Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 1 of 31 PageID #: 2799
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`TYLER DIVISION
`
`CELLULAR COMMUNICATIONS
`EQUIPMENT LLC,
`
`Plaintiff,
`
`v.
`
`Civil Action No. 6:14-cv-982-KNM
`LEAD CASE
`
`LG ELECTRONICS, INC., ET AL.,
`
`Defendants.
`
`SUPPLEMENTAL PROTECTIVE ORDER REGARDING
`NON-PARTY QUALCOMM INCORPORATED’S CONFIDENTIAL INFORMATION
`
`

`

`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 2 of 31 PageID #: 2800
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`WHEREAS, The Honorable Judge Rodney Gilstrap, United States District Judge, entered
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`the Agreed Protective Order (Docket No. 92) to govern discovery in the above-captioned matter
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`(“the action”) on July 9, 2015 (“Protective Order”); and
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`WHEREAS, Plaintiff Cellular Communications Equipment LLC (“Plaintiff”) and
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`Defendants (together, hereinafter referred to as “the Parties”) and Qualcomm Incorporated
`
`(“QUALCOMM”), a non-party to this action, may produce confidential source code, schematics,
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`and other documents
`
`in
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`this action
`
`that
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`include or
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`incorporate CONFIDENTIAL
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`INFORMATION belonging to QUALCOMM (“QUALCOMM Confidential Information”);
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`WHEREAS the Parties and Non-Party QUALCOMM have agreed to additional
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`provisions to protect against misuse or disclosure of such QUALCOMM Confidential
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`Information;
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`WHEREFORE, IT IS HEREBY ORDERED that source code, schematics, or documents
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`that incorporate QUALCOMM Confidential Information produced in connection with the above
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`captioned matters that are designated as “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
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`ONLY” and “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – CONFIDENTIAL
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`SOURCE CODE” shall be subject to the following restrictions:
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`A.
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`Definitions
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`1.
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`“QUALCOMM MATERIAL”: Confidential information (regardless of how
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`generated, stored, or maintained) or tangible things that include or incorporate Non-Party
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`QUALCOMM Confidential Information, that Non-Party QUALCOMM (i) would not normally
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`reveal to third parties except in confidence, or has undertaken with others to maintain in
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`confidence, (ii) believes in good faith is significantly sensitive, or (iii) protected by a right to
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`privacy under federal or state law, or any other applicable privilege or right related to
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`confidentiality or privacy. QUALCOMM MATERIAL includes all information, documents,
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 3 of 31 PageID #: 2801
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`source code, schematics, testimony, and things produced, served, or otherwise provided in this
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`action by any Party or by Non-Party QUALCOMM, that include or incorporate QUALCOMM
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`Confidential Information.
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`2.
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`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” material:
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`information, documents, and things that include or incorporate QUALCOMM MATERIAL.
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`3.
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`“Source Code”: includes human-readable programming language text that defines
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`software, firmware, (collectively, “software Source Code”) and integrated circuits (“hardware
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`Source Code”). Text files containing Source Code shall hereinafter be referred to as “Source
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`Code files.” Software Source Code files shall include, but are not limited to, files containing
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`Source Code in “C,” “C++,” BREW, Java ME, J2ME, assembler, digital signal processor (DSP)
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`programming languages, and other human readable text programming languages. Software
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`Source Code files further include “.include files,” “make” files, “link” files, and other human-
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`readable text files used in the generation and/or building of software directly executed on a
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`microprocessor, micro-controller, or DSP. Hardware Source Code files include, but are not
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`limited to, files containing Source Code in VDHL, Verilog, and other Hardware Description
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`Language (“HDL”) formats, including but not limited to, Register Transfer Level (“RTL”)
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`descriptions.
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`4.
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`“Chip-Level Schematics”: means symbolic representations of analog electric or
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`electronic circuits from which the physical structure of a chip is directly derived.
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`5.
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`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY – CONFIDENTIAL
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`SOURCE CODE” or “QUALCOMM Source Code” Material: QUALCOMM MATERIAL that
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`includes Source Code and Chip-Level Schematics that constitute proprietary technical or
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`commercially sensitive competitive information that Non-Party QUALCOMM maintains as
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`

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`highly confidential in its business, the disclosure of which is likely to cause harm to the
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`competitive position of Non-Party QUALCOMM. This includes Source Code and Chip-Level
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`Schematics in the Producing Party’s possession, custody, or control, and made available for
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`inspection by the Producing Party.
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`6.
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`“Designated QUALCOMM Material”: material that is designated “QUALCOMM
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`– OUTSIDE ATTORNEYS’ EYES ONLY” or “QUALCOMM – OUTSIDE ATTORNEYS’
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`EYES ONLY – CONFIDENTIAL SOURCE CODE” under this Supplemental Protective Order.
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`7.
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`“Designated Source Code Material”: material that is designated “QUALCOMM–
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`OUTSIDE ATTORNEYS’ EYES ONLY – CONFIDENTIAL SOURCE CODE” under this
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`Supplemental Protective Order
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`8.
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`“Personnel Retained by a Receiving Party in this Action” means any consultants,
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`experts, or outside counsel (including their support staff) that have been and continue to be
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`retained by a Receiving Party in this action. For the sake of clarity, any person who was retained
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`by a Receiving Party in this action will no longer fall under this definition if that person ceases to
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`be retained by a Receiving Party in this action.
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`9.
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`“Party” means any Party to the above-captioned action, including all of its
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`officers, directors, employees, consultants, retained experts, and all support staff thereof.
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`10.
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`“Producing Party” means a party or non-party that discloses or produces
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`Designated QUALCOMM Material in the above-captioned action.
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`11.
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`“Receiving Party” a Party that receives Designated QUALCOMM Material from
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`a Producing Party in the above-captioned action.
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`12.
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`“Authorized Reviewer(s)”
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`shall mean persons authorized
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`to
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`review
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`“QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” and “QUALCOMM – OUTSIDE
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 5 of 31 PageID #: 2803
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`ATTORNEYS’ EYES ONLY – CONFIDENTIAL SOURCE CODE” material in accordance with
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`this Supplemental Protective Order and the Protective Order.
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`13.
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`“Counsel of Record”: (i) Outside Counsel who appears on the pleadings, or has
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`entered an appearance in this action, as counsel for a Party, and (ii) partners, principals, counsel,
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`associates, employees, and contract attorneys of such Outside Counsel to whom it is reasonably
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`necessary to disclose the information for this litigation, including supporting personnel employed
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`by the attorneys, such as paralegals, legal translators, legal secretaries, legal clerks and shorthand
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`reporters.
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`14.
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`“Outside Consultant”: a person with specialized knowledge or experience in a
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`matter pertinent to the litigation who has been retained by Counsel of Record to serve as an
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`expert witness or a litigation consultant in this action (including any necessary support personnel
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`of such person to whom disclosure is reasonably necessary for this litigation), and who is not a
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`current employee of a Party, of a competitor of a Party, or of Non-Party QUALCOMM, and who,
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`at the time of retention, is not anticipated to become an employee of, or a non-litigation
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`consultant of: 1) a Party, 2) a competitor of a Party, 3) a competitor of Non-Party QUALCOMM,
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`or of 4) Non-Party QUALCOMM.
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`15.
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`“Professional Vendors”: persons or entities that provide litigation support services
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`(e.g., photocopying; videotaping; translating; designing and preparing exhibits, graphics, or
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`demonstrations; organizing, storing, retrieving data in any form or medium; etc.) and their
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`employees and subcontractors who have been retained or directed by Counsel of Record in this
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`action, and who are not current employees of a Party, a competitor of a Party, or of Non-Party
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`QUALCOMM, and who, at the time of retention, are not anticipated to become employees of: 1)
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`a Party, 2) a competitor of a Party, 3) a competitor of Non-Party QUALCOMM, or 4) Non-Party
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 6 of 31 PageID #: 2804
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`QUALCOMM. This definition includes ESI vendors, and professional jury or trial consultants
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`retained in connection with this litigation to assist a Party, Counsel of Record, or any Outside
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`Consultant in their work. Professional vendors do not include consultants who fall within the
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`definition of Outside Consultant.
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`B.
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`Relationship to Protective Order
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`16.
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`This Supplemental Protective Order shall not diminish any existing restriction
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`with respect to Designated QUALCOMM Material. The Parties and QUALCOMM acknowledge
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`and agree that this Supplemental Protective Order is a supplement to the Protective Order entered
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`in this action on July 9, 2015 in the United States District Court, Eastern District of Texas. The
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`Protective Order applies to all material designated pursuant to this Supplemental Protective
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`Order. To the extent that there is any confusion or conflict between protective orders with respect
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`to Designated QUALCOMM Material, then this Supplemental Protective Order governs.
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`17.
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`In addition to the restrictions outlined in this Supplemental Protective Order,
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`material designated as “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY –
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`CONFIDENTIAL SOURCE CODE” shall be subject
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`to obligations with respect
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`to
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`“RESTRICTED CONFIDENTIAL SOURCE CODE” materials outlined in the Protective Order.
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`18.
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`In addition to the restrictions outlined in this Supplemental Protective Order,
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`material designated as “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” shall be
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`subject to obligations with respect to “CONFIDENTIAL, RESTRICTED – ATTORNEYS’
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`EYES ONLY” material outlined in the Protective Order.
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`C.
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`Scope
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`19.
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`The protections conferred by this Supplemental Protective Order cover not only
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`Designated QUALCOMM Material (as defined above), but also any information copied or
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`extracted therefrom, as well as all copies, excerpts, summaries, or compilations thereof. Nothing
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 7 of 31 PageID #: 2805
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`herein shall alter or change in any way the discovery provisions of the Federal Rules of Civil
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`Procedure or any applicable local rules or General Orders. Identification of any individual
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`pursuant to this Supplemental Protective Order does not make that individual available for
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`deposition, or any other form of discovery outside of the restrictions and procedures of the
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`Federal Rules of Civil Procedure or any applicable rules or General Orders.
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`20.
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`This Supplemental Protective Order shall not prevent a disclosure to which Non-
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`Party QUALCOMM consents in writing before that disclosure takes place.
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`21.
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`This Supplemental Protective Order shall apply to all Designated QUALCOMM
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`Material that is produced or provided for inspection in this action, including all Designated
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`QUALCOMM Material that is in the possession, custody or control of QUALCOMM or any
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`Party in the action, or that is otherwise relevant to the action.
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`D.
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`Access to Designated QUALCOMM Material
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`22.
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`Access to “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY” Material:
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`Unless otherwise ordered by the Court or permitted in writing by Non-Party QUALCOMM, a
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`Receiving Party may disclose any information, document or thing designated “QUALCOMM –
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`OUTSIDE ATTORNEYS’ EYES ONLY” only to:
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`a.
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`Persons who appear on the face of Designated QUALCOMM Material as
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`an author, addressee or recipient thereof, or persons who have been
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`designated under FRCP 30(b)(6) to provide testimony of behalf of a
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`b.
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`c.
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`Producing Party or Qualcomm regarding the same;
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`Counsel of Record;
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`Outside Consultants of the Receiving Party to whom disclosure is
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`reasonably necessary for this litigation, and who have, after the date of this
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`Supplemental Protective Order, signed the “Acknowledgement And
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 8 of 31 PageID #: 2806
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`Agreement To Be Bound By Supplemental Protective Order Governing
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`Confidential Information of Non-Party Qualcomm In This Case” attached
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`hereto as Exhibit A, and the “Certification Of Consultant Re Supplemental
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`Protective Order Governing Confidential Information of Non-Party
`
`Qualcomm In This Case,” attached hereto as Exhibit B;
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`d.
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`Any designated arbitrator or mediator who is assigned to hear this matter,
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`or who has been selected by the Parties, and his or her staff; who have,
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`after the date of this Supplemental Protective Order, signed the
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`“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
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`“Certification Of Consultant Re Supplemental Protective Order Governing
`
`Confidential Information of Non-Party Qualcomm In This Case,” attached
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`hereto as Exhibit B, as well as any arbitrator’s or mediator’s staff who
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`have also signed Exhibits A and B;
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`e.
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`Court reporters and videographers employed in connection with this
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`action; and
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`f.
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`Professional Vendors to whom disclosure is reasonably necessary for this
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`action, and a representative of which has signed the “Acknowledgement
`
`And Agreement To Be Bound By Supplemental Protective Order
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`Governing Confidential Information of Non-Party Qualcomm In This
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`Case” attached hereto as Exhibit A, subject to the following exception:
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 9 of 31 PageID #: 2807
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`Designated QUALCOMM Material shall not be disclosed to mock jurors
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`without Non-Party QUALCOMM’s express written consent;
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`g.
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`The Court and its personnel.
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`23.
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`Access
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`to “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY –
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`CONFIDENTIAL SOURCE CODE” Material: Unless otherwise ordered by the Court or
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`permitted in writing by Non-Party QUALCOMM, a Receiving Party may disclose any
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`information, document, or thing designated “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
`
`ONLY – CONFIDENTIAL SOURCE CODE” only to:
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`a.
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`Persons who appear on the face of Designated QUALCOMM Material as
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`an author, addressee or recipient thereof, or persons who have been
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`designated under FRCP 30(b)(6) to provide testimony of behalf of a
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`b.
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`c.
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`Producing Party or Qualcomm regarding the same;
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`Counsel of Record;
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`Outside Consultants of the Receiving Party to whom disclosure is
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`reasonably necessary for this litigation, and who have, after the date of this
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`Supplemental Protective Order, signed the “Acknowledgement And
`
`Agreement To Be Bound By Supplemental Protective Order Governing
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`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;
`
`d.
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`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,
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 10 of 31 PageID #: 2808
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`after the date of this Supplemental Protective Order, signed the
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`“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
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`“Certification Of Consultant Re Supplemental Protective Order Governing
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`Confidential Information of Non-Party Qualcomm In This Case,” attached
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`hereto as Exhibit B, as well as any arbitrator’s or mediator’s staff who
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`have also signed Exhibits A and B, provided, however, that before such
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`disclosure, QUALCOMM
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`is provided notice
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`including:
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`(a)
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`the
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`individual’s name and business title; (b) business address; (c) business or
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`professions; and (d) the individual’s CV. QUALCOMM shall have five (5)
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`business days from receipt of the notice to object in writing to such
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`disclosure (plus three (3) extra days if notice is given other than by hand
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`delivery, e-mail delivery or facsimile transmission). After the expiration of
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`the 5 business days (plus 3 days, if appropriate) period, if no objection has
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`been asserted, then “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
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`ONLY – CONFIDENTIAL SOURCE CODE” materials may be disclosed
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`pursuant to the terms of this Supplemental Protective Order;
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`e.
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`Court reporters and videographers employed in connection with this
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`action, subject to the provisions provided in subparagraph 33(h) herein;
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`f.
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`Professional Vendors to whom disclosure is reasonably necessary for this
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`action, and a representative of which has signed the “Acknowledgement
`
`And Agreement To Be Bound By Supplemental Protective Order
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 11 of 31 PageID #: 2809
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`Governing Confidential Information of Non-Party Qualcomm In This
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`Case” attached hereto as Exhibit A, subject to the following exception:
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`Designated QUALCOMM Material shall not be disclosed to mock jurors
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`without Non-Party QUALCOMM’s express written consent; and
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`g.
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`The Court and its personnel.
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`24.
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`Notwithstanding the Protective Order, unless otherwise ordered or agreed in
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`writing by Non-Party QUALCOMM, Designated QUALCOMM Material may not be disclosed
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`to employees of a Receiving Party, including its in-house attorneys and support staff.
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`25.
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`Notwithstanding the Protective Order, unless otherwise ordered or agreed in
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`writing by Non-Party QUALCOMM, Designated QUALCOMM Material may not be disclosed
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`to mock jurors.
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`26.
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`Notwithstanding the Protective Order, unless otherwise ordered or agreed in
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`writing by Producing Party, Designated QUALCOMM Material may not be disclosed to any in-
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`house counsel for the Receiving Party.
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`27.
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`The Parties acknowledge that Designated QUALCOMM Material also may be
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`subject to the US government export control and economic sanctions laws, including the Export
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`Administration Regulations (“EAR”, 15 CFR 730 et seq., http://www.bis.doc.gov/ ) administered
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`by the Department of Commerce, Bureau of Industry and Security, and the Foreign Asset Control
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`Regulations (31 CFR 500 et seq., http://www.treas.gov/offices/enforcement/ofac/) administered
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`by the Department of Treasury, Office of Foreign Assets Control (“OFAC”). Receiving Parties
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`may not directly or indirectly export, re-export, transfer or release (collectively, “Export”) any
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`Designated QUALCOMM Material to any destination, person, entity or end use prohibited or
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`restricted under US law without prior US government authorization to the extent required by
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`

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`regulation. The US government maintains embargoes and sanctions against the countries listed in
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`Country Groups E:1/2 of the EAR (Supplement 1 to part 740), currently Cuba, Iran, Libya, North
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`Korea, North Sudan and Syria but any amendments to these lists shall apply.
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`28.
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`Receiving Party may host “QUALCOMM – OUTSIDE ATTORNEYS’ EYES
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`ONLY” Material only on either 1) any system inside the firewall of a law firm representing the
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`Receiving Party, or 2) inside the system of a professional ESI Vendor retained by Counsel of
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`Record of the Receiving Party. “QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY”
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`Material also cannot be sent or transmitted to any person, location, or vendor outside of the
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`United States except to Counsel of Record and Outside Consultants designated pursuant to
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`subparagraphs 22(c) and 23(c) above. To the extent that any “QUALCOMM – OUTSIDE
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`ATTORNEYS’ EYES ONLY” Material is transmitted from or to authorized recipients outside of
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`the Receiving Party’s Outside Counsel’s office, or outside of the ESI Vendor’s system, the
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`transmission shall be by hand (and encrypted if in electronic format), by a secure transport
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`carrier (e.g., Federal Express), or by encrypted electronic means. “QUALCOMM – OUTSIDE
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`ATTORNEYS’ EYES ONLY – CONFIDENTIAL SOURCE CODE” may not be transmitted by
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`electronic means.
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`29.
`
`Each person to whom Designated QUALCOMM Material may be disclosed, and
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`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,”
`
`attached hereto as Exhibit B, shall do so, prior to the time such Designated QUALCOMM
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`Material is disclosed to him or her. Counsel for the Receiving Party who makes any disclosure of
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`

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`Designated QUALCOMM Material shall retain each original executed certificate and, upon
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`written request, shall provide copies to counsel for Non-Party QUALCOMM at the termination
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`of this action.
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`30.
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`Absent written permission from Non-Party QUALCOMM, persons not permitted
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`access to Designated QUALCOMM Material under the terms of this Supplemental Protective
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`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
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`the supervision of the Court, to protect Designated QUALCOMM Material from disclosure to
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`persons not authorized to have access to such Designated QUALCOMM Material. Any Party
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`intending to disclose or discuss Designated QUALCOMM Material at pretrial or trial
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`proceedings must give advance notice to the Producing Party to assure the implementation of the
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`terms of this Supplemental Protective Order.
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`E.
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`Access By Outside Consultants
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`31.
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`Notice. If a Receiving Party wishes to disclose Designated QUALCOMM
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`Material to any Outside Consultant, Receiving Party must, prior to the Outside Consultant being
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`granted access to any Designated QUALCOMM Material, provide notice to counsel for Non-
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`Party QUALCOMM, which notice shall include: (a) the individual’s name and business title; (b)
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`business address; (c) business or profession; (d) the individual’s CV; (e) any previous or current
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`relationship (personal or professional) with Non-Party QUALCOMM or any of the Parties to this
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`action; (f) a list of other cases in which the individual has testified (at trial or deposition) within
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`the last six years; (g) a list of all companies with which the individual has consulted or by which
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`the individual has been employed within the last four years, the dates of the consultancy or
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`employment, a brief description of the subject matter of the consultancy or employment, and
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`copies of the “Acknowledgement and Agreement To Be Bound By Supplemental Protective
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`Order” attached as Exhibit A, and the “Certification Of Consultant” attached hereto as Exhibit B,
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`that have both been signed by that Outside Consultant.
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`32.
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`Objections. With respect to Outside Consultants that have not been previously
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`disclosed to Non-Party QUALCOMM, Non-Party QUALCOMM shall have five (5) business
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`days, starting from the first business day following the date upon which Receiving Party
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`provides the notice and all information required by paragraph 31 to the Producing Party, to object
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`for good cause in writing to such disclosure (plus three (3) extra days if notice is given in any
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`manner other than by hand delivery, e-mail delivery or facsimile transmission). After the
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`expiration of the 5 business days (plus 3-days, if appropriate) period, if no objection for good
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`cause has been asserted by Non-Party QUALCOMM, then Designated QUALCOMM Material
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`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
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`forth in detail the grounds on which it is based. Should Receiving Party disagree with the basis
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`for the objection(s), Receiving Party must first attempt to resolve the objection(s) informally
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`with Non-Party QUALCOMM. If the informal efforts do not resolve the dispute within five (5)
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`business days from the date upon which Receiving Party was first notified of any objection for
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`good cause by Non-Party QUALCOMM, Receiving Party may file a motion requesting that the
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`objection(s) be quashed after that five (5) day period has passed. Non-Party Qualcomm shall
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`have the burden of proof by a preponderance of the evidence on the issue of the sufficiency of
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`the objection(s). Pending a ruling by the Court upon any such objection(s), or the subsequent
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`resolution of the objection for good cause by Receiving Party and Non-Party QUALCOMM, the
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`discovery material shall not be disclosed to the person objected to by Non-Party QUALCOMM.
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 15 of 31 PageID #: 2813
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`F.
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`Production of QUALCOMM – OUTSIDE ATTORNEYS’ EYES ONLY –
`CONFIDENTIAL SOURCE CODE Material
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`33.
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`Non-Party QUALCOMM’s Source Code and Chip-Level Schematics:
`
`a.
`
`To the extent that a Producing Party makes Non-Party QUALCOMM’s
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`Source Code or Chip-Level Schematics available for inspection: (i) The
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`Producing Party shall make all relevant and properly requested Non-Party
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`QUALCOMM Source Code available electronically and in text searchable
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`form (1) if produced by Non-Party QUALCOMM, in a separate room at a
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`secure facility selected by Non-Party QUALCOMM or (2) if produced by
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`Defendants, at the offices of Counsel of Record for the producing
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`Defendant or at a secure facility approved by QUALCOMM. The
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`Producing Party shall make the QUALCOMM Source Code available for
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`inspection on a stand-alone, non-networked personal computer running a
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`reasonably current version of the Microsoft Windows or Mac OS
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`operating system (“Source Code Computer”). Alternatively, solely at the
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`option of the Producing Party, the Producing Party may make such source
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`code available on a Source Code Computer that is networked, in a
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`configuration deemed secure by Non-Party QUALCOMM. The Source
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`Code Computer shall be configured to permit review of the QUALCOMM
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`Source Code through a password-protected account having read-only
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`access. To facilitate review of the QUALCOMM Source Code at the
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`secure facility, the Receiving Party may use appropriate tool software on
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`the Source Code Computer, which shall be installed by the Producing
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`Party, including at least one text editor like Visual Slick Edit that is
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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 16 of 31 PageID #: 2814
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`capable of printing out Source Code with page and/or line numbers, a
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`source code comparison tool like Araxis Merge, and at least one multi-text
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`file text search tool such as “grep.” Should it be necessary, other mutually
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`agreed upon tools may be used. Licensed copies of other mutually agreed
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`upon tool software shall be installed on the Source Code Computer by the
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`Producing Party and paid for by the Receiving Party. (ii) The Producing
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`Party shall make all relevant and properly requested Chip-Level
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`Schematics available for inspection electronically on the Source Code
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`Computer in a secure room at a secure facility selected by Non-Party
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`QUALCOMM. The Producing Party shall ensure that the Source Code
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`Computer includes software sufficient to allow a user to view such
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`electronic Chip-Level Schematics.
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`b.
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`The Producing Party shall provide access to the Source Code Computer
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`during the normal operating hours of the secure facility.
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`c.
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`The Source Code Computer shall be equipped to allow printing of the
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`QUALCOMM Source Code and Chip-Level Schematics made available
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`for inspection by the Producing Party. Copies of QUALCOMM Source
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`Code and Chip-Level Schematics shall only be made on watermarked pre-
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`Bates numbered paper, which shall be provided by the Producing Party.
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`Under no circumstances are original printouts of the QUALCOMM
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`Source Code or Chip-Level Schematics to be made except for directly
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`onto the watermarked and numbered sides of the paper provided by the
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`Producing Party. Additionally, the Receiving Party may not print any
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 17 of 31 PageID #: 2815
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`continuous block of QUALCOMM Source Code that results in more than
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`50 consecutive printed pages, except that Authorized Reviewer(s) may
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`request the printing of a continuous block of more than 50 pages, which
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`request shall not be unreasonably denied by the Producing Party. Counsel
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`for the Producing Party will keep the original printouts, and shall provide
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`copies of such original printouts to counsel for the Receiving Party within
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`four (4) business days of (1) any request by the Receiving Party, or (2)
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`otherwise being notified that such original printouts have been made or
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`designated. Counsel of Record for the Receiving Party may request up to
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`10 copies of each original printout of QUALCOMM Source Code or
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`Chip-Level Schematics. No more than 10% or 500 pages of the total
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`QUALCOMM Source Code (not including copies of original printouts)
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`whichever is greater, for any software release (or in the case of hardware
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`Source Code, for any hardware product), no more than 500 pages of
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`QUALCOMM Chip-Level Schematics, and no continuous blocks of
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`QUALCOMM Source Code or Chip-Level Schematics that exceed 50
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`pages, may be in printed form at any one time, without the express written
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`consent of Non-Party QUALCOMM, which shall not be unreasonably
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`denied. All printed QUALCOMM Source Code and Chip-Level
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`Schematics shall be logged by Receiving Party’s Counsel of Record and/or
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`other Personnel Retained by a Receiving Party in this action as noted in
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`subparagraph 33 (i) below. No additional electronic copies of the
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`QUALCOMM Source Code or Chip-Level Schematics shall be provided
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 18 of 31 PageID #: 2816
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`by the Producing Party. Hard copies of the QUALCOMM Source Code or
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`Chip-Level Schematics also may not be converted into an electronic
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`document, and may not be scanned using optical character recognition
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`(“OCR’) technology. Only printouts of QUALCOMM Source Code and
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`Chip-Level Schematics may be made, and such printouts must include (1)
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`directory path information and filenames from which the QUALCOMM
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`Source Code and Chip-Level Schematics came and (2) line numbers. The
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`Producing Party may refuse to provide copies of QUALCOMM Source
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`Code and Chip-Level Schematics printouts that fail to comply with this
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`section.
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`d.
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`Authorized Reviewer(s) in this action shall not print QUALCOMM
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`Source Code or Chip-Level Schematics which have not been reviewed on
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`the Source Code Computer, or in order to review the QUALCOMM
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`Source Code or Chip-Level Schematics elsewhere in the first instance, i.e.,
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`as an alternative to reviewing that QUALCOMM Source Code or Chip-
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`Level Schematics electronically on the Source Code Computer, as the
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`Parties and QUALCOMM acknowledge and agree that the purpose of the
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`protections herein would be frustrated by such actions.
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`e.
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`Authorized Reviewer(s) are prohibited from bringing outside electronic
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`devices, including but not limited to laptops, floppy drives, zip drives, or
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`other hardware into the secure room. Nor shall any cellular telephones,
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`personal digital assistants (PDAs), Blackberries, cameras, voice recorders,
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`Dictaphones, external or portable telephone jacks or other outside
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`

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`Case 6:14-cv-00982-KNM Document 209 Filed 05/20/16 Page 19 of 31 PageID #: 2817
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`electronic devices be permitted inside the secure room, except for medical
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`devices, implants, or equipment reasonably necessary for any legitimate
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`medical reason.
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`f.
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`If any Authorized Reviewer(s) reviewing Non-Party QUALCOMM’s
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`Source Code or Chip-Level Schematics seeks to take notes, all such notes
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`will be taken on bound (spiral or other type of permanently bound)
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`notebooks. No loose paper or other paper that can be used in a printer may
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`be brought into the secure room.
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`g.
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`In the event copies of QUALCOMM Source Code or Chip-Level
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`Schematic printouts are used as exhibits in a deposition, additional copies
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`may be made for the witness and outside counsel for the parties. The
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`printouts shall no