Case 2:23-cv-01161-MEF-LDW Document 71 Filed 12/06/24 Page 1 of 28 PageID:
`1611
`
`UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF NEW JERSEY
`NEWARK DIVISION
`
`JAWBONE INNOVATIONS, LLC,
`
`Plaintiff,
`
`v.
`SONY ELECTRONICS INC.,
`
`Defendant.
`
`Case No. 2:23-cv-01161-MEF-LDW
`
`STIPULATED SUPPLEMENTAL PROTECTIVE ORDER BETWEEN
`NON-PARTY QUALCOMM INCORPORATED, PLAINTIFF AND DEFENDANT
`
`WHEREAS, the Court entered a Confidentiality Order to protect Party and Non-party
`confidential business information in the above referenced action on January 19, 2024 (ECF No. 36)
`(“Protective Order”); and
`WHEREAS, Jawbone Innovations, LLC (“Plaintiff”); Sony Electronics Inc. (“Defendant”)
`(together, hereinafter
`referred
`to as “the Parties”); and Qualcomm
`Incorporated
`(“QUALCOMM”), a non-party to this action, may produce confidential source code, chip-level
`schematics or integrated circuit layouts and other documents in this action that include or
`incorporate CONFIDENTIAL INFORMATION belonging to QUALCOMM (“QUALCOMM
`Confidential Information”); and
`WHEREAS the Parties and Non-Party QUALCOMM have agreed to provisions in addition
`to those contained in the Protective Order to protect against misuse or disclosure of such
`QUALCOMM Confidential Information;
`WHEREFORE, IT IS HEREBY ORDERED that source code, chip-level schematics,
`integrated circuit layouts or documents that incorporate QUALCOMM Confidential Information
`produced in connection with the above-captioned matter that are designated as “QUALCOMM –
`OUTSIDE ATTORNEYS’ EYES ONLY” and “QUALCOMM – OUTSIDE ATTORNEYS’
`
`

`

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`EYES ONLY – SOURCE CODE” shall be subject to the following restrictions:
`I.
`DEFINITIONS
`1.
`“QUALCOMM Material” means confidential information (regardless of how
`generated, stored, or maintained) or tangible things that include or incorporate Non-Party
`QUALCOMM Confidential Information, that Non-Party QUALCOMM (i) would not normally
`reveal to third parties except in confidence, or has undertaken with others to maintain in
`confidence, (ii) believes in good faith is significantly sensitive, or (iii) protected by a right to
`privacy under federal or state law, or any other applicable privilege or right related to
`confidentiality or privacy. QUALCOMM Material includes all information, documents, source
`code, chip-level schematics, integrated circuit layouts or testimony, and things produced, served,
`or otherwise provided in this action by any Party or by Non-Party QUALCOMM, that include or
`incorporate QUALCOMM Confidential Information.
`2.
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” Material means
`information, documents, and things that include or incorporate QUALCOMM Material.
`3.
`“Source Code” means human-readable representations of actually completed,
`implemented, and/or realized software, firmware, and integrated circuits. Source Code includes,
`but is not limited to, programming language text, symbolic representations of integrated circuits
`(“Chip-Level Schematics”) or graphical depictions of physical configuration of semiconductor
`material within integrated circuit die or chip (“Integrated Circuit Layouts”). Source Code includes,
`but is not limited to, programming language text in “C,” “C++,” BREW, Java ME, J2ME,
`assembler, digital signal processor (“DSP”), Hardware Design Language (“HDL”), VHDL, or
`Verilog programming languages. Source Code in the form of programming language text shall be
`made available for inspection in ASCII text files. File formats within which Source Code in the
`form of Chip-Level Schematics or Integrated Circuit Layouts may be made available for inspection
`include, but are not limited to, pdf file format.
`4.
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE”
`Material means QUALCOMM Material that includes Source Code that constitute proprietary
`
`

`

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`technical or commercially sensitive competitive information that Non-Party QUALCOMM
`maintains as highly confidential in its business, the disclosure of which is likely to cause harm to
`the competitive position of Non-Party QUALCOMM. This includes Source Code, Chip-Level
`Schematics, and Integrated Circuit Layouts in the Producing Party’s possession, custody, or
`control, and made available for inspection by the Producing Party.
`is designated
`that
`5.
`“Designated QUALCOMM Material” means material
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” or “QUALCOMM – OUTSIDE
`ATTORNEYS’ EYES ONLY – SOURCE CODE” under this Supplemental Protective Order.
`6.
`“Designated Source Code Material” means material
`that
`is designated
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” under this
`Supplemental Protective Order.
`7.
`“Personnel Retained by a Receiving Party in this Action” means any consultants,
`experts, or outside counsel (including their support staff) that have been and continue to be retained
`by a Receiving Party in this action. For the sake of clarity, any person who was retained by a
`Receiving Party in this action will no longer fall under this definition if that person ceases to be
`retained by a Receiving Party in this action.
`8.
`“Party” means any Party to the above-captioned action, including all of its officers,
`directors, employees, consultants, retained experts, and all support staff thereof.
`9.
`“Producing Party” means a Party or non-party that discloses or produces
`Designated QUALCOMM Material in the above-captioned actions.
`10.
`“Receiving Party” means a Party that receives Designated QUALCOMM Material
`from a Producing Party in the above-captioned actions.
`11.
`“Authorized Reviewer(s)” means person(s) authorized to review “QUALCOMM –
`OUTSIDE ATTORNEYS’ EYES ONLY” and “QUALCOMM – OUTSIDE ATTORNEYS’
`EYES ONLY – SOURCE CODE” Materials in accordance with this Supplemental Protective
`Order and the Protective Order.
`
`

`

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`“Counsel of Record” means (i) Outside Counsel who appears on the pleadings, or
`12.
`has entered an appearance in this action, as counsel for a Party, and (ii) partners, principals,
`counsel, associates, employees, and contract attorneys of such Outside Counsel to whom it is
`reasonably necessary to disclose the information for this litigation, including supporting personnel
`employed by the attorneys, such as paralegals, legal translators, legal secretaries, legal clerks, and
`shorthand reporters.
`13.
`“Outside Consultant” means a person with specialized knowledge or experience in
`a matter pertinent to the litigation who has been retained by Counsel of Record to serve as an
`expert witness or a litigation consultant in this action (including any necessary support personnel
`of such person to whom disclosure is reasonably necessary for this litigation), and who is not a
`current employee of a Party, of a competitor of a Party, or of Non-Party QUALCOMM, and who,
`at the time of retention, is not anticipated to become an employee of, or a non-litigation consultant
`of: (1) a Party, (2) a competitor of a Party, (3) a competitor of Non-Party QUALCOMM, or (4)
`Non-Party QUALCOMM.
`14.
`“Professional Vendors” means persons or entities that provide litigation support
`services (e.g., photocopying; videotaping; translating; designing and preparing exhibits, graphics,
`or demonstrations; organizing, storing, retrieving data in any form or medium; etc.) and their
`employees and subcontractors who have been retained or directed by Counsel of Record in this
`action, and who are not current employees of a Party, a competitor of a Party, or Non-Party
`QUALCOMM, and who, at the time of retention, are not anticipated to become employees of: (1)
`a Party, (2) a competitor of a Party, (3) a competitor of Non-Party QUALCOMM, or (4) Non-Party
`QUALCOMM. This definition includes ESI vendors and professional jury or trial consultants
`retained in connection with this litigation to assist a Party, Counsel of Record, or any Outside
`Consultant in their work. Professional vendors do not include consultants who fall within the
`definition of Outside Consultant.
`
`

`

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`II.
`
`RELATIONSHIP TO PROTECTIVE ORDER
`15.
`This Supplemental Protective Order shall not diminish any existing restriction with
`respect to Designated QUALCOMM Material. The Parties and QUALCOMM acknowledge and
`agree that this Supplemental Protective Order is a supplement to the Protective Order entered in
`this action on January 19, 2024 (ECF No. 36) in the United States District Court for the District of
`New Jersey, Newark Division in this action.
`16.
`The Protective Order applies to all material designated pursuant to this
`Supplemental Protective Order. To the extent that there is any confusion or conflict between
`protective orders with respect to Designated QUALCOMM Material, then this Supplemental
`Protective Order governs. In addition to the restrictions outlined in this Supplemental Protective
`Order, materials designated as “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” or
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” shall be subject
`to obligations with respect to “ATTORNEYS’ EYES ONLY” or “ATTORNEYS’ EYES ONLY
`– SOFTWARE,” respectively, as outlined in the Protective Order.
`III.
`SCOPE
`17.
`The protections conferred by this Supplemental Protective Order cover not only
`Designated QUALCOMM Material (as defined above), but also any information copied or
`extracted therefrom, as well as all copies, excerpts, summaries, or compilations thereof. Nothing
`herein shall alter or change in any way the discovery provisions of the Federal Rules of Civil
`Procedure or any applicable local rules or Court Orders. Identification of any individual pursuant
`to this Supplemental Protective Order does not make that individual available for deposition, or
`any other form of discovery outside of the restrictions and procedures of the Federal Rules of Civil
`Procedure or any applicable rules or Court Orders.
`18.
`This Supplemental Protective Order shall not prevent a disclosure to which Non-
`Party QUALCOMM consents in writing before that disclosure takes place.
`19.
`This Supplemental Protective Order shall apply to all Designated QUALCOMM
`Material that is produced or provided for inspection in this action, including all Designated
`
`

`

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`b.
`c.
`
`QUALCOMM Material that is in the possession, custody or control of Non-party QUALCOMM
`or any Party in this action, or that is otherwise relevant to this action.
`IV.
`ACCESS TO DESIGNATED QUALCOMM MATERIAL
`20.
`Access to “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” Material:
`Unless otherwise ordered by the Court or permitted in writing by Non-Party QUALCOMM, a
`Receiving Party may disclose any information, document or thing designated “QUALCOMM –
`OUTSIDE ATTORNEYS’ EYES ONLY” only to:
`a.
`Persons who appear on the face of Designated QUALCOMM Material as an author,
`addressee, or recipient thereof, or persons who have been designated under Rule
`30(b)(6) of the Federal Rules of Civil Procedure to provide testimony on behalf of
`a Producing Party or Qualcomm;
`Counsel of Record;
`Outside Consultants of the Receiving Party to whom disclosure is reasonably
`necessary for this action, and who have, after the date of this Supplemental
`Protective Order, signed the “Acknowledgement And Agreement To Be Bound By
`Supplemental Protective Order Governing Confidential Information of Non-Party
`Qualcomm In This Case” attached hereto as Exhibit A, and the “Certification Of
`Consultant Re Supplemental Protective Order Governing Confidential Information
`of Non-Party Qualcomm In This Case,” attached hereto as Exhibit B;
`Any designated arbitrator or mediator who is assigned to hear this matter, or who
`has been selected by the Parties, and his or her staff; who have, after the date of this
`Supplemental Protective Order, signed the “Acknowledgement And Agreement To
`Be Bound By Supplemental Protective Order Governing Confidential Information
`of Non-Party Qualcomm In This Case” attached hereto as Exhibit A, and the
`“Certification Of Consultant Re Supplemental Protective Order Governing
`Confidential Information of Non-Party Qualcomm In This Case,” attached hereto
`
`d.
`
`

`

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`e.
`f.
`
`as Exhibit B, as well as any arbitrator’s or mediator’s staff who have also signed
`Exhibits A and B;
`Court reporters and videographers employed in connection with this action; and
`Professional Vendors to whom disclosure is reasonably necessary for this action,
`and a representative of which has signed the “Acknowledgement And Agreement
`To Be Bound By Supplemental Protective Order Governing Confidential
`Information of Non-Party Qualcomm In This Case” attached hereto as Exhibit A,
`subject to the following exception: Designated QUALCOMM Material shall not
`be disclosed to mock jurors without Non-Party QUALCOMM’s express written
`consent;
`The Court, its personnel, and the jury.
`g.
`Access to “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE
`21.
`CODE” Material: Unless otherwise ordered by the Court or permitted in writing by Non-Party
`QUALCOMM, a Receiving Party may disclose any information, document, or thing designated
`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE” only to:
`a.
`Persons who appear on the face of Designated QUALCOMM Material as an author,
`addressee, or recipient thereof, or persons who have been designated under Rule
`30(b)(6) of the Federal Rules of Civil Procedure to provide testimony of behalf of
`a Producing Party or Qualcomm;
`Counsel of Record;
`Outside Consultants of the Receiving Party to whom disclosure is reasonably
`necessary for the above-captioned litigation, and who have, after the date of this
`Supplemental Protective Order, signed the “Acknowledgement And Agreement To
`Be Bound By Supplemental Protective Order Governing Confidential Information
`of Non-Party Qualcomm In This Case” attached hereto as Exhibit A, and the
`“Certification Of Consultant Re Supplemental Protective Order Governing
`
`b.
`c.
`
`

`

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`d.
`
`e.
`
`f.
`
`Confidential Information of Non-Party Qualcomm In This Case,” attached hereto
`as Exhibit B;
`Any designated arbitrator or mediator who is assigned to hear this matter, or who
`has been selected by the Parties, and his or her staff; who have, after the date of this
`Supplemental Protective Order, signed the “Acknowledgement And Agreement To
`Be Bound By Supplemental Protective Order Governing Confidential Information
`of Non-Party Qualcomm In This Case” attached hereto as Exhibit A, and the
`“Certification Of Consultant Re Supplemental Protective Order Governing
`Confidential Information of Non-Party Qualcomm In This Case,” attached hereto
`as Exhibit B, as well as any arbitrator’s or mediator’s staff who have also signed
`Exhibits A and B, provided, however, that before such disclosure, QUALCOMM
`is provided notice including: (a) the individual’s name and business title; (b)
`business address; (c) business or professions; and (d) the individual’s CV.
`QUALCOMM shall have five (5) business days from receipt of the notice to object
`in writing to such disclosure (plus three (3) extra days if notice is given other than
`by hand delivery, e-mail delivery or facsimile transmission). After the expiration
`of the 5 business days (plus 3 days, if appropriate) period, if no objection has been
`asserted, then “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY –
`SOURCE CODE” materials may be disclosed pursuant to the terms of this
`Supplemental Protective Order;
`Court reporters and videographers employed in connection with this action, subject
`to the provisions provided in subparagraph 30(h) herein;
`Professional Vendors to whom disclosure is reasonably necessary for this action,
`and a representative of which has signed the “Acknowledgement And Agreement
`To Be Bound By Supplemental Protective Order Governing Confidential
`Information of Non-Party Qualcomm In This Case” attached hereto as Exhibit A,
`subject to the following exception: Designated QUALCOMM Material shall not be
`
`

`

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`disclosed to mock jurors without Non-Party QUALCOMM’s express written
`consent; and
`The Court, its personnel, and the jury.
`g.
`Notwithstanding the Protective Order, unless otherwise ordered or agreed in
`22.
`writing by Non-Party QUALCOMM, Designated QUALCOMM Material may not be disclosed to
`employees of a Receiving Party, including its in-house attorneys and support staff.
`23.
`Notwithstanding the Protective Order, unless otherwise ordered or agreed in
`writing by Non-Party QUALCOMM, Designated QUALCOMM Material may not be disclosed to
`mock jurors.
`The Parties acknowledge that Designated QUALCOMM Material also may be
`24.
`subject to the US government export control and economic sanctions laws (“Export Controlled
`Information”), including the Export Administration Regulations (“EAR”, 15 C.F.R. § 730 et seq.,
`http://www.bis.doc.gov/ ) administered by the Department of Commerce, Bureau of Industry and
`Security, and
`the Foreign Asset Control Regulations
`(31 C.F.R. § 500 et seq.,
`http://www.treas.gov/offices/enforcement/ofac/) administered by the Department of Treasury,
`Office of Foreign Assets Control (“OFAC”). Receiving Parties may not directly or indirectly
`export, re-export, transfer, or release (collectively, “Export”) any Designated QUALCOMM
`Material to any destination, person, entity, or end user prohibited or restricted under US law
`without prior US government authorization to the extent required by regulation. The US
`government maintains embargoes and sanctions against the countries listed in Country Groups E1
`and E2 of the EAR. 15 C.F.R. § 740, Supplement 1. Export Controlled Information disclosed in
`this action will be used only for the purposes of this action. Outside Counsel or other individuals
`authorized to receive Export Controlled Information will not disclose, export, or transfer, in any
`manner, Export Controlled Information to any foreign person except as permitted by U.S. law, and
`will not transport any such document outside of U.S. territory, without prior written approval of
`the Bureau of Industry and Security or other appropriate U.S. government department or agency,
`except as permitted by U.S. law.
`
`

`

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`Receiving Party may host “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
`25.
`ONLY” Material only on either (1) any system inside the firewall of a law firm representing the
`Receiving Party, or (2) inside the system of a professional ESI Vendor retained by Counsel of
`Record of the Receiving Party. “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY”
`Material also cannot be sent or transmitted to any person, location, or vendor outside of the United
`States except to Counsel of Record and Outside Consultants designated pursuant to subparagraphs
`20(c) and 21(c) above. To the extent that any “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
`ONLY” Material is transmitted from or to authorized recipients outside of the Receiving Party’s
`Outside Counsel’s office, or outside of the ESI Vendor’s system, the transmission shall be by hand
`(and encrypted if in electronic format), by a secure transport carrier (e.g., Federal Express), or by
`secure electronic means, such as email using an encrypted password protected container (other
`than TrueCrypt), or download via secure FTP. “QUALCOMM – OUTSIDE ATTORNEYS’
`EYES ONLY – SOURCE CODE” may not be transmitted by electronic means; however, this
`should not be understood to prohibit the electronic transmittal of testifying experts’ expert reports
`or drafts, court filings, and trial demonstratives, thereof that may refer to QUALCOMM –
`OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE, subject to the limitations set forth
`in paragraph 30(g) herein, and as long as such electronic transmittal is by secure electronic means,
`such as email using an encrypted password protected container (other than TrueCrypt), or
`download via secure FTP. Court filings containing QUALCOMM – OUTSIDE ATTORNEYS’
`EYES ONLY and QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – SOURCE CODE
`may be submitted via the Court’s ECF filing system subject to the limitations set forth in
`paragraphs 30(g) and 37 herein.
`26.
`Each person to whom Designated QUALCOMM Material may be disclosed, and
`who is required to sign the “Acknowledgement And Agreement To Be Bound By Supplemental
`Protective Order Governing Confidential Information of Non-Party Qualcomm In This Case”
`attached hereto as Exhibit A and, if applicable, the “Certification Of Consultant Re Supplemental
`Protective Order Governing Confidential Information of Non-Party Qualcomm In This Case,”
`
`

`

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`attached hereto as Exhibit B, shall do so, prior to the time such Designated QUALCOMM Material
`is disclosed to him or her. Counsel for the Receiving Party who makes any disclosure of
`Designated QUALCOMM Material shall retain each original executed certificate and, upon
`written request, shall provide copies to counsel for Non-Party QUALCOMM at the termination of
`this action.
`Absent written permission from Non-Party QUALCOMM, persons not permitted
`27.
`access to Designated QUALCOMM Material under the terms of this Supplemental Protective
`Order shall not be present at depositions while Designated QUALCOMM Material is discussed or
`otherwise disclosed. Pre-trial and trial proceedings shall be conducted in a manner, subject to the
`supervision of the Court, to protect Designated QUALCOMM Material from disclosure to persons
`not authorized to have access to such Designated QUALCOMM Material. Any Party intending to
`disclose or discuss Designated QUALCOMM Material at pretrial or trial proceedings must give
`advance notice to the Producing Party to assure the implementation of the terms of this
`Supplemental Protective Order.
`V.
`ACCESS BY OUTSIDE CONSULTANTS
`Notice: If a Receiving Party wishes to disclose Designated QUALCOMM Material
`28.
`to any Outside Consultant, Receiving Party must, prior to the Outside Consultant being granted
`access to any Designated QUALCOMM Material, provide notice to counsel for Non-Party
`QUALCOMM, which notice shall include: (a) the individual’s name and business title; (b)
`countries of citizenship; (c) business address; (d) business or profession; (e) the individual’s CV;
`(f) any previous or current relationship (personal or professional) with Non-Party QUALCOMM
`or any of the Parties to this action; (g) a list of cases in which the individual has testified (at trial
`or deposition) within the last six years; (h) a list of all companies with which the individual has
`consulted or by which the individual has been employed within the last four years, the dates of the
`consultancy or employment, a brief description of the subject matter (including a description of
`the technology) of the consultancy or employment, and (i) copies of the “Acknowledgement and
`Agreement To Be Bound By Supplemental Protective Order Governing Confidential Information
`
`

`

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`of Non-Party Qualcomm In This Case,” attached as Exhibit A, and the “Certification Of Consultant
`Re Supplemental Protective Order Governing Confidential Information of Non-Party Qualcomm
`In This Case,” attached hereto as Exhibit B, that have both been signed by that Outside Consultant.
`29.
`Objections: With respect to Outside Consultants that have not been previously
`disclosed to Non-Party QUALCOMM, Non-Party QUALCOMM shall have five (5) business
`days, starting from the first business day following the date upon which Receiving Party provides
`the notice and all information required by paragraph 28 to Non-Party QUALCOMM, to object for
`good cause in writing to such disclosure (plus three (3) extra days if notice is given in any manner
`other than by hand delivery, e-mail delivery or facsimile transmission). After the expiration of the
`5 business days (plus 3-days, if appropriate) period, if no objection for good cause has been
`asserted by Non-Party QUALCOMM, then Designated QUALCOMM Material may be disclosed
`to the Outside Consultant pursuant to the terms of this Supplemental Protective Order. Any
`objection by Non-Party QUALCOMM must be made for good cause, and must set forth in detail
`the grounds on which it is based. Should Receiving Party disagree with the basis for the
`objection(s), Receiving Party must first attempt to resolve the objection(s) informally with Non-
`Party QUALCOMM. If the informal efforts do not resolve the dispute within five (5) business
`days from the date upon which Receiving Party was first notified of any objection for good cause
`by Non-Party QUALCOMM,** Receiving Party may file a motion requesting that the
`objection(s) be quashed after that five (5) day period has passed. Non-Party Qualcomm shall have
`the burden of proof by a preponderance of the evidence on the issue of the sufficiency of the
`objection(s). Pending a ruling by the Court upon any such objection(s), or the subsequent
`resolution of the objection for good cause by Receiving Party and Non-Party QUALCOMM, the
`discovery material shall not be disclosed to the person objected to by Non-Party QUALCOMM.
`VI.
`PRODUCTION OF QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY –
`SOURCE CODE MATERIAL
`30.
`Non-Party QUALCOMM’s Source Code:
`
`**Receiving
`party shall
`present the
`dispute to
`the Court
`initially by
`telephone or
`letter,
`in
`accordance
`with Local
`Civil Rule
`37.1(a)(1),
`before filing
`a formal
`motion for
`an order
`regarding
`the
`challenged
`designation.
`
`

`

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`a.
`
`To the extent that a Producing Party makes Non-Party QUALCOMM’s Source
`Code available for inspection:
`i.
`The Producing Party shall make all relevant and properly requested Non-
`Party QUALCOMM Source Code available electronically and in text
`searchable form (1) if produced by Non-Party QUALCOMM, in a separate
`room at a secure facility selected by Non-Party QUALCOMM or (2) if
`produced by Defendants, at the offices of Counsel of Record for the
`producing Defendants or at a secure facility approved by QUALCOMM.
`The Producing Party shall make the Source Code available for inspection
`on a stand-alone, non-networked personal computer running a reasonably
`current version of the Microsoft Windows operating system (“Source Code
`Computer”). Alternatively, solely at the option of the Producing Party, the
`Producing Party may make such source code available on a Source Code
`Computer that is networked, in a configuration deemed secure by Non-Party
`QUALCOMM. The Source Code Computer shall be configured to permit
`review of the Source Code through a password-protected account having
`read-only access. To facilitate review of the Source Code at the secure
`facility, the Receiving Party may use appropriate tool software on the
`Source Code Computer, which shall be installed by the Producing Party,
`including at least one text editor like Visual Slick Edit that is capable of
`printing out Source Code with page and/or line numbers, a source code
`comparison tool like Winmerge, and at least one multi-text file text search
`tool such as “grep.” Should it be necessary, other mutually agreed upon
`tools may be used. Licensed copies of other mutually agreed upon tool
`software shall be installed on the Source Code Computer by the Producing
`Party and paid for by the Receiving Party.
`
`

`

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`b.
`
`c.
`
`ii.
`
`In the event a Producing Party makes Chip-Level Schematics or Integrated
`Circuit Layouts available for review, the Producing Party shall ensure that
`the Source Code Computers include software sufficient to allow a user to
`view the Chip-Level Schematics and Integrated Circuit Layouts.
`The Producing Party shall provide access to the Source Code Computer during the
`normal operating hours of the secure facility.
`The Source Code Computers shall be equipped to print PDF copies of the Source
`Code so that the Receiving Party can designate the Source Code for which it would
`like hard-copy printouts which shall be printed by the Producing Party on
`watermarked pre-Bates numbered paper after the review. Additionally, the
`Receiving Party may not print any continuous block of source code that results in
`more than 50 consecutive printed pages, except that Authorized Reviewer(s) may
`request the printing of a continuous block of more than 50 pages, which request
`shall not be unreasonably denied by the Producing Party. Counsel for the Producing
`Party will keep the original printouts, and shall provide copies of such original
`printouts to counsel for the Receiving Party within seven (7) days of (1) any request
`by the Receiving Party, or (2) otherwise being notified that such original printouts
`have been made or designated. Counsel of Record for the Receiving Party may
`request up to 10 copies of each original printout of Source Code. No more than 10%
`or 500 pages of the total Source Code (not including copies of original printouts)
`whichever is greater, for any software release (or in the case of hardware Source
`Code, for any hardware product), no more than 500 pages of Chip-Level
`Schematics, and no continuous blocks of Source Code or Chip-Level Schematics
`that exceed 50 pages, may be in printed form at any one time, without the express
`written consent of Non-Party QUALCOMM, which shall not be unreasonably
`denied. All printed Source Code shall be logged by Receiving Party’s Counsel of
`Record and/or other Personnel Retained by a Receiving Party in this action as noted
`
`

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`in subparagraph 30(j) below. No additional electronic copies of the Source Code
`shall be provided by the Producing Party. Hard copies of the Source Code also may
`not be converted into an electronic document, and may not be scanned using optical
`character recognition (“OCR”) technology. Only printouts of Source Code may be
`made, and such printouts must include (1) directory path information and filenames
`from which the Source Code came and (2) line numbers. The Producing Party may
`refuse to provide copies of Source Code printouts that fail to comply with this
`section.
`Authorized Reviewer(s) in this action shall not print Source Code which have not
`been reviewed on the Source Code Computer, or in order to review the Source Code
`elsewhere in the first instance, i.e., as an alternative to reviewing that Source Code
`electronically on the Source Code Computer, as the Parties and QUALCOMM
`acknowledge and agree that the purpose of the protections herein would be
`frustrated by such actions.
`Authorized Reviewer(s) are prohibited from bringing outside electronic devices,
`including but not limited to laptops, floppy drives, zip drives, or other hardware
`into the secure room, except as outlined in paragraph 30(f). Nor shall any cellular
`telephones, personal digital assistants (PDAs), Blackberries, cameras, voice
`recorders, Dictaphones, external or portable telephone jacks or other outside
`electronic devices be permitted inside the secure room, except for medical devices,
`implants, or equipment reasonably necessary for any legitimate medical reason.
`If any Authorized Reviewer(s) reviewing Non-Party QUALCOMM’s Source Code
`seeks to take notes, all such notes will be taken on bound (spiral or other type of
`permanently bound) notebooks. No loose paper or other paper that can be used in a
`printer may be brought into the secure room. In addition to taking notes on bound
`notebooks, an Authorized Reviewer may also bring a USB memory device to the
`secure room, to be inserted into a notetaking laptop computer provided by the
`
`d.
`
`e.
`
`f.
`
`

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`Producing Party or the Producing Party’s vendor. The notetaking laptop computer
`shall be configured with Microsoft Word, such that the Reviewing Party can create
`or modify documents directly on the USB memory device plugged into the
`notetaking laptop computer. The Rec