Case 6:21-cv-00984-ADA Document 51-3 Filed 05/24/22 Page 1 of 37
`Case 6:21-cv-00984-ADA Document 51-3 Filed 05/24/22 Page 1 of 37
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`EXHIBIT 3
`EXHIBIT 3
`FILED UNDER SEAL
`FILED UNDER SEAL
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`Case 6:21-cv-00984-ADA Document 51-3 Filed 05/24/22 Page 2 of 37
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE WESTERN DISTRICT OF TEXAS
`WACO DIVISION
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`Plaintiff,
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`v.
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`JAWBONE INNOVATIONS, LLC
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`APPLE INC.,
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`
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`Defendant.
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`
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`§
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`Case No. 6:21-CV-00984-ADA
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`PROTECTIVE ORDER FOR PATENT CASES 
`WHEREAS, Plaintiff Jawbone Innovations, LLC and Defendant Apple, Inc., hereafter referred to
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`as “the Parties,”1 believe that certain information that is or will be encompassed by discovery
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`demands by the Parties involves the production or disclosure of trade secrets, confidential and/or
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`commercially sensitive business information, or other proprietary information;
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`WHEREAS, the Parties seek a protective order limiting disclosure thereof in accordance with Federal
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`Rule of Civil Procedure 26(c):
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`THEREFORE, it is hereby stipulated among the Parties and ORDERED that:
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`1.
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`Each Party may designate as confidential for protection under this Order, in whole or in part,
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`any document, information, or material that constitutes or includes, in whole or in part,
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`confidential, commercially sensitive, or proprietary information or trade secrets of the Party
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`or a Third Party to whom the Party reasonably believes it owes an obligation of
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`                                                            
`1 1 “Party” or “Parties” mean any party to this case, including all of its officers, directors,
`employees, consultants, retained experts, and Outside Counsel and their support staffs. 
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`1
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`confidentiality with respect to such document, information, or material (“Protected
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`Material”). Protected Material shall not include: (i) advertising materials that have been
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`actually published or publicly disseminated; and (ii) materials that show on their face they
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`have been disseminated to the public. Nothing in this Order shall prevent or restrict a
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`Producing Party’s2 own disclosure or use of its own Protected Material for any purpose,
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`and nothing in this Order shall preclude any Producing Party from showing its Protected
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`Material to an individual who prepared the Protected Material. Designations under this
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`Order shall be made with care and shall not be made absent a good faith belief that the
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`designated material satisfies the criteria set forth below. If it comes to a Producing Party’s
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`attention that designated material does not qualify for protection at all, or does not qualify
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`for the level of protection initially asserted, the Producing Party must promptly notify all
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`other Parties that it is withdrawing or changing the designation.
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`(a) Designating Written Discovery and Documents and Tangible Things:
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`Protected Material includes written discovery, documents (which include
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`“electronically stored information,” as that phrase is used in Federal Rule of
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`Procedure 34) and tangible things. Protected Material shall be designated by the
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`Party producing it by affixing a legend or stamp on such document, information,
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`or material as follows: “CONFIDENTIAL.” The word,” “CONFIDENTIAL
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`ATTORNEYS’ EYES ONLY,”
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`or
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`“CONFIDENTIAL
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`- OUTSIDE
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`ATTORNEYS’ EYES ONLY
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`- SOURCE CODE”
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`(“DESIGNATED
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`                                                            
`2 “Producing Party” means any Party or non-party that discloses or produces any Discovery
`Material in this case.
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`2
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`MATERIAL”).3
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` The words “CONFIDENTIAL,” “CONFIDENTIAL
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`-
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`ATTORNEYS’ EYES ONLY,”
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`or
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`“CONFIDENTIAL
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`- OUTSIDE
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`ATTORNEYS’ EYES ONLY - SOURCE CODE” shall be placed clearly on each
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`page of the Protected Material for which such protection is sought (except deposition and
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`hearing transcripts) for which such protection is sought., native files, and videotapes
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`for which such protection is sought prior to production). For digital files being
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`produced, the Producing Party may mark each viewable page or image with the
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`appropriate designation, and mark the medium, container, and/or communication
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`in which the digital files were contained. In the event that original documents are
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`produced
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`for
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`inspection,
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`the original documents
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`shall be presumed
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY” during the inspection and
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`re-designated as appropriate during the copying process.
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`1.(b)
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`Designating Transcripts: Parties or testifying persons or entities may
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`Formatted
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`designate depositions and other testimony with the appropriate designation by
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`indicating on the record at the time the testimony is given or by sending written
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`notice of how portions of the transcript of the testimony is designated within thirty
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`(30) days of receipt of the transcript of the testimony. If no indication on the record
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`is made, all information disclosed during a deposition shall be deemed
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY” until the time within which it
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`may be appropriately designated as provided for herein has passed. Any Party that
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`                                                            
`3 The term DESIGNATED MATERIAL is used throughout this Order to refer to the class of
`materials designated as “CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’ EYES
`ONLY,” or “CONFIDENTIAL - OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE,”
`individually and collectively.
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`3
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`Case 6:21-cv-00984-ADA Document 51-3 Filed 05/24/22 Page 5 of 37
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`wishes to disclose the transcript, or information contained therein, may provide
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`written notice of its intent to treat the transcript as non-confidential, after which
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`time, any Party that wants to maintain any portion of the transcript as confidential
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`must designate the confidential portions within fourteen (14) days, or else the
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`transcript may be treated as non-confidential. Any Protected Material that is used
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`in the taking of a deposition shall remain subject to the provisions of this Order,
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`along with the transcript pages of the deposition testimony dealing with such
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`Protected Material. In such cases the court reporter shall be informed of this Order
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`and shall be required to operate in a manner consistent with this Order. For
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`deposition and hearing
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`transcripts,
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`the word “CONFIDENTIALwords
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`“CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’ EYES ONLY,” or
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`“CONFIDENTIAL - OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE”
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`shall be placed on the cover page of the transcript (if not already present on the
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`cover page of the transcript when received from the court reporter) by each attorney
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`receiving a copy of the transcript after that attorney receives notice of the
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`designation of some or all of
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`that
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`transcript as “CONFIDENTIAL.”,”
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL -
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`OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE.” Counsel for any
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`Producing Party shall have the right to exclude from oral depositions, other than
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`the deponent, deponent’s counsel, the reporter and videographer (if any), any
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`person who is not authorized by this Order to receive or access Protected
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`Material based on the designation of such Protected Material. Such right of
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`exclusion shall be applicable only during periods of examination or testimony
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`4
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`regarding such Protected Material.
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`(c) Designating Videotaped Depositions: 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
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`to indicate that the contents of the videotape are subject to this Order, including the
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`specific confidentiality level claimed if such a designation is made prior to the
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`videotape being provided by the video technician, substantially along the lines of:
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`“This videotape contains [confidential] testimony used in this case and is not to be
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`viewed, or the contents thereof displayed or revealed, except pursuant to the terms
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`of the operative Protective Order in this matter or pursuant to written stipulation of
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`the Parties.”
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`(d) Designating Native Files: Where electronic files and documents are produced in
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`native electronic format, such electronic files and documents shall be designated
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`for protection by appending to the file names or designators information indicating
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`whether
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`the
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`file
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`contains
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`“CONFIDENTIAL,”
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`“CONFIDENTIAL
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`-
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`ATTORNEYS’ EYES ONLY,”
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`or
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`“CONFIDENTIAL
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`- OUTSIDE
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`ATTORNEYS’ EYES ONLY - SOURCE CODE” Protected Material. When such
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`electronic files or documents are printed (for use at a deposition, in a court
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`proceeding, or for provision in printed form to an expert or consultant pre-approved
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`pursuant to this Order), the Party printing the electronic files or documents shall
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`affix a legend to the printed document corresponding to the designation of the
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`Designating Party and including the production number and designation associated
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`with the native file. No one shall seek to use in this litigation a .tiff, .pdf or other
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`other image format version of a document produced in native file format without
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`5
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`first (1) providing a copy of the image format version to the Producing Party so that
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`the Producing Party can review the image to ensure that no information has been
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`altered, and (2) obtaining the consent of the Producing Party, which consent shall
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`not be unreasonably withheld.
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`2.
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`Any document produced before issuance of this Order, including pursuant to the Court’s
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`Order Governing Proceedings - Patent Case, with the designation “Confidential” or the like
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`shall receive the same treatment as if designated “CONFIDENTIAL” under this orderOrder
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`and any such documents produced with the designation “Confidential - Outside Attorneys’
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`Eyes Only” or the like shall receive the same treatment as if designated “CONFIDENTIAL
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`- OUTSIDE ATTORNEYS’ EYES ONLY” under this Order, unless and until such
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`document is re-designated to have a different classification under this Order.
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`3.
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`With respect to documents, information, or material designated “CONFIDENTIAL,”
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`“CONFIDENTIAL - ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL - OUTSIDE
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`ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL
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`- SOURCE CODE”
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`(“DESIGNATED MATERIAL”),4 subject to the provisions herein and unless otherwise
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`stated, this Order governs, without limitation: (a) all documents, electronically stored
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`information, and/or things as defined by the Federal Rules of Civil Procedure; (b) all
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`pretrial, hearing or deposition testimony, or documents marked as exhibits or for
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`identification in depositions and hearings; (c) pretrial pleadings, exhibits to pleadings and
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`other court filings; (d) affidavits; and (e) stipulations. All copies, reproductions, extracts,
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`                                                            
`4 The term DESIGNATED MATERIAL is used throughout this Protective Order to refer to the
`class of materials designated as “CONFIDENTIAL,” “CONFIDENTIAL - ATTORNEYS’ EYES
`ONLY,” “CONFIDENTIAL - OUTSIDE ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL
`- SOURCE CODE,” individually and collectively.
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`6
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`digests, and complete or partial summaries prepared from any DESIGNATED
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`MATERIALS shall also be considered DESIGNATED MATERIAL and treated as such
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`under this Order.
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`4.
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`A designation of Protected Material (i.e., “CONFIDENTIAL,” “CONFIDENTIAL -
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`ATTORNEYS’ EYES ONLY,” or “CONFIDENTIAL - OUTSIDE ATTORNEYS’ EYES
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`ONLY,” or “CONFIDENTIAL - SOURCE CODE”) may be made at any time. Inadvertent
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`or unintentional production of documents, information, or material that has not been
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`designated as DESIGNATED MATERIAL shall not be deemed a waiver in whole or in part
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`of a claim for confidential treatment. Any Party that inadvertently or unintentionally
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`produces Protected Material without designating it as DESIGNATED MATERIAL may
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`request destruction of that Protected Material by notifying the recipient(s) as soon as
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`reasonably possible after the producingProducing Party becomes aware of the inadvertent
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`or unintentional disclosure, and providing replacement Protected Material that is properly
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`designated. The recipient(s) shall then destroy all copies of the inadvertently or
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`unintentionally produced Protected Materials and any documents, information, or material
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`derived from or based thereon.
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`5.
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`“CONFIDENTIAL” documents, information, and material may be disclosed only to the
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`following persons, except upon receipt of the prior written consent of the designating Party,
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`upon order of the Court, or as set forth in paragraph 1518 herein:
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`
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`(a)
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`(b)
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`Outside counselCounsel5 of record in this Action for the Parties.
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`Employees of such counselOutside Counsel assigned to and reasonably necessary
`to assist such counselOutside Counsel in the litigation of this Action.
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`                                                            
`5 “Outside Counsel” means (i) outside counsel who appear on the pleadings as counsel for a Party
`and (ii) partners, associates, and staff of such counsel to whom it is reasonably necessary to
`disclose the information for this litigation. 
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`7
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`(d)
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`(c)
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`In-house counsel for the Parties who either have responsibility for making decisions
`dealing directly with the litigation of this Action, or who are assisting outside
`counsel in the litigation of this Action.
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`Up to and including three (3) designated representatives of each of the Parties to the extent
`reasonably necessary for the litigation of this Action, except that any Party may in good
`faith request the other Party’s consent to designate one or more additional
`representatives, the other Party shall not unreasonably withhold such consent, and the
`requesting Party may seek leave of Court to designate such additional representative(s) if
`the requesting Party believes the other Party has unreasonably withheld such consent.
`(c) Mock jurors who have signed an undertaking or agreement agreeing not to publicly
`disclose Protected Material and to keep any information concerning Protected
`Material confidential.
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`
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`(e)(d) Outside consultants or experts retained for the purpose of this litigation, provided
`that: (1) such consultants or experts are not presently employed by the Parties or
`of an affiliate or competitor of a Party hereto for purposes other than this Action;
`(2 (or related actions), nor anticipated at the time of retention to become an officer,
`director or employee of a Party or of a competitor of a Party; (2) such expert or
`consultant accesses the Protected Materials in the United States only, and does not
`transport them to or access them from any foreign jurisdiction; (3) before access is
`given, the consultant or expert has completed the UndertakingAcknowledgment
`and Agreement to be Bound attached as Appendix A hereto and the same is served
`upon the producing Party with a current curriculum vitae of the consultant or expert,
`including a list of other cases in which the individual has provided a report or
`testified (at trial or deposition); and a list of companies that the individual(4) no
`unresolved objections to such disclosure exist after proper notice has been
`employed by or provided consulting services pertaining to the field of the invention
`of the patent(s)-in-suit or the products accused of infringement within the last four
`years and a brief description of the subject matter of the consultancy or
`employment, at least ten (10) days before access to the Protected Material is to be
`given to that consultant or expert to object to and notify the receiving Party in
`writing that it objects to disclosure of Protected Material to the consultant or expert.
`The Parties agree to promptly confer and use good faith to resolve any such
`objection. If the Parties are unable to resolve any objection, the objecting Party
`may file a motion with the Court within fifteen (15) days of receipt of the notice, or
`within such other time as the Parties may agree, seeking a protective order with
`respect to the proposed disclosure. The objecting Party shall have the burden of
`proving the need for a protective order. No disclosure shall occur until all such
`objections are resolved by agreement or Court orderall Parties.
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`(f)(e) Independent litigation support services, including persons working for or as court
`reporters, graphics or design services, translation services, jury or trial consulting
`services, provided they have agreed to be bound by the provisions of this Order by
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`8
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`6.
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`signing a copy of Exhibit A, and photocopy, document imaging, and database
`services retained by counselOutside Counsel and reasonably necessary to assist
`counsel with the litigation of this Action.
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`Court reporters, stenographers and videographers retained to record testimony
`taken in this action;
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`The Court and, its personnel., and the jury;
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`Any mediator who is assigned to hear this matter, and his or her staff, subject to
`their agreement to maintain confidentiality to the same degree as required by this
`Protective Order; and
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`Any other person with the prior written consent of the Producing Party.
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`(f)
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`(g)
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`(h)
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`(i)
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`A Party shall designate documents, information, or material as “CONFIDENTIAL” only
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`upon a good faith belief that the if such documents, information, or material containsthat
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`contain or reflect confidential or, proprietary information or trade secrets of the Party or a
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`Third Party to whom the Party reasonably believes it owes an obligation of confidentiality
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`with respect to such documents,, and/or commercially sensitive information, or material.
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`7.
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`Documents, information, or material produced pursuant to any discovery request in this
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`Action, including but not limited to Protected Material designated as DESIGNATED
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`MATERIAL, shall be used by the Parties only in the litigation of this Action and shall not
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`be used for any other purpose. Any person or entity who obtains access to DESIGNATED
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`MATERIAL or the contents thereof pursuant to this Order shall not make any copies,
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`duplicates, extracts, summaries, or descriptions of such DESIGNATED MATERIAL or any
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`portion thereof except as may be reasonably necessary in the litigation of this Action. Any
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`such copies, duplicates, extracts, summaries, or descriptions shall be classified
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`DESIGNATED MATERIALS and subject to all of the terms and conditions of this Order.
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`8.
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`To the extent a producing Party believes that certain Protected Material qualifying to be
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`designated CONFIDENTIAL is so sensitive that its dissemination deserves even further
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`9
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`limitation, the producingA Producing Party may designate such Protected Material as
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`“CONFIDENTIAL -– ATTORNEYS’ EYES ONLY,”” if it contains or to the extent
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`reflects information that is extremely confidential and/or sensitive in nature and the
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`Producing Party reasonably believes that the disclosure of such Protected Material is likely
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`to cause economic harm or significant competitive disadvantage to the producing Party.
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`The Parties agree that the following information, if non-public, shall be presumed to merit
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`the “CONFIDENTIAL – ATTORNEYS’ EYES ONLY” designation: trade secrets,
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`pricing information, financial data, sales information, sales or marketing forecasts or plans,
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`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
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`similar competitive and business sensitivity. To the extent such Protected Material includes
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`computer source code6,7 including computer code, scripts, assembly, binaries, object code,
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`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
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`(CAD) files that describe the hardware design of any component, and/or live data (that is,
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`data as it exists residing in a database or databases) (“Source Code Material”), the
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`producingProducing Party may designate such Protected Material as “CONFIDENTIAL –
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`OUTSIDE ATTORNEYS’ EYES ONLY - SOURCE CODE.”
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`9.
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`For Protected Material designated “CONFIDENTIAL - ATTORNEYS’ EYES ONLY,
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`access to, and disclosure of, such Protected Material shall be limited to individuals listed
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`                                                            
`6 Nothing in this Order shall be construed as a representation or admission that Source Code
`Material is properly discoverable in this action or to obligate any Party to produce any Source
`Code Material. 
`7 Source Code-adjacent material, including source listings (e.g., file names and path structure), descriptions of
`source code (e.g., descriptions of declarations, functions, and parameters), and object code listings and descriptions
`of object code, shall be designated as CONFDIENTIAL – ATTORNEYS’ EYES ONLY and treated appropriately. 
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`10
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`in paragraphs 5(a–c) and (e–g); provided, however, that access by in-house counsel pursuant
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`to paragraph 5(c) be limited to in-house counsel who exercise no competitive decision-
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`making authority on behalf of the client.
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`10.9. For Protected Material designated CONFIDENTIAL - OUTSIDE ATTORNEYS’ EYES
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`ONLY,,” access to, and disclosure of, such Protected Material shall be limited to
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`individuals listed in paragraphs 5(a–b) and (e–g); provided, however, that the designating
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`Party shall accommodate reasonable requests to provide summary information to in-house
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`counsel designated pursuant to paragraph 5(c) who exercise no competitive decision-
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`making authority on behalf of the client and reasonably require access to such information.
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`the follows:
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`(a) The Receiving Party’s Outside Counsel, provided that such Outside Counsel is not
`involved in competitive decision-making authority, as defined by U.S. Steel v.
`United States, 730 F.2d 1465, 1468 n.3 (Fed. Cir. 1984), on behalf of a Party or a
`competitor of a Party, and such Outside Counsel’s immediate paralegals and staff,
`and any copying or clerical litigation support services working at the direction of
`such counsel, paralegals, and staff;
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`(b) 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 or of a
`competitor of a Party, nor anticipated at the time of retention to become an officer,
`director, or employee of a Party or of a competitor of a Party; (c) such expert or
`consultant is not involved in competitive decision-making, as defined by U.S. Steel
`v. United States, 730 F.2d 1465, 1468 n.3 (Fed. Cir. 1984), on behalf of a Party or
`a competitor of a Party; (d) such expert or consultant accesses the materials in the
`United States only, and does not transport them to or access them from any foreign
`jurisdiction; and (e) no unresolved objections to such disclosure exist after proper
`notice has been given to all Parties;
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`(c) Court reporters, stenographers and videographers retained to record testimony
`taken in this action;
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`(d) The Court, its personnel, and the jury;
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`11
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`(e) Graphics, translation, design, and/or trial consulting personnel, having first agreed
`to be bound by the provisions of the Protective Order by signing a copy of
`Exhibit A;
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`(f) Any mediator who is assigned to hear this matter, and his or her staff, subject to
`their agreement to maintain confidentiality to the same degree as required by this
`Protective Order; and
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`(g) Any other person with the prior written consent of the Producing Party.
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`In addition, a Party may disclose arguments and materials derived from Discovery Material
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`designated as “CONFIDENTIAL – ATTORNEYS’ EYES ONLY” to mock jurors who have
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`signed an undertaking or agreement agreeing not to publicly disclose Protected Material and to
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`keep any information concerning Protected Material confidential. A Party may not disclose to
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`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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`11.10. For Protected Material designated “CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES
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`ONLY - SOURCE CODE,,” the same restrictions set forth for Protected Material designated
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`“CONFIDENTIAL – OUTSIDE ATTORNEYS’ EYES ONLY” and the following additional
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`restrictions apply:
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`(a)
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`Any Source Code Material that is produced by Plaintiff shall be made available for
`inspection in electronic format at the Austin office of its outside counsel, the Mort
`Law Firm, PLLC, or any other location mutually agreed by the Parties. Any Source
`Code Material that is produced by Defendant will be made available for inspection
`at the Dallas office of its Outside Counsel, Fish & Richardson, P.C., or any other
`location mutually agreed by the Parties.
`
`(a)(b) Access to a Party’s Source Code Material shall be provided only on a secured
`“stand-alone” computer(s) (that is, the computer may not be linked to any network,
`including a local area network (“LAN”), an intranet or the Internet). The stand-
`alone computer(s) shall include a full-size keyboard, mouse, and two monitors.
`The stand-alone computer(s) may be connected to (i) a printer, or (ii) a device
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`capable of temporarily storing electronic copies solely for the limited purposes
`permitted pursuant to paragraphs 11(h and k) below. Additionally, except as
`provided in paragraph 11(k) below, the stand-alone computer(s) may only be
`located at the offices of the producing Party’s outside counsel or its vendors) in a
`secure room (the “Source Code Computer” in the “Source Code Review Room”).
`The Source Code Computer may be connected to a printer via one printer port.
`The Source Code Computer will have USB ports enabled for the use of an external
`monitor, an external mouse, and an external keyboard but shall otherwise have all
`access ports disabled (except for USB ports), as necessary and appropriate to
`prevent and protect against any unauthorized copying, transmission, removal or
`other transfer of any Source Code Material outside or away from the computer on
`which the Source Code Material is provided for inspection in the Source Code
`Review Room.
`
`
`
`(b)(c) Prior to the first inspection of any requested Source Code Material, the Receiving
`Party shall provide fourteen (14) days’ notice of the Source Code Material that it
`wishes to inspect. The receivingReceiving Party shall provide three (3) days’
`notice prior to any additional inspections of that code. The Receiving Party shall
`make reasonable efforts to restrict its requests for such access to the stand-alone
`computer(s)Source Code Computer to normal business hours, which for purposes
`of this paragraph shall be 89:00 a.m. through 65:00 p.m. The receiving Party shall
`provide fourteen (14) days’ notice prior to its first review, and shall provide three
`(3) days’ notice prior to subsequent reviews.8 However, upon on business days
`(i.e., weekdays that are not Federal holidays). A list of names of persons who will
`inspect the Source Code Material will be provided to the Producing Party at
`the time of the request for access. Upon reasonable notice from the
`receivingReceiving Party, the producingProducing Party shall make reasonable
`efforts to accommodate the receivingReceiving Party’s request for access to the
`stand-alone computerSource Code Computer(s) outside of normal business hours.
`The Parties agree to cooperate in good faith such that maintaining the
`producingProducing Party’s Source Code Material at the offices of its outside
`counsel or its vendorsOutside Counsel shall not unreasonably hinder the
`receivingReceiving Party’s ability to efficiently and effectively conduct the
`prosecution or defense of this Action.
`
`The producingThe Producing Party shall install tools that are sufficient for viewing
`and searching the Source Code Material produced, on the platform produced, if
`such tools exist and are presently used in the ordinary course of the Producing
`Party’s business. The Receiving Party’s Outside Counsel and/or experts may
`request that commercially available software tools for viewing and searching
`Source Code Material be installed on the Source Code Computer, provided,
`however, that (a) the Receiving Party possesses an appropriate license to such
`software tools; (b) the Producing Party approves such software tools, which
`approval shall not be unreasonably withheld; and (c) such other software tools are
`                                                            
`8 This notice period runs concurrently with the periods provided under Section 5(e).
`
`(d)
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`reasonably necessary for the Receiving Party to perform its review of the Source
`Code Material consistent with all of the protections herein. The Receiving Party
`must provide the Producing Party with the CD or DVD containing such licensed
`software tool(s) at least ten (10) days in advance of the date upon which the
`Receiving Party wishes to have the additional software tools available for use on
`the Source Code Computer.
`
`No recordable media or recordable devices, including without limitation sound
`recorders, computers, cell phones, peripheral equipment, cameras, CDs, DVDs, or
`drives of any kind, shall be permitted into the Source Code Review Room.
`
`The Receiving Party’s Outside Counsel and/or experts shall be entitled to take
`notes relating to the Source Code Material but may not copy the Source Code
`Material into the notes and may not take such notes electronically on the Source
`Code Computer itself or any other computer.
`
`The Producing Party may visually monitor the activities of the Receiving Party’s
`representatives during any Source Code Material review, but only to ensure that
`no unauthorized electronic records of the Source Code Material are being created
`or transmitted in any way.
`
`No copies of all or any portion of the Source Code Material may leave the Source
`Code Review Room except as otherwise provided h