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- 1 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

Jonathan A. Shapiro (257199) Andrea J. Robinson (pro hac vice) Timothy J. Perla (pro hac vice) jonathan.shapiro@wilmerhale.com andrea.robinson@wilmerhale.com timothy.perla@wilmerhale.com WILMER CUTLER PICKERING HALE AND DORR LLP 950 Page Mill Road Palo Alto, California 94304 Tel: (650) 858-6101 Fax: (650) 858-6100 Attorneys for Defendant Life Insurance Company of the Southwest UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION JOYCE WALKER, KIM BRUCE HOWLETT, and MURIEL SPOONER, on behalf of themselves and all others similarly situated, Plaintiffs, vs. LIFE INSURANCE COMPANY OF THE SOUTHWEST, a Texas corporation, and DOES 1-50 Defendant.

Case No.: CV 10-9198-JVS(RNBx) Assigned for all purposes to the Honorable James V. Selna ORDER RE AMENDED PROTECTIVE ORDER

IT IS HEREBY ORDERED as follows:

1. Plaintiffs Joyce Walker, Kim Bruce Howlett, and Muriel Spooner

(“Plaintiffs”) and Defendant Life Insurance Company of the Southwest

(“Defendant” and, together with Plaintiff, the “Parties”) (and possibly third parties)

may produce materials during the course of discovery that are otherwise protected

NOTE: CHANGES MADE BY THE COURT

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- 2 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

from disclosure as confidential. A Party may designate discovery materials as

“Confidential Material” to the extent that the Party, through its counsel, believes in

good faith such discovery materials are confidential because they include any of the

following:

a) trade secrets;

b) confidential research, development, or commercial information

that, if disclosed to the general public or competitors of any

Party, could reasonably and in good faith be expected to result

in specific prejudice or harm to that Party;

c) individual personal information, such as:

i. names other than those of Parties or their employees or

agents;

ii. addresses;

iii. dates directly related to an individual, including birth

date and date of death;

iv. telephone numbers;

v. fax numbers;

vi. electronic mail addresses;

vii. social security numbers; and

viii. medical records.

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- 3 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

2. With respect to documents or information to be designated as

Confidential Material, the producing party or third party (the “Producing Party”)

will identify or otherwise designate such materials as follows:

a) For written material, by placing the following legend on each

applicable page of the document: “CONFIDENTIAL”; and

b) For depositions, by designating the material as

“CONFIDENTIAL INFORMATION PROTECTIVE

ORDER.”

3. All documents and information produced in this action shall be used

only for the purpose of litigating this action (and any appeal taken therefrom) and

shall not be used for any other purpose whatsoever. However, nothing in this

Protective Order is intended to restrict a party’s lawful use of any information or

document covered by the Protective Order, if the same information or document is

obtained by the party through means independent of the discovery process.

4. By producing Confidential Material, the Parties do not waive any

objection regarding admissibility, relevancy, or any other evidentiary ground, all of

which are specifically reserved.

5. If documents and information subject to a claim of privacy, attorney-

client privilege or attorney work-product are inadvertently disclosed to another

party, such disclosure shall in no way prejudice or otherwise constitute a waiver of

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- 4 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

any claim of privacy, attorney-client privilege or attorney work product to which

the Producing Party or other person would be entitled, provided that the Producing

Party took reasonable steps to prevent disclosure and promptly took reasonable

steps to rectify the error. If a claim of inadvertent disclosure is made pursuant to

this paragraph with respect to information then in the custody of another party, such

party will promptly return to the claiming party or person that material as to which

the claim of inadvertent disclosure has been made. The party returning such

material may then move the Court for an order compelling production of the

material on the grounds that (i) the Producing Party waived any applicable privilege

by failing to take reasonable steps to prevent disclosure or promptly to take

reasonable steps to rectify the error; or (ii) the material is not subject to protection

under any claim of privacy, attorney-client privilege, or attorney work-product. To

the extent that any documents inadvertently disclosed have been designated as

Confidential Material, the returning party may also assert a challenge to the

designation of the documents as Confidential Material under Paragraph 12 of this

Order.

6. Confidential Material and any related copies, summaries, extracts,

notes or memoranda, shall not be disclosed except to the following persons, each of

whom shall be bound by the terms of this Order and subject to the jurisdiction of

this Court for purposes of enforcement of this Order:

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- 5 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

a) the Court and its officers or personnel;

b) attorneys at the law firms of record in this action only,

including such attorneys’ legal assistants, paralegals,

stenographic and clerical employees working under counsel’s

direct supervision in this action, as well as outside copying,

graphic, computer services and court reporters performing

services in connection with this action;

c) independent experts, consultants and their employees

specifically retained by the attorneys of record in this action to

assist them in the preparation of this action;

d) the individual plaintiffs and the defendant (including its current

officers, directors and employees) who are directly assisting

counsel with the conduct or resolution of this action;

e) third party witnesses who are being examined by counsel at a

deposition or trial;

f) the author(s), recipient(s), addressee(s), and person(s) copied

with respect to the particular Confidential Material, and their

counsel;

g) court reporters, including stenographers and video technicians

transcribing proceedings in the Litigation; and

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- 6 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

h) any mediator agreed upon by the Parties, and such mediator’s

employees and staff.

7. Before counsel discloses any Confidential Material or its contents

pursuant to Paragraph 5 to any person other than the Court or court personnel,

counsel shall provide that person a copy of this Protective Order. Any person to

whom Confidential Material or its contents is disclosed pursuant to Paragraphs 5(c)

and 5(e)-(f) shall sign a copy of Exhibit A to acknowledge receipt of a copy of this

Protective Order. Counsel who makes a disclosure pursuant to Paragraphs 5(c) and

5(e)-(f) shall sign a copy of Exhibit A to acknowledge delivery of a copy of this

Protective Order. Counsel who makes a disclosure pursuant to Paragraphs 5(c)

and 5(e)-(f) shall retain all executed copies of Exhibit A.

8. Any court reporter who transcribes deposition testimony in this action

shall be informed by any party who may seek to designate the deposition testimony

as Confidential Material before the beginning of any deposition about this Order

and shall be asked to take appropriate steps to preserve confidentiality under the

terms of this Order. Portions of deposition transcripts marked "CONFIDENTIAL

INFORMATION PROTECTIVE ORDER" shall be treated as if they were

Confidential Material.

9. Every person given access to Confidential Material shall not make

copies, duplicates, extracts, summaries or descriptions of such material, or any

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- 7 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

portion thereof, except for use in connection with the litigation. Each and every

duplicate, extract, summary or description produced pursuant to this provision for

use in connection with the litigation shall be treated as Confidential Material subject

to the terms of this Order and may not be disclosed other than pursuant to the

terms hereof.

10. In accordance with Local Rule 79-5.1, if any papers to be filed with

the Court contain information and/or documents that have been designated as

“CONFIDENTIAL” or “CONFIDENTIAL INFORMATION PROTECTIVE

ORDER,” the proposed filing shall be accompanied by an application to file the

papers or the portion thereof containing the designated information or documents (if

such portion is segregable) under seal; and the application shall be directed to the

judge to whom the papers are directed. For motions, the parties shall publicly file a

redacted version of the motion and supporting papers.

11. If any Party wishes to challenge the classification of a document or

testimony as Confidential Material, it shall specify in writing to counsel for the

Producing Party the document or testimony it wishes to have declassified. If there

is any dispute as to whether a document or testimony may be declassified, such

document or testimony shall be treated as Confidential Material until such dispute

is resolved. In any dispute as to whether a document or testimony should be

declassified, the burden shall be on the Party claiming confidentiality to prove that

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- 8 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

there is good cause why the document or information should be classified as

Confidential Material and should not be part of the public record in this case and to

articulate the specific prejudice or harm that will result if the documents are not

protected from disclosure. Any motion challenging a designation of material as

Confidential Material must be made in accordance with Local Rules 37-1 and 37-2.

12. If any Party wishes to disclose any Confidential Material to anyone

other than those permitted under Paragraph 5 above, prior written notice shall be

served on counsel for Producing Party, which notice shall include: the identity of

that person, the information to be disclosed, and a written acknowledgement as set

forth in Exhibit A, duly executed by that person. The Producing Party shall object

to such disclosure in writing within ten (10) calendar days of its receipt of such

written notice. If the Producing Party objects to the disclosure, no such disclosure

shall be made unless the receiving party obtains leave of Court. If the Producing

Party does not object to the disclosure within ten (10) calendar days of receiving

written notice, as set forth above, the identified material may be disclosed to the

specified party and shall be treated as Confidential Material in accordance with

this Order. Failure to object to disclosure of Confidential Material to a specified

third party in accordance with this paragraph shall not be deemed a waiver of the

provisions of this Order protecting such Confidential Material as to any other

party.

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- 9 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

13. Entering into or agreeing to this Order, and/or producing or receiving

Confidential Material or otherwise complying with the terms of this Order, shall

not: (i) prejudice in any way the rights of any Party to object to the production of

documents or information it considers not subject to discovery or to object to the

authenticity or admissibility into evidence of any document, testimony, or other

evidence subject to this Order; (ii) prejudice in any way the rights of a Party to

petition the Court for a further sealing order relating to any information deemed

confidential; (iii) prevent the Parties from agreeing to alter or waive the provisions

or protections provided for herein with respect to any particular Confidential

Material; (iv) constitute an agreement by any Party that any documents or

information designated Confidential Material under this Order are confidential

under Fed. R. Civ. P. 26(c)(1) or other applicable law and, therefore, subject to

protection from disclosure; or (v) prejudice in any way the rights of any Party to

challenge the designation of any documents or information as Confidential

Material.

14. If a Party to this Order receives a subpoena or other form of judicial

process compelling disclosure of Confidential Material, the Party shall, at least

fourteen (14) days prior to the demanded disclosure, provide counsel for the

Producing Party written notice by facsimile transmission or hand delivery of the

subpoena or other form of judicial process calling for the disclosure of Confidential

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- 10 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

Material. If written notice cannot be provided at least fourteen (14) days prior to

the time for production or other disclosure, the Party shall, in addition to the

written notice described above, give notice to counsel for the Producing Party by

telephone. In no event shall production or disclosure be made before reasonable

notice is given to counsel for the Producing Party. The purpose of this paragraph

is to give the Producing Party an opportunity to object to the production or

disclosure of Confidential Information pursuant to compulsory process.

However, nothing contained in this Order is intended to be construed as

authorizing a party to disobey a lawful subpoena issued in another action.

15. Nothing in this Order shall prevent any Producing Party from using or

disclosing its own documents or information in any way it chooses. In addition,

nothing in this Order shall be construed in any way to control the use of documents

or information received at any time outside the course of the discovery process in

this litigation by a Party to this Order.

16. Upon final determination of this action, whether by judgment,

settlement or otherwise, including all appeals:

a) counsel of record in this action and any other person who has

received Confidential Material shall immediately assemble all

such Confidential Material received, along with all copies,

extracts, summaries and compilations of that material (except

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- 11 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

material constituting the work-product of any counsel which

shall be treated as Confidential Material and kept confidential

indefinitely) and shall immediately either (1) return such

materials to the Producing Party, or (2) destroy such materials

and promptly provide written confirmation of such destruction;

and

b) counsel of record will continue to protect the confidentiality of

information contained in any work-product material retained

under subparagraph (a) above.

17. The execution of this Order shall not preclude any Party from moving

the Court for other or further protective orders in the course of this action.

18. This Order is subject to amendment and modification by further

written stipulation among counsel of record in this action and/or by order of this

Court. No amendment or modification pursuant to the stipulation of the parties

shall have the force or effect of a Court order unless the Court approves the

amendment or modification.

// // // // //

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- 12 - AMENDED PROTECTIVE ORDER, SACV 10-9198-JVS (RNBx)

19. To the extent not otherwise provided for herein, no Party shall file any

motion for a protective order or any motion to compel without first meeting and

conferring pursuant to Local Rules 37-1 and 37-2 with the other Parties regarding

such motion.

IT IS SO ORDERED. Dated: August 26, 2011 Honorable Robert N. Block United States Magistrate Judge

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