Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 1 of 30 PageID #: 891
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`C.A. No. 1:23-cv-00278-MN
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`PAYRANGE, INC.,
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`Plaintiff,
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`v.
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`CSC SERVICEWORKS, INC.,
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`Defendant.
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`[PROPOSED] PROTECTIVE ORDER REGARDING THE DISCLOSURE
`AND USE OF DISCOVERY MATERIALS
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`Plaintiff PayRange,
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`Inc
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`(“Plaintiff”) and Defendant CSC ServiceWorks,
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`Inc.
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`(“Defendant”) anticipate that documents, testimony, or information containing or reflecting
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`confidential, proprietary, trade secret, and/or commercially sensitive information are likely to be
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`disclosed or produced during the course of discovery, initial disclosures, and supplemental
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`disclosures in this case and request that the Court enter this Order setting forth the conditions for
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`treating, obtaining, and using such information.
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`Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, the Court finds good cause
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`for the following agreed Protective Order Regarding the Disclosure and Use of Discovery
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`Materials (“Order” or “Protective Order”).
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`1.
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`PURPOSES AND LIMITATIONS
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`(a)
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`Protected Material designated under the terms of this Protective Order shall
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`be used by a Receiving Party solely for this case, and shall not be used directly or indirectly for
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`any other purpose whatsoever.
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`(b)
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`The Parties acknowledge that this Order does not confer blanket protections
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`on all disclosures during discovery, or in the course of making initial or supplemental disclosures
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`

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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 2 of 30 PageID #: 892
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`under Rule 26(a). Designations under this Order shall be made with care and shall not be made
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`absent a good faith belief that the designated material satisfies the criteria set forth below. If it
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`comes to a Producing Party’s attention that designated material does not qualify for protection at
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`all, or does not qualify for the level of protection initially asserted, the Producing Party must
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`promptly notify all other Parties that it is withdrawing or changing the designation.
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`2.
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`DEFINITIONS
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`(a)
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`“Discovery Material” means all items or information, including from any
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`non-party, regardless of the medium or manner generated, stored, or maintained (including, among
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`other things, testimony, transcripts, or tangible things) that are produced, disclosed, or generated
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`in connection with discovery or Rule 26(a) disclosures in this case.
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`(b)
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`“Outside Counsel” means (i) outside counsel who appear on the pleadings
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`as counsel for a Party and (ii) partners, associates, and staff of such counsel to whom it is
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`reasonably necessary to disclose the information for this litigation.
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`(c)
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`“Party” means any party to this case, including all of its officers, directors,
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`employees, consultants, retained experts, and outside counsel and their support staffs.
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`(d)
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`“Producing Party” means any Party or non-party that discloses or produces
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`any Discovery Material in this case.
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`(e)
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`“Protected Material” means any Discovery Material that is designated as
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`“CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL
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`- OUTSIDE ATTORNEYS’ EYES ONLY ¬SOURCE CODE,” as provided for in this Order.
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`Protected Material shall not include: (i) advertising materials that have been actually published or
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`publicly disseminated; and (ii) materials that show on their face they have been disseminated to
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`the public.
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 3 of 30 PageID #: 893
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`(f)
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`“Receiving Party” means any Party who receives Discovery Material from
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`a Producing Party.
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`(g)
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`“Source Code” means computer code, scripts, assembly, binaries, object
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`code, source code listings (e.g., file names and path structure), descriptions of source code (e.g.,
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`descriptions of declarations, functions, and parameters), object code listings and descriptions of
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`object code, Hardware Description Language (HDL) or Register Transfer Level (RTL) files that
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`describe the hardware design of any ASIC or other chip, and Computer Aided Design (CAD) files
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`that describe the hardware design of any component.
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`3.
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`COMPUTATION OF TIME
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`The computation of any period of time prescribed or allowed by this Order shall be
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`governed by the provisions for computing time set forth in Federal Rules of Civil Procedure 6.
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`4.
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`SCOPE
`
`(a)
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`The protections conferred by this Order cover not only Discovery Material
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`governed by this Order as addressed herein, but also any information copied or extracted
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`therefrom, as well as all copies, excerpts, summaries, or compilations thereof, plus testimony,
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`conversations, or presentations by Parties or their counsel in court or in other settings that might
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`reveal Protected Material.
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`(b)
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`Nothing in this Protective Order shall prevent or restrict a Producing Party’s
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`own disclosure or use of its own Protected Material for any purpose, and nothing in this Order
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`shall preclude any Producing Party from showing its Protected Material to an individual who
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`prepared the Protected Material.
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 4 of 30 PageID #: 894
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`(c)
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`Nothing in this Order shall be construed to prejudice any Party’s right to
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`use any Protected Material in court or in any court filing with the consent of the Producing Party
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`or by order of the Court.
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`(d)
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`This Order is without prejudice to the right of any Party to seek further or
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`additional protection of any Discovery Material or to modify this Order in any way, including,
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`without limitation, an order that certain matter not be produced at all.
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`5.
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`DURATION
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`Even after the termination of this case, the confidentiality obligations imposed by this
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`Order shall remain in effect until a Producing Party agrees otherwise in writing or a court order
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`otherwise directs.
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`6.
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`ACCESS TO AND USE OF PROTECTED MATERIAL
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`(a)
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`Basic Principles. All Protected Material shall be used solely for this case or
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`any related appellate proceeding, and not for any other purpose. Protected Material shall not be
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`distributed, disclosed or made available to anyone except as expressly provided in this Order.
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`(b)
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`Patent Prosecution Bar. Absent the written consent of the Producing Party,
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`any person who receives one or more items designated “CONFIDENTIAL — ATTORNEYS’
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`EYES ONLY” or “CONFIDENTIAL — ATTORNEYS’ EYES ONLY — SOURCE CODE” shall
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`not be involved, directly or indirectly, in any of the following activities: advising on, consulting
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`on, preparing, prosecuting, drafting, editing, and/or amending of patent applications,
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`specifications, claims, and/or responses to office actions for patents or patent applications of their
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`respective clients regarding the subject matter of the Protected Materials, before any foreign or
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`domestic agency, including the United States Patent and Trademark Office. These prohibitions are
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`not intended to and shall not preclude counsel from participating in proceedings challenging the
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 5 of 30 PageID #: 895
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`validity of any patent, including reexamination, inter partes review, covered business method
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`review, and/or reissue proceedings. These prohibitions shall begin when access
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`to
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`“CONFIDENTIAL — ATTORNEYS’ EYES ONLY” or “CONFIDENTIAL — ATTORNEYS’
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`EYES ONLY — SOURCE CODE” materials are first received by the affected individual, and
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`shall end two (2) years after the final resolution of this action, including all appeals.
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`(c)
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`Secure Storage, No Export. Protected Material must be stored and
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`maintained by a Receiving Party at a location in the United States and in a secure manner that
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`ensures that access is limited to the persons authorized under this Order. To ensure compliance
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`with applicable United States Export Administration Regulations, Protected Material may not be
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`exported outside the United States.
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`(d)
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`Legal Advice Based on Protected Material. Nothing in this Protective Order
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`shall be construed to prevent counsel from advising their clients with respect to this case based in
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`whole or in part upon Protected Materials, provided counsel does not disclose the Protected
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`Material itself except as provided in this Order.
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`(e)
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`Limitations. Nothing in this Order shall restrict in any way a Producing
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`Party’s use or disclosure of its own Protected Material. Nothing in this Order shall restrict in any
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`way the use or disclosure of Discovery Material by a Receiving Party: (i) that is or has become
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`publicly known through no fault of the Receiving Party; (ii) that is lawfully acquired by or known
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`to the Receiving Party independent of the Producing Party; (iii) previously produced, disclosed
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`and/or provided by the Producing Party to the Receiving Party or a non-party without an obligation
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`of confidentiality and not by inadvertence or mistake; (iv) with the consent of the Producing Party;
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`or (v) pursuant to order of the Court.
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 6 of 30 PageID #: 896
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`7.
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`DESIGNATING PROTECTED MATERIAL
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`(a)
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`Available Designations. Any Producing Party may designate Discovery
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`Material with any of the following designations, provided that it meets the requirements for such
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`designations as provided for herein: “CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’
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`EYES ONLY,” or “CONFIDENTIAL —OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE
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`CODE.”
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`(b) Written Discovery and Documents and Tangible Things. Written discovery,
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`documents (which include “electronically stored information,” as that phrase is used in Federal
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`Rule of Procedure 34), and tangible things that meet the requirements for the confidentiality
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`designations listed in Paragraph 7(a) may be so designated by placing the appropriate designation
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`on every page of the written material prior to production. For digital files being produced, the
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`Producing Party may mark each viewable page or image with the appropriate designation, and
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`mark the medium, container, and/or communication in which the digital files were contained. In
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`the event that original documents are produced for inspection, the original documents shall be
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`presumed “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” during the inspection and re-
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`designated, as appropriate during the copying process.
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`(c)
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`Native Files. Where electronic files and documents are produced in native
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`electronic format, such electronic files and documents shall be designated for protection under this
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`Order by appending to the file names or designators information indicating whether the file
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`contains “CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’ EYES ONLY,” or
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`“CONFIDENTIAL -OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE,” material, or
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`shall use any other reasonable method for so designating Protected Materials produced in
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`electronic format. When electronic files or documents are printed for any use, the party printing
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 7 of 30 PageID #: 897
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`the electronic files or documents shall affix a legend to the printed document corresponding to the
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`designation of the Designating Party and including the production number and designation
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`associated with the native file. To the extent native files are used during the course of litigation,
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`the Receiving Party agrees not to alter such native files in any way without the consent of the
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`Producing Party.
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`(d)
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`Depositions and Testimony. Parties or testifying persons or entities may
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`designate depositions and other testimony with the appropriate designation by indicating on the
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`record at the time the testimony is given or by sending written notice of how portions of the
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`transcript of the testimony is designated within thirty (30) days of receipt of the transcript of the
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`testimony. If no indication on the record is made, all information disclosed during a deposition
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`shall be deemed “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” until the time within which
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`it may be appropriately designated as provided for herein has passed. Any Party that wishes to
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`disclose the transcript, or information contained therein, may provide written notice of its intent to
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`treat the transcript as non-confidential, after which time, any Party that wants to maintain any
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`portion of the transcript as confidential must designate the confidential portions within fourteen
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`(14) days, or else the transcript may be treated as non-confidential. Any Protected Material that is
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`used in the taking of a deposition shall remain subject to the provisions of this Protective Order,
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`along with the transcript pages of the deposition testimony dealing with such Protected Material.
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`In such cases the court reporter shall be informed of this Protective Order and shall be required to
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`operate in a manner consistent with this Protective Order. In the event the deposition is videotaped,
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`the original and all copies of the videotape shall be marked by the video technician to indicate that
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`the contents of the videotape are subject to this Protective Order, substantially along the lines of
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`“This videotape contains confidential testimony used in this case and is not to be viewed or the
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 8 of 30 PageID #: 898
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`contents thereof to be displayed or revealed except pursuant to the terms of the operative Protective
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`Order in this matter or pursuant to written stipulation of the parties.” Counsel for any Producing
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`Party shall have the right to exclude from oral depositions, other than the deponent, deponent’s
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`counsel, the reporter and videographer (if any), any person who is not authorized by this Protective
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`Order to receive or access Protected Material based on the designation of such Protected Material.
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`Such right of exclusion shall be applicable only during periods of examination or testimony
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`regarding such Protected Material.
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`8.
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`DISCOVERY MATERIAL DESIGNATED AS “CONFIDENTIAL”
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`(a)
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`A Producing Party may
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`designate Discovery Material
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`as
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`“CONFIDENTIAL” if it contains or reflects confidential, proprietary, and/or commercially
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`sensitive information. The Producing Party must also comply with the provisions of Paragraph 21
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`below.
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`(b)
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`Unless otherwise ordered by the Court, Discovery Material designated as
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`“CONFIDENTIAL” may be disclosed only to the following:
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`(i)
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`The Receiving Party’s Outside Counsel, such counsel’s immediate
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`paralegals and staff, and any copying or clerical litigation support services working at the direction
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`of such counsel, paralegals, and staff;
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`(ii)
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`Not more than three (3) representatives of the Receiving Party who
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`are officers or employees of the Receiving Party, who may be, but need not be, in-house counsel
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`for the Receiving Party, as well as their immediate paralegals and staff, to whom disclosure is
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`reasonably necessary for this case, provided that: (a) each such person has agreed to be bound by
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`the provisions of the Protective Order by signing a copy of Exhibit A; and (b) no unresolved
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 9 of 30 PageID #: 899
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`objections to such disclosure exist after proper notice has been given to all Parties as set forth in
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`Paragraph 12 below;
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`(iii)
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`Any outside expert or consultant retained by the Receiving Party to
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`assist in this action, provided that disclosure is only to the extent necessary to perform such work;
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`and provided that: (a) such expert or consultant has agreed to be bound by the provisions of the
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`Protective Order by signing a copy of Exhibit A; (b) such expert or consultant is not a current
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`officer, director, or employee of a Party, nor anticipated at the time of retention to become an
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`officer, director or employee of a Party; (c) such expert or consultant accesses the materials in the
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`United States only, and does not transport them to or access them from any foreign jurisdiction;
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`and (d) no unresolved objections to such disclosure exist after proper notice has been given to all
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`Parties as set forth in Paragraph 12 below;
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`(iv)
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`Court reporters, stenographers and videographers retained to record
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`testimony taken in this action;
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`(v)
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`The Court, jury, and court personnel in the ordinary course of court
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`proceedings;
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`(vi)
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`Graphics, translation, design, and/or trial consulting personnel,
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`having first agreed to be bound by the provisions of the Protective Order by signing a copy of
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`Exhibit A;
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`(vii) Mock jurors who have signed an undertaking or agreement agreeing
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`not to publicly disclose Protected Material and to keep any information concerning Protected
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`Material confidential;
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 10 of 30 PageID #: 900
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`(viii) Any mediator who is assigned to hear this matter, and his or her
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`staff, subject to their agreement to maintain confidentiality to the same degree as required by this
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`Protective Order; and
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`Party.
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`(ix)
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`Any other person with the prior written consent of the Producing
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`9.
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`DISCOVERY MATERIAL DESIGNATED AS “CONFIDENTIAL
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`ATTORNEYS’ EYES ONLY”
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`(a)
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`A Producing Party may
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`designate Discovery Material
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`as
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`“CONFIDENTIAL — ATTORNEYS’ EYES ONLY” if it contains or reflects information that is
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`extremely confidential and/or sensitive in nature and the Producing Party reasonably believes that
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`the disclosure of such Discovery Material is likely to cause economic harm or significant
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`competitive disadvantage to the Producing Party. The Producing Party must also comply with the
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`provisions of Paragraph 21 below. The Parties agree that the following information, if non-public,
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`shall be presumed to merit the “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” designation:
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`trade secrets, pricing information, financial data, sales information, sales or marketing forecasts or
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`plans, business plans, sales or marketing strategy, product development information, engineering
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`documents, testing documents, employee information, and other non-public information of similar
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`competitive and business sensitivity.
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`(b)
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`Unless otherwise ordered by the Court, Discovery Material designated as
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`“CONFIDENTIAL — ATTORNEYS’ EYES ONLY” may be disclosed only to:
`
`(i)
`
`The Receiving Party’s Outside Counsel and such Outside Counsel’s
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`immediate paralegals and staff, and any copying or clerical litigation support services working at
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`the direction of such counsel, paralegals, and staff;
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 11 of 30 PageID #: 901
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`(ii)
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`Not more than two (2) in-house counsel of the Receiving Party1 as
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`well as their immediate paralegals and staff to whom disclosure is reasonably necessary for this
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`case, provided that: (a) each such person has agreed to be bound by the provisions of the Protective
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`Order by signing a copy of Exhibit A; and (b) no unresolved objections to such disclosure exist
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`after proper notice has been given to all Parties as set forth in Paragraph 12 below;
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`(iii)
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`Any outside expert or consultant retained by the Receiving Party to
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`assist in this action, provided that disclosure is only to the extent necessary to perform such work;
`
`and provided that: (a) such expert or consultant has agreed to be bound by the provisions of the
`
`Protective Order by signing a copy of Exhibit A; (b) such expert or consultant is not a current
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`officer, director, or employee of a Party, nor anticipated at the time of retention to become an
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`officer, director, or employee of a Party; (c) such expert or consultant accesses the materials in the
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`United States only, and does not transport them to or access them from any foreign jurisdiction;
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`and (d) no unresolved objections to such disclosure exist after proper notice has been given to all
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`Parties as set forth in Paragraph 12 below;
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`(iv)
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`Court reporters, stenographers and videographers retained to record
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`testimony taken in this action;
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`(v)
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`The Court, jury, and court personnel in the ordinary course of court
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`proceedings;
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`(vi)
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`Graphics, translation, design, and/or trial consulting personnel,
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`having first agreed to be bound by the provisions of the Protective Order by signing a copy of
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`Exhibit A;
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`1 The Receiving Party may seek approval to add up to one (1) additional in-house counsel under
`this provision, which the parties agree to meet and confer about in good faith.
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 12 of 30 PageID #: 902
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`(vii) Any mediator who is assigned to hear this matter, and his or her
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`staff, subject to their agreement to maintain confidentiality to the same degree as required by this
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`Protective Order; and
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`Party.
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`(viii) Any other person with the prior written consent of the Producing
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`(c)
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`In addition, a Party may disclose arguments and materials derived from
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`Discovery Material designated as “CONFIDENTIAL — ATTORNEYS’ EYES ONLY” to mock
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`jurors who have signed an undertaking or agreement agreeing not to publicly disclose Protected
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`Material and to keep any information concerning Protected Material confidential. A Party may not
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`disclose to mock jurors any original, as-produced materials or information (including, for example,
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`documents, deposition testimony, or interrogatory responses) produced by another Party
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`designated as “CONFIDENTIAL - ATTORNEYS’ EYES ONLY.”
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`10.
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`DISCOVERY MATERIAL DESIGNATED AS “CONFIDENTIAL
`
`OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE”
`
`(a)
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`To the extent production of Source Code becomes necessary to the
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`prosecution or defense of the case, a Producing Party may designate Source Code as
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`“CONFIDENTIAL — OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE” if it
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`comprises or includes confidential, proprietary, and/or trade secret Source Code. The Producing
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`Party must also comply with the provisions of Paragraph 21 below.
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`(b)
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`Nothing in this Order shall be construed as a representation or admission
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`that Source Code is properly discoverable in this action, or to obligate any Party to produce any
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`Source Code.
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 13 of 30 PageID #: 903
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`(c)
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`Unless otherwise ordered by the Court, Discovery Material designated as
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`“CONFIDENTIAL — OUTSIDE ATTORNEYS’ EYES ONLY -SOURCE CODE” shall be
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`subject to the provisions set forth in Paragraph 11 below, and may be disclosed, subject to
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`Paragraph 11 below, solely to:
`
`(i)
`
`The Receiving Party’s Outside Counsel and such Outside Counsel’s
`
`immediate paralegals and staff, and any copying or clerical litigation support services working at
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`the direction of such counsel, paralegals, and staff;
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`(ii)
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`Any outside expert or consultant retained by the Receiving Party to
`
`assist in this action, provided that disclosure is only to the extent necessary to perform such work;
`
`and provided that: (a) such expert or consultant has agreed to be bound by the provisions of the
`
`Protective Order by signing a copy of Exhibit A; (b) such expert or consultant is not a current
`
`officer, director, or employee of a Party, nor anticipated at the time of retention to become an
`
`officer, director or employee of a Party; and (c) no unresolved objections to such disclosure exist
`
`after proper notice has been given to all Parties as set forth in Paragraph 12 below;
`
`(iii)
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`Court reporters, stenographers and videographers retained to record
`
`testimony taken in this action;
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`(iv)
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`The Court, jury, and court personnel in the ordinary course of court
`
`proceedings;
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`(v)
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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
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`Protective Order; and
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`Party.
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`(vi)
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`Any other person with the prior written consent of the Producing
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 14 of 30 PageID #: 904
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`11.
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`DISCLOSURE AND REVIEW OF SOURCE CODE
`
`(a)
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`Any Source Code that is produced by a Producing Party shall be made
`
`available for inspection in electronic format at a location mutually agreed by the Parties. Source
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`Code will be made available for inspection between the hours of 8 a.m. and 6 p.m. on business
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`days (i.e., weekdays that are not Federal holidays), although the Parties will be reasonable in
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`accommodating reasonable requests to conduct inspections at other times.
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`(b)
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`Prior to the first inspection of any Source Code, the Receiving Party shall
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`provide fourteen (14) days’ notice of the inspection. The parties shall then confer and agree to a
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`location in which to inspect the Source Code within seven (7) days of the noticed inspection. The
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`Receiving Party shall provide three (3) business days’ notice prior to any additional inspections.
`
`(c)
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`Source Code that is designated “CONFIDENTIAL — OUTSIDE
`
`ATTORNEYS’ EYES ONLY - SOURCE CODE” shall be produced for inspection and review
`
`subject to the following provisions, unless otherwise agreed by the Producing Party:
`
`(i)
`
`All Source Code shall be made available by the Producing Party in
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`a secure room on a secured computer without Internet access or network access to other computers
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`and on which all access ports have been disabled (except for one printer port), as necessary and
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`appropriate to prevent and protect against any unauthorized copying, transmission, removal or
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`other transfer of any Source Code outside or away from the computer on which the Source Code
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`is provided for inspection (the “Source Code Computer” in the “Source Code Review Room”).
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`The Producing Party shall install tools that are sufficient for viewing and searching the code
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`produced, on the platform produced. The Receiving Party’s outside counsel and/or experts as
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`defined in Section 10(c)(i) and 10(c)(ii), above, may request that commercially available software
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`tools be installed on the secured computer, provided, however, that the Receiving Party possesses
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`14
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 15 of 30 PageID #: 905
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`an appropriate license to such software tools and provides the Producing Party with the information
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`necessary to download such software tools (i.e., download links or a CD/DVD containing the
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`software tools). To the extent such a request is made, it will be done at least fourteen (14) days in
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`advance of the date upon which the Receiving Party wishes to have the additional software tools
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`available for use on the Source Code Computer. The parties further agree that any such software
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`tools will not be used to compile or alter the source code in any way. To the extent the Producing
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`Party objects to the requested installation of any software tools, the Producing Party will notify the
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`Receiving Party within seven (7) days and the parties will meet and confer in good faith regarding
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`the Producing Party’s concerns.
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`(ii)
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`No recordable media or recordable devices, including without
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`limitation sound recorders, computers, cellular telephones, peripheral equipment, cameras, CDs,
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`DVDs, or drives of any kind, shall be permitted into the Source Code Review Room, with the
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`exception of a single laptop computer, provided by the Producing Party, without Internet access or
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`network access to any other computer, which may be used by the Receiving Party to take notes
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`relating to the Source Code but may not copy the Source Code into the notes. The Producing Party
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`will not monitor the contents of any notes taken using the single authorized laptop computer,
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`except to the extent necessary under Paragraph 11(c)(iv) below. The Receiving Party may attach
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`a USB thumb drive to the single authorized laptop computer for the sole purpose of copying notes.
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`(iii)
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`The Receiving Party’s Outside Counsel and/or experts as defined in
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`Section 10(c)(i) and 10(c)(ii), above, shall be entitled to take notes relating to the Source Code but
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`may not copy the Source Code into the notes. The Receiving Party may take such notes on the
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`single authorized laptop computer.
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`(iv)
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`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 ensure compliance
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`with this Protective Order.
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`(v)
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`No copies of all or any portion of the Source Code may leave the
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`room in which the Source Code is inspected except as otherwise provided in Paragraph 11. The
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`Producing Party shall make available a laser printer with commercially reasonable printing speeds
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`for on-site printing during inspection of the Source Code. Any printed portion that consists of more
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`than ten (10) pages of a continuous block of Source Code will require a meet and confer between
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`the parties. For good cause, the Receiving Party may request to print additional pages, and the
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`Parties agree to discuss the request in good faith. The Receiving Party shall not print Source Code
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`in order to review blocks of Source Code elsewhere in the first instance. Upon printing any such
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`portions of Source Code, the printed pages shall be collected by the Producing Party. The
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`Producing Party shall Bates number, copy, and label “CONFIDENTIAL — OUTSIDE
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`ATTORNEYS’ EYES ONLY - SOURCE CODE” any pages printed by the Receiving Party.
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`Within five (5) days, the Producing Party shall either (i) provide one copy set of such pages to the
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`Receiving Party or (ii) inform the Requesting Party that it objects that the printed portions are
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`excessive and/or not done for a permitted purpose. The printed pages shall constitute part of the
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`Source Code produced by the Producing Party in this action.
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`(vi)
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`All persons who will review a Producing Party’s Source Code on
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`behalf of a Receiving Party, including members of a Receiving Party’s outside law firm, shall be
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`identified in writing to the Producing Party at least five (5) days in advance of the first time that
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`such person reviews such Source Code. Such identification shall be in addition to any other
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`disclosure required under this Order. All persons viewing Source Code shall sign on each day they
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 17 of 30 PageID #: 907
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`view Source Code a log that will include the names of persons who enter the locked room to view
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`the Source Code and when they enter and depart. The Producing Party shall be entitled to a copy
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`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,
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`following each day on which inspection is performed under this Order, the Receiving Party’s
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`Outside Counsel and/or experts as defined in Section 10(c)(i) and 10(c)(ii), above, shall remove
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`all notes, documents, and all other materials from the Source Code Review Room. The Producing
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`Party shall not be responsible for any items left in the room following each inspection session, and
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`the Receiving Party shall have no expectation of confidentiality for any items left in the room
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`following each inspection session without a prior agreement to that effect. Proper identification of
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`all authorized persons shall be provided prior to any access to the secure room or the computer
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`containing Source Code. Proper identification requires showing, at a minimum, a photo
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`identification card sanctioned by the government of any State of the United States, by the
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`government of the United States, or by the nation state of the authorized person’s current
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`citizenship. Access to the secure room or the Source Code Computer may be denied, at the
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`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,
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`remove, or otherwise transfer any Source Code from the Source Code Computer including, without
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`limitation, copying, removing, or transferring the Source Code onto any recordable media or
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`recordable device.
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`(ix)
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`The Receiving Party’s Outside Counsel of record may make no
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`more than three (3) additional paper copies of any portions of the Source Code received from a
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`Producing Party pursuant to Paragraph 11(c)(v), not including copies attached to court filings or
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`Case 1:23-cv-00278-MN Document 32 Filed 08/30/23 Page 18 of 30 PageID #: 908
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`used at depositions, and shall maintain a log of all paper copies of the Source Code. The Receiving
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`Party may ship the additional copies of the Source Code to other addresses, provided that
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