to prepare court filings or
`pleadings or other papers (including a testifying expert’s expert report). Any
`printed portion that consists of more than five (5) pages of a continuous
`block of Source Code Material shall be presumed to be excessive, and the
`burden shall be on the Receiving Party to demonstrate the need for such a
`printed copy. The Receiving Party may print out no more than 20 pages
`total. The Receiving Party shall not print Source Code Material in order to
`review blocks of Source Code Material elsewhere in the first instance, i.e.,
`as an alternative to reviewing that Source Code Material electronically on
`the Source Code Computer, as the Parties acknowledge and agree that the
`purpose of the protections herein would be frustrated by printing portions of
`code for review and analysis elsewhere, and that printing is permitted only
`when necessary to prepare court filings or pleadings or other papers
`(including a testifying expert’s expert report). Upon printing any such
`portions of Source Code Material, the printed pages shall be collected by the
`Producing Party. The Producing Party shall Bates number, copy, and label
`“RESTRICTED CONFIDENTIAL SOURCE CODE” any pages printed by
`the Receiving Party. Within fourteen (14) days, the Producing Party shall
`either (i) provide one copy set of such pages to the Receiving Party or (ii)
`inform the Requesting Party that it objects that the printed portions are
`excessive and/or not done for a permitted purpose. If, after meeting and
`conferring, the Producing Party and the Receiving Party cannot resolve the
`objection, the Receiving Party shall be entitled to seek a Court resolution of
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`10
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`whether the printed Source Code Material in question is narrowly tailored
`and was printed for a permitted purpose. The burden shall be on the
`Receiving Party to demonstrate that such printed portions are no more than
`is reasonably necessary for a permitted purpose and not merely printed for
`the purposes of review and analysis elsewhere. The printed pages shall
`constitute part of the Source Code Material produced by the Producing Party
`in this action.
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`(vi) All persons who will review a Producing Party’s Source Code Material on
`behalf of a Receiving Party, including members of a Receiving Party’s
`outside law firm, shall be identified in writing to the Producing Party at least
`five (5) days in advance of the first time that such person reviews such
`Source Code Material. Such identification shall be in addition to any other
`disclosure required under this Order. All persons viewing Source Code
`shall sign on each day they view Source Code Material a log that will
`include the names of persons who enter the locked room to view the Source
`Code Material and when they enter and depart. The Producing Party shall
`be entitled to a copy of the log upon one (1) day’s advance notice to the
`Receiving Party.
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`(vii) Unless otherwise agreed in advance by the Parties in writing, following each
`day on which inspection is done under this Order, the Receiving Party’s
`outside counsel and/or experts shall remove all notes, documents, and all
`other materials from the Source Code Review Room. The Producing Party
`shall not be responsible for any items left in the room following each
`inspection session, and the Receiving Party shall have no expectation of
`confidentiality for any items left in the room following each inspection
`session without a prior agreement to that effect. Proper identification of all
`authorized persons shall be provided prior to any access to the secure room
`or the computer containing Source Code Material. Proper identification
`requires showing, at a minimum, a photo identification card sanctioned by
`the government of any State of the United States, by the government of the
`United States, or by the nation state of the authorized person’s current
`citizenship. Access to the secure room or the Source Code Computer may be
`denied, at the discretion of the Producing Party, to any individual who fails
`to provide proper identification.
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`(viii) Other than as provided above, the Receiving Party will not copy, remove, or
`otherwise transfer any Source Code Material from the Source Code
`Computer including, without limitation, copying, removing, or transferring
`the Source Code Material onto any recordable media or recordable device.
`The Receiving Party will not transmit any Source Code Material in any way
`from the Producing Party’s facilities or the offices of its outside counsel of
`record.
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`(ix)
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`The Receiving Party’s outside counsel of record may make no more than
`three (3) additional paper copies of any portions of the Source Code
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`(x)
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`(xi)
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`Material received from a Producing Party pursuant to Paragraph 11(g)(v),
`not including copies attached to court filings or used at depositions, and
`shall maintain a log of all paper copies of the Source Code Material. The
`log shall include the names of the reviewers and/or recipients of paper
`copies and locations where the paper copies are stored. Upon one (1) day’s
`advance notice to the Receiving Party by the Producing Party, the Receiving
`Party shall provide a copy of this log to the Producing Party.
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`The Receiving Party’s outside counsel of record and any person receiving a
`copy of any Source Code Material shall maintain and store any paper copies
`of the Source Code Material at their offices in a manner that prevents
`duplication of or unauthorized access to the Source Code Material,
`including, without limitation, storing the Source Code in a locked room or
`cabinet at all times when it is not in use. No more than a total of ten (10)
`individuals identified by the receiving party shall have access to the printed
`portions of the Source Code Material (except insofar as such code appears in
`any court filing or expert report).
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`For depositions, the Receiving Party shall not bring copies of any printed
`Source Code Material. Rather, at least ten (10) days before the date of the
`deposition, the Receiving Party shall notify the Producing Party about the
`specific portions of Source Code Material it wishes to use at the deposition,
`and the Producing Party shall bring printed copies of those portions to the
`deposition for use by the Receiving Party. Copies of Source Code Material
`that are marked as deposition exhibits shall not be provided to the Court
`Reporter or attached to deposition transcripts; rather, the deposition record
`will identify the exhibit by its production numbers. All paper copies of
`Source Code Material brought to the deposition shall remain with the
`Producing Counsel’s Party’s outside counsel for secure destruction in a
`timely manner following the deposition.
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`(xii) Except as provided in this sub-paragraph, absent express written permission
`from the Producing Party, the Receiving Party may not create electronic
`images, or any other images, or make electronic copies, of the Source Code
`Material from any paper copy of Source Code Material for use in any
`manner (including by way of example only, the Receiving Party may not
`scan the Source Code Material to a PDF or photograph the code). Images or
`copies of Source Code Material shall not be included in correspondence
`between the Parties (references to production numbers shall be used
`instead), and shall be omitted from pleadings and other papers whenever
`possible. If a Party reasonably believes that it needs to submit a portion of
`Source Code Material as part of a filing with the Court, the Parties shall
`meet and confer as to how to make such a filing while protecting the
`confidentiality of the Source Code and such Source Code Material will not
`be filed absent agreement from the Producing Party that the confidentiality
`protections will be adequate. If a Producing Party agrees to produce an
`electronic copy of all or any portion of its Source Code Material or provide
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`written permission to the Receiving Party that an electronic or any other
`copy needs to be made for a Court filing, access to the Receiving Party’s
`submission, communication, and/or disclosure of electronic files or other
`materials containing any portion of Source Code Material (paper or
`electronic) shall at all times be limited solely to individuals who are
`expressly authorized to view Source Code Material under the provisions of
`this Order. Where the Producing Party has provided the express written
`permission required under this provision for a Receiving Party to create
`electronic copies of Source Code Material, the Receiving Party shall
`maintain a log of all such electronic copies of any portion of Source Code
`Material in its possession or in the possession of its retained consultants,
`including the names of the reviewers and/or recipients of any such electronic
`copies, and the locations and manner in which the electronic copies are
`stored.
` Additionally, any such electronic copies must be labeled
`“RESTRICTED -- CONFIDENTIAL SOURCE CODE” as provide