UMG Recordings, Inc. et al v. Veoh Networks, Inc. et al

Filing 42

UMG Recordings, Inc. et al v. Veoh Networks, Inc. et al

Doc. 42

1 Steven A. Marenberg (101033) ([e-mail]) Elliot Brown (150802) ([e-mail]) 2 Brian Ledahl (186579) ([e-mail]) Benjamin Glatstein (242034) ([e-mail]) 3 IRELL & MANELLA LLP 1800 Avenue of the Stars, Suite 900 4 Los Angeles, California 90067-4276 Telephone: [phone] Facsimile: [phone] 6 Attorneys for Plaintiffs UMG Recordings, Inc.; 7 Universal Music Corp.; Songs of Universal, Inc.; 8 Universal-Polygram International Publishing, Inc.; Rondor Music International, Inc.; 9 Universal Music ­ MGB NA LLC; Universal Music ­ Z Tunes LLC; 10 and Universal Music ­ MGB Music Publishing Ltd. 11 ADDITIONAL COUNSEL LISTED ON 12 SIGNATURE PAGE 13 14 15 16 17 UMG RECORDINGS, INC., et al., Plaintiffs, 18 19 20 21 22 23 24 25 26 27 28 ) ) ) ) ) v. ) VEOH NETWORKS, INC., a California ) ) corporation, DOES 1-10, inclusive, ) ) Defendants. ) ) ) Case No. CV 07-05744 AHM (AJWx) STIPULATION FOR INTERIM PROTECTIVE ORDER Judge: Hon. Andrew J. Wistrich Ctrm: 690 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION

STIPULATION FOR INTERIM PROTECTIVE ORDER

Dockets.Justia.com

1

WHEREAS, plaintiffs (collectively "UMG") and defendant Veoh Networks,

2 Inc. ("Veoh") agree that a protective order should be entered in this matter to govern 3 the disclosure of confidential, proprietary, trade secret, or private information; 4 WHEREAS, the parties agree on most provisions of a protective order for 5 this action and will present a motion to the Court for decision (to be calendared for 6 hearing on June 16, 2008) regarding resolution of their dispute which deals with the 7 disclosure of protected material to experts or consultants working with the parties; 8 WHEREAS, the parties wish to enter into an interim protective order to 9 facilitate more prompt discovery pending the resolution of the motion presented to 10 the Court and without prejudice to their respective positions in connection with that 11 motion; and 12 WHEREAS, to avoid prejudice to their respective positions about the dispute 13 presented to the Court, the parties agree not to disclose any materials they receive 14 pursuant to the terms of the interim protective order to any expert or consultant until 15 such time as the Court has ruled on the motion regarding that issue. 16 18 20 NOW THEREFORE, the parties hereto, by and through their respective 1. 2. The Court may enter the STIPULATED INTERIM PROTECTIVE Entry of the STIPULATED INTERIM PROTECTIVE ORDER shall 17 counsel stipulate as follows: 19 ORDER set forth below; 21 be without prejudice to either parties' positions regarding the pending motion for 22 entry of protective order. 23 3. Neither party shall disclose any material it receives in discovery which 24 is designated under the STIPULATED INTERIM PROTECTIVE ORDER to any 25 Independent Expert or Consultant (as those terms are used in paragraph 9 of the 26 STIPULATED INTERIM PROTECTIVE ORDER) during the pendency of the 27 motion for entry of protective order presented to the Court; 28
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4.

After the Court's ruling on the motion for entry of protective order, any

2 materials designated under the STIPULATED INTERIM PROTECTIVE ORDER 3 will be governed by the terms of such protective order as the Court may enter in 4 ruling on the motion. 5 6 7 STIPULATED INTERIM PROTECTIVE ORDER Plaintiffs UMG Recordings, Inc., Universal Music Corp., Songs of Universal,

8 Inc., Universal-Polygram International Publishing, Inc., Rondor Music International, 9 Inc., Universal Music ­ MGB NA LLC, Universal Music ­ Z Tunes LLC, and 10 Universal Music ­ MGB Music Publishing Ltd. (collectively, "UMG"), and 11 Defendant Veoh Networks, Inc. ("Veoh") (collectively, the "Parties," and each 12 individually, a "Party") recognize that the Parties and third parties may be required, 13 pursuant to discovery, to disclose confidential, proprietary, trade secret, or private 14 information in Universal Music Group v. Veoh Networks, Inc., CV 07-05744 AHM 15 AJWx ("the Action" or the "Litigation"). To protect against the improper use or 16 disclosure of such information, the Parties agree that good cause exists for the entry 17 of this Protective Order pursuant to Rule 26(c), in the above-captioned Action as 18 evidenced by the signatures of their respective counsel, and accordingly stipulate as 19 follows: 20 22 IT IS HEREBY ORDERED BY STIPULATION OF THE PARTIES 1. This Protective Order shall govern all Discovery Materials produced or 21 THAT: 23 disclosed in the Litigation by any Party, or by any non-party, or their respective 24 counsel, retained experts, directors, officers, employees, or agents (referred to herein 25 collectively as "Representatives") (the "Producing Party") to any other Party or its 26 Representatives (the "Receiving Party"). The term "Discovery Materials" shall 27 mean and include Documents (as defined below); answers to interrogatories; 28 responses to requests for admissions; depositions; expert reports; briefs,
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1 memoranda, or writings filed with or otherwise supplied to the Court; and such other 2 materials and information as may be produced or disclosed during the course of 3 discovery in the Litigation. The term "Documents" shall mean every means of 4 recording any form of communication or representation upon any tangible thing, 5 including letters, words, pictures, sounds, or symbols, or combinations thereof, 6 whether recorded by handwriting, printing, photostatic, or photographic means, 7 magnetic impulse, tape, computer disk, CD-ROM or any other form of data storage, 8 data compilation, or mechanical or electronic recording, and all other tangible 9 things, including writings, drawings, graphs, charts, photographs, sound recordings, 10 images, and other data or data compilations stored in any medium from which 11 information can be obtained, which come within the meaning of "writing" contained 12 in Rule 1001 of the Federal Rules of Evidence, or within the meaning of 13 "document" or "tangible thing" contained in Rule 34 of the Federal Rules of Civil 14 Procedure. 15 2. The term "CONFIDENTIAL INFORMATION" shall mean and include 16 non-public confidential information of or in the possession of the Producing Party as 17 to which the Producing Party considers in good faith to contain Trade Secrets (as
1 18 that term is defined in California Civil Code § 3426.1) or confidential business,

19 financial, or technical information that may be protected from public disclosure 20 under the Federal Rules of Civil Procedure or California law, including without 21 limitation non-public financial information regarding the party's goods, services and 22 businesses and potential businesses, including cost information, and profit and loss 23 information; non-public financial projections and forecasts; internal P&L statements 24 and other non-public financial and economic information including financial 25 "Trade Secrets" accordingly means "information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) 26 Derives independent economic value, actual or potential, from not being generally 27 known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the 28 circumstances to maintain its secrecy." Cal. Civ. Code § 3426.1.
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1 analyses, budgets, sales projections and forecasts; non-public information regarding 2 business development, marketing and sales plans; non-public surveys; non-public 3 technical information including non-public engineering, manufacturing and 4 commercial information and know-how; non-public competitive analyses; customer 5 and member information; confidential agreements with third parties; confidential 6 communications with third parties; information received from third parties under 7 conditions of confidentiality, for example, pursuant to non-disclosure agreements or 8 confidentiality provisions; source code, proprietary databases and other proprietary 9 electronically stored information. 10 3. The term "ATTORNEYS' EYES ONLY INFORMATION" shall mean 11 the subset of CONFIDENTIAL INFORMATION that contains information of an 12 extremely sensitive nature as to which the Producing Party has a good faith belief 13 that disclosure to a Receiving Party, even pursuant to the restrictions of this 14 Protective Order governing CONFIDENTIAL INFORMATION, could pose a 15 significant risk of competitive harm. The Parties agree that ATTORNEYS' EYES 16 ONLY information should be produced on more restrictive terms than other 17 CONFIDENTIAL INFORMATION to reduce the risk of competitive harm. 18 4. Recognizing that the ordinary ATTORNEYS' EYES ONLY category 19 should generally protect parties and non-parties against the risk of having even 20 sensitive information exposed to business personnel, the Parties agree that some 21 information is so sensitive that greater protection is warranted. Therefore, the 22 Parties agree that such highly sensitive information may be designated as 23 "OUTSIDE COUNSEL EYES ONLY," where they reasonably and in good faith 24 believe that providing such information to the limited House Counsel (as defined in 25 Paragraphs 6 and 7) under the Protective Order represents an unreasonable risk of 26 intentional or inadvertent disclosure, including without limitation: 27 28
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1 2 3 4 5 6 7 8 9 10 11 12 5.

(a)

Proprietary and confidential business plans that the other parties could utilize to their competitive advantage if they were provided access to them;

(b)

Proprietary and confidential financial information that the other parties could utilize to their competitive advantage if they were provided access to them; and

(c)

Other types of proprietary and confidential trade secrets such as lists of customers not publicly known, technical information, cost information, and individual pricing information not either publicly available or available upon the request of a customer that competitors could utilize to their competitive advantage.

Any Discovery Materials filed with the Court or produced or provided

13 by any Party or non-party in the course of discovery or other proceedings in this 14 action may be designated by such Party or non-party as CONFIDENTIAL 15 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE 16 COUNSEL EYES ONLY, so long as a good faith and reasonable basis exists for 17 such a designation. 18 6. The term "Counsel" shall mean counsel of record in the Litigation and 19 in-house counsel for the companies who are attorneys actively involved in the 20 management and supervision of litigation for their employers ("House Counsel") 21 (subject to the limitations set forth in paragraph 7), and the supporting personnel 22 employed by the attorneys, such as paralegals, translators, secretaries, clerks, 23 shorthand reporters and document copiers. 24 26 27 28
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7.

(a) Each party hereby designates the following individuals as their

25 "House Counsel" unless adjusted pursuant to the terms of this Paragraph: For UMG: (1) Michael Ostroff, (2) Harvey Geller, and (3) Darren Schmidt.

1 2 3

For Veoh: (1) Joshua Metzger, (2) Reserved, and (3) Reserved. (b) Unless otherwise ordered by the Court or agreed in writing by the

4 parties, a Party that seeks to designate new House Counsel ("Designating Party"), 5 must first serve a written request on the other Party (1) that sets forth the full name, 6 current employer(s) and job title(s) of the proposed new House Counsel, and (2) that 7 identifies which of the previously-designated House Counsel will be relieved of 8 authority to review Attorneys' Eyes Only Discovery Materials. 9 10 11 12 13 14 15 16 17 18 19 20 (c) A Designating Party that serves a request in accordance with the preceding subparagraph may disclose confidential Discovery Materials to the proposed new House Counsel unless, within seven court days of serving the request, the other party serves the Designating Party with a written objection to the proposed new House Counsel. Any such objection must set forth with particularity the ground(s) on which it is based. The Parties must then promptly meet and confer to try to resolve their disagreement. If no agreement is reached, the Parties shall contact the Court to determine whether it is the Court's preference to resolve the dispute by (1) teleconference, (2) letter briefs, or (3) joint stipulation in accordance with the Local Rule governing discovery disputes. 8. A party or non-party disclosing information or producing documents

21 that are not to be accessed by any House Counsel shall designate such information 22 or documents as OUTSIDE COUNSEL EYES ONLY. 23 9. An "Independent Expert or Consultant" is any person or organization 24 with whom counsel or a party may deem it necessary to consult concerning 25 technical, financial or other aspects of this case for the preparation or trial thereof. 26 For the purposes of this Order, an Independent Expert or Consultant shall be 27 restricted to a person who is retained or employed as a bona fide consultant or 28 expert for purposes of this litigation, whether full or part time, by or at the direction
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1 of counsel for a party, and is not a past or a current employee of any party or of a 2 competitor of any party to this action, and who, at the time of retention, is not 3 anticipated to become an employee of a Party or a competitor of a Party's. No 4 Independent Expert or Consultant may be shown any CONFIDENTIAL 5 INFORMATION, including ATTORNEYS' EYES ONLY INFORMATION or 6 OUTSIDE COUNSEL EYES ONLY INFORMATION, until such person or 7 organization reads this Protective Order and agrees to be bound by its terms by 8 signing the Non-Disclosure Agreement attached hereto as Exhibit A. The Party who 9 has retained such an Independent Expert or Consultant shall keep the original Non10 Disclosure Agreement signed by the Independent Expert or Consultant and, if 11 requested, make it available for inspection or copying by the Producing Party at the 12 conclusion of the litigation and all appeals, unless the Independent Expert or 13 Consultant has already been designated as a testifying expert, in which case it may 14 be requested by the Producing Party after such designation. 15 10. Except as provided for below in Paragraphs 11, 12 or 13, any 16 Discovery Materials containing or including any CONFIDENTIAL 17 INFORMATION shall be designated as such by the Producing Party by stamping or 18 labeling it with, or otherwise affixing thereto, the following legend on every page of 19 the Document: 20 21 11. CONFIDENTIAL Except as provided for in Paragraphs 12 or 13 below, any Discovery

22 Materials containing or including any ATTORNEYS' EYES ONLY 23 INFORMATION shall be designated as such by the Producing Party by stamping or 24 labeling it with, or otherwise affixing thereto, the following legend on every page of 25 the Document: 26 27 12. CONFIDENTIAL - ATTORNEYS' EYES ONLY Except as provided for in Paragraph 13 below, any Discovery Materials

28 containing or including any OUTSIDE COUNSEL EYES ONLY INFORMATION
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1 shall be designated as such by the Producing Party by stamping or labeling it with, 2 or otherwise affixing thereto, the following legend on every page of the Document: 3 4 13. CONFIDENTIAL ­ OUTSIDE COUNSEL EYES ONLY All CONFIDENTIAL INFORMATION, including ATTORNEYS'

5 EYES ONLY INFORMATION and OUSIDE COUNSEL EYES ONLY 6 INFORMATION, not reduced to documentary or tangible form or which cannot be 7 conveniently designated in the manner set forth in Paragraphs 9, 10, and 11 above 8 shall be designated by the Producing Party by informing the Receiving Party in 9 writing of the appropriate designation. 10 14. If a Producing Party discloses Discovery Materials which, during the 11 pendency of this litigation, it later determines were not, but should have been, 12 designated CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 13 INFORMATION, or OUTSIDE COUNSEL EYES ONLY, the Producing Party may 14 so designate such Discovery Material by serving a written notice upon the Receiving 15 Party within ten (10) Court days of learning of the incorrect designation, along with 16 a copy of such Discovery Materials marked with the appropriate designation. The 17 Receiving Party shall then take reasonable steps to destroy or return to the 18 Producing Party all unmarked copies of such Discovery Materials within ten (10) 19 Court days and certify in writing that it has done so. The Receiving Party is relieved 20 of liability for any good faith reliance on the previous designation. 21 15. If a Receiving Party wishes to challenge a Producing Party's 22 designation of Discovery Materials as CONFIDENTIAL INFORMATION, 23 ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES 24 ONLY, the Receiving Party may, at any time, notify the Producing Party in writing 25 that it requests a redesignation or release of confidentiality, stating the basis for its 26 request. Within ten (10) Court days of such a written request, the Producing Party 27 shall either (1) grant in writing the request; or (2) communicate in writing its refusal 28 to do so, stating the basis for its refusal. If the Producing Party fails to communicate
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1 in writing its refusal to release confidentiality within ten (10) Court days, the 2 Producing Party shall be deemed to have refused and the parties shall meet and 3 confer and attempt to resolve the matter without Court intervention. Similarly, if a 4 refusal is made or deemed made, the parties shall make a good faith effort to resolve 5 the matter without Court intervention. If a refusal is made and not resolved by the 6 parties, the Receiving Party shall file, within ten (10) Court days of such written 7 request for release, a motion with the Court in support of its request for 8 redesignation or release of confidentiality in which the Receiving Party shall bear 9 first the burden of showing its need for additional disclosure. If the Receiving Party 10 meets this burden, the burden shifts so that the Producing Party shall bear the burden 11 of showing the appropriateness of the confidentiality designation. If the Receiving 12 Party fails to file a motion in the prescribed time, the Receiving Party shall be 13 deemed to have withdrawn its objection. Discovery Materials designated 14 CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 15 INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION shall 16 be given the CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 17 INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION 18 treatment provided for in this Protective Order until the parties resolve the matter, 19 the refusal to release confidentiality is withdrawn, or the Court orders re-designation 20 of the Discovery Materials. 21 16. In the event the Producing Party elects to produce CONFIDENTIAL 22 INFORMATION, including ATTORNEYS' EYES ONLY INFORMATION or 23 OUTSIDE COUNSEL EYES ONLY INFORMATION, for inspection by the 24 Receiving Party before copying, no marking need be made by the Producing Party 25 in advance of the inspection, but the Producing Party shall inform the Receiving 26 Party of the intended designation of the Discovery Materials to be inspected. The 27 Receiving Party shall treat all such CONFIDENTIAL MATERIAL, including 28 ATTORNEYS' EYES ONLY INFORMATION and OUTSIDE COUNSEL EYES
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1 ONLY INFORMATION, inspected, during the inspection and thereafter, pursuant 2 to this Protective Order. Should Documents be copied by or for the Receiving 3 Party, the Producing Party shall mark the copies of such Documents as may contain 4 protected subject matter with the appropriate confidentiality marking at the time the 5 copies are produced to the Receiving Party. 6 17. Whenever a deposition taken on behalf of any party involves the 7 reference to or disclosure of CONFIDENTIAL INFORMATION, ATTORNEYS' 8 EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY 9 INFORMATION: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (a) said deposition or portions thereof (including exhibits) that contains CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION shall be so designated by a statement to such effect on the record in the course of the deposition. Alternatively, within twenty (20) Court days after receiving the transcript containing CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION the party whose CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION has been disclosed may designate pages of the transcript as confidential by listing the pages of the transcript containing CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION and serving copies of the list to counsel for all parties so that it may be affixed to the face of the transcript and each copy thereof. Pending such designation by counsel, the entire deposition transcript, including
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 18. (b)

exhibits, shall be deemed ATTORNEYS' EYES ONLY INFORMATION or, if Discovery Materials designated as OUTSIDE COUNSEL EYES ONLY INFORMATION are used during that deposition, as OUTSIDE COUNSEL EYES ONLY. If no designation is made within the prescribed time, the transcript shall be considered not to contain CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION other than those portions designated on the record during the deposition, if any; and either party shall have the right to exclude from attendance at said deposition, during such time as the CONFIDENTIAL INFORMATION, including ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES ONLY INFORMATION, is to be referenced or disclosed, every individual excluding the deponent and his attorney, the court reporter, videographer and those individuals authorized under this Protective Order to receive the CONFIDENTIAL INFORMATION, including ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES ONLY INFORMATION. All Discovery Materials designated as CONFIDENTIAL

23 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE 24 COUNSEL EYES ONLY INFORMATION shall be treated as confidential by the 25 Receiving Party and shall not be used by the Receiving Party for any purpose other 26 than in connection with this Action unless and until such designation is removed by 27 agreement of Counsel or by Order of the Court. 28
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1

19.

Except as provided herein, all Discovery Materials designated as

2 ATTORNEYS' EYES ONLY shall not be disclosed by the Receiving Party to 3 anyone other than: (i) Counsel, (ii) Independent Experts or Consultants; and (iii) the 4 Court, pursuant to the terms of this Protective Order. 5 20. Except as provided herein, all Discovery Materials designated as 6 CONFIDENTIAL INFORMATION but not as ATTORNEYS' EYES ONLY 7 INFORMATION shall not be disclosed by the Receiving Party to anyone other than: 8 (i) Counsel, (ii) Independent Experts or Consultants, (iii) any officer, director or 9 employee of UMG and/or Veoh, to the extent deemed necessary by counsel for 10 purposes only in connection with this litigation; and (iv) the Court, pursuant to the 11 terms of this Protective Order. 12 21. Unless as otherwise ordered by the Court, information and documents 13 designated as OUTSIDE COUNSEL EYES ONLY shall not be disclosed to any 14 person other than: 15 16 17 18 19 20 21 22 23 24 25 26 27 28
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(a)

the attorneys of record for the Parties (but not including in-house counsel for the Parties or any attorney who is an officer, director, shareholder, or employee of any Party or its corporate affiliates) and their partners, shareholders, associates, document clerks and paralegals who are assigned to and necessary to assist such attorneys. For the purpose of this subparagraph, "affiliate" shall mean any corporate parent or subsidiary of any Party, or any other entity that is under common control with any Party or corporate parent or subsidiary of any Party, or any of their successors or predecessors in interest;

(b)

secretaries, stenographers and other office or clerical personnel employed by said attorneys and who assist them with respect to litigation;

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 22.

(c)

the authors, senders, addressees and designated copy recipients of any document or thing which has been designated as OUTSIDE COUNSEL EYES ONLY information;

(d)

such other persons as may be consented to by the Party designating such information as OUTSIDE COUNSEL EYES ONLY information;

(e)

outside litigation support vendors, including commercial photocopying vendors, scanning services vendors, coders and keyboard operators;

(f) (g)

"independent experts or consultants" as defined and provided for in paragraph 9; and professional court reporters engaged to transcribe deposition testimony, professional videographers engaged to videotape deposition testimony and translators.

In addition to the authorized persons listed in Paragraphs 19, 20, and

16 21, with respect to Documents designated as including CONFIDENTIAL 17 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE 18 COUNSEL EYES ONLY INFORMATION, any person indicated on the face of the 19 Document to be its originator or author or a recipient thereof may be shown the 20 Document. Additionally, any Document designated as including CONFIDENTIAL 21 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, OUTSIDE 22 COUNSEL EYES ONLY INFORMATION may be shown during a deposition to 23 the deposition witness if the witness is employed, at the time of his or her 24 deposition, by the party that produced the Document so designated during the 25 deposition of that person. A Document designated as including CONFIDENTIAL 26 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE 27 COUNSEL EYES ONLY INFORMATION that contains handwriting may be 28 shown to a deposition witness for the purpose of determining whether the deposition
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1 witness is the author of the Document or the handwriting, provided that the attorney 2 establishes through deposition testimony a reasonable and good faith basis for 3 believing that the Document or handwriting was or could have been authored by the 4 deposition witness, and provided that the attorney takes reasonable steps to ensure 5 that no unnecessary disclosure of CONFIDENTIAL INFORMATION, 6 ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES 7 ONLY INFORMATION takes place (e.g., by showing the deposition witness a 8 limited sample of the handwriting at issue). 9 23. Nothing contained in this Protective Order shall preclude the Producing 10 Party from using or disseminating its own CONFIDENTIAL INFORMATION, 11 ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES 12 ONLY INFORMATION. 13 24. CONFIDENTIAL INFORMATION, including ATTORNEYS' EYES 14 ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY 15 INFORMATION, and all items which reveal the contents thereof to be filed with the 16 Court by any party or non-party shall be filed in sealed envelopes or other 17 appropriately sealed containers on which shall appear a legend which provides as 18 follows: 19 20 21 22 FILED UNDER SEAL CONTAINS CONFIDENTIAL INFORMATION SUBJECT TO PROTECTIVE ORDER The enclosed materials are subject to a Protective Order of the United States District Court for the Central District of California. This envelope may not be opened without Court Order by any person other than this Court, court personnel or counsel of record.

23 In order to enable the Court to determine whether there is evidence that the Court 24 should attempt not to disclose, if a party or non-party files with the Court any 25 documents that contain, refer to, or rely on CONFIDENTIAL INFORMATION, all 26 such documents shall clearly identify the particular aspects of the documents that 27 contain, refer to, or rely upon such CONFIDENTIAL INFORMATION. Absent 28 such notification, the Court will be free to incorporate all such documents and any
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1 information contained, referred to, or relied upon therein in its written and oral 2 rulings. The parties may do so at any time prior to the hearing or trial at which the 3 material may be used. Under circumstances in which a ruling is likely to be made 4 without a hearing, the parties may do so within one court day of the filing. 5 25. No provision of this Protective Order shall be deemed to create a 6 waiver as to inadvertently-produced Discovery Materials that are protected from 7 discovery on the basis of privilege or the work-product doctrine under Rule 26 of 8 the Federal Rules of Civil Procedure. The inadvertent production of such 9 documents does not waive any privilege or immunity with respect to such 10 production or with respect to other materials or information referred to in the 11 materials produced, so long as a request for the return of such documents or 12 information is made within ten (10) Court days after the Producing Party learns of 13 its inadvertent production. Within five (5) Court days of such request, the 14 Receiving Party shall take reasonable efforts to return the inadvertently produced 15 documents identified and all copies thereof, and certify in writing that it has done so. 16 Nothing in this Paragraph shall prejudice the right of any party to seek discovery of 17 communications, documents and things as to which a claim of privilege has been 18 made. 19 26. If CONFIDENTIAL INFORMATION, including ATTORNEYS' 20 EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES ONLY 21 INFORMATION, or any portion thereof is disclosed by the Receiving Party, 22 through inadvertence or otherwise, to any person or party not authorized under this 23 Protective Order, then the Receiving Party shall use its best efforts to retrieve 24 immediately all copies of such CONFIDENTIAL INFORMATION, including 25 ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES 26 ONLY INFORMATION, and to bind such person to the terms of this Protective 27 Order. In such event, the Receiving Party shall also (a) promptly inform such 28 person of all the provisions of this Protective Order; (b) identify such person
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1 immediately to the Producing Party; and (c) request such person to execute the Non2 Disclosure Agreement attached hereto as Exhibit A. The foregoing shall not relieve 3 a party of liability, if any, for disclosing CONFIDENTIAL INFORMATION, 4 including ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL 5 EYES ONLY INFORMATION, in violation of this Protective Order. 6 27. Nothing in this Protective Order shall be deemed to preclude any party 7 or third party from seeking and obtaining, on an appropriate showing, additional 8 protection regarding materials or information designated as CONFIDENTIAL 9 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE 10 COUNSEL EYES ONLY INFORMATION, or relief from this Protective Order. In 11 any such request to the Court, the party seeking to obtain additional protection or to 12 obtain relief from this Protective Order, shall bear the burden of showing why such 13 additional protection or relief should be granted. 14 28. Nothing in this Protective Order shall bar or otherwise restrict any 15 attorney herein from rendering advice to the attorney's party-client relying upon an 16 examination of CONFIDENTIAL INFORMATION, including ATTORNEYS' 17 EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES ONLY 18 INFORMATION, provided, however, that in rendering such advice and in otherwise 19 communicating with the party-client, the attorney shall not disclose any 20 CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 21 INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION, nor 22 the source of any CONFIDENTIAL INFORMATION, ATTORNEYS' EYES 23 ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION 24 to anyone not authorized to receive such Discovery Materials pursuant to the terms 25 of this Protective Order. 26 29. Notwithstanding any other provision of this Protective Order, the 27 confidentiality obligations of this Protective Order shall not apply or shall cease to 28 apply (as the case may be) to any CONFIDENTIAL INFORMATION, including
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1 ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL EYES 2 ONLY INFORMATION, that: 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 30. (6) (5) (4) (3) (2) (1) at the time of disclosure hereunder, was already in the public domain by publication or otherwise; has become, through no act or failure on the part of the Receiving Party, part of the public domain by authorized publication or otherwise lawful means; at the time of disclosure, was already in the lawful possession of the Receiving Party; after disclosure hereunder, was acquired by the Receiving Party from a third party lawfully possessing such CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION, and having no confidentiality obligation to the Producing Party; the Producing Party agrees may be disclosed to a third party under no confidentiality obligation; or the Court, after notice to the parties and upon good cause, orders to be disclosed. In the event that the case proceeds to trial, the parties may move the

21 Court, at any time within the deadlines set by the Court for the service and hearing 22 of motions in limine, to maintain the protected status of any information designated 23 as CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 24 INFORMATION, or OUTSIDE COUNSEL EYES ONLY pursuant to this 25 Protective Order, or to implement alternative or additional protections for such 26 information at trial. If the moving party shows sufficient cause to maintain the 27 protected status of the information or to implement alternative or additional 28 protections at trial, the Court will enter an order to that effect. If no party makes a
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1 motion under this Paragraph or if the Court denies a party's motion under this 2 Paragraph with respect to any information previously designated as 3 CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 4 INFORMATION, or OUTSIDE COUNSEL EYES ONLY such information will 5 become public upon commencement of the trial and will be presumptively available 6 to all members of the public. 7 31. If a Receiving Party in possession of Discovery Materials designated as 8 CONFIDENTIAL INFORMATION, including ATTORNEYS' EYES ONLY 9 INFORMATION or OUTSIDE COUNSEL EYES ONLY INFORMATION, 10 receives a subpoena or other request from a non-party to either action seeking 11 production or other disclosure of such Discovery Materials, the Receiving Party 12 shall immediately give written notice to the Producing Party, specifying the 13 Discovery Materials sought and enclosing a copy of the request, subpoena or other 14 form of compulsory process. The Receiving Party shall not produce or otherwise 15 disclose any Discovery materials containing CONFIDENTIAL INFORMATION, 16 including ATTORNEYS' EYES ONLY INFORMATION or OUTSIDE COUNSEL 17 EYES ONLY INFORMATION, without prior written authority from the Producing 18 Party or order of this Court. 19 32. Neither the taking of any action in accordance with the provisions of 20 this Protective Order, nor the failure to object thereto, shall be construed as a waiver 21 of any claim or defense in this action. The entry of this Protective Order shall not be 22 construed as a waiver of any right to object to the furnishing of information in 23 response to discovery or to object to a requested inspection of Documents or things, 24 and, except as expressly provided, shall not relieve any party of the obligation of 25 producing information in the course of discovery. 26 33. In the event anyone shall violate or threaten to violate the terms of this 27 Protective Order, the parties agree that the aggrieved party may immediately apply 28 to obtain injunctive relief against any such person violating or threatening to violate
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1 any of the terms of the Protective Order, and in the event the aggrieved party shall 2 do so, the respondent person, subject to the provisions of this Protective Order, shall 3 not employ as a defense thereto the claim that the aggrieved party possesses an 4 adequate remedy at law. The parties and any other person subject to the terms of 5 this Protective Order agree that this Court shall retain jurisdiction over it and them 6 for the purpose of enforcing this Protective Order. The foregoing shall not be 7 construed as limiting a party's right to seek other remedies, including damages, if 8 any, in the event of a violation of this Protective Order. 9 34. Either party may request any reasonable amendment to this Protective 10 Order to facilitate the efficient and appropriate handling of CONFIDENTIAL 11 INFORMATION, including ATTORNEYS' EYES ONLY INFORMATION or 12 OUTSIDE COUNSEL EYES ONLY INFORMATION. Non-parties from whom 13 discovery is sought in connection with this action may designate their Discovery 14 Materials as CONFIDENTIAL INFORMATION, ATTORNEYS' EYES ONLY 15 INFORMATION, or OUTSIDE COUNSEL EYES ONLY INFORMATION, under 16 the provisions of this Order. Any amendment to this Protective Order must be 17 entered by the Court to be effective. 18 35. All Discovery Materials together with all copies thereof, which have 19 been designated as including CONFIDENTIAL INFORMATION, ATTORNEYS' 20 EYES ONLY INFORMATION, or OUTSIDE COUNSEL EYES ONLY 21 INFORMATION and any documents containing such information, shall be 22 destroyed or returned to the respective Producing Party, and as preferred by the 23 Producing Party, within thirty (30) calendar days after the entry of final judgment 24 and conclusion of any and all appeals, or the final settlement of this case, and certify 25 in writing that it has done so. Notwithstanding the foregoing, outside Counsel may 26 maintain archival copies of pleadings, motion papers, legal memoranda, 27 correspondence and work product that contain any CONFIDENTIAL 28 INFORMATION, ATTORNEYS' EYES ONLY INFORMATION, or OUTSIDE
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1 COUNSEL EYES ONLY INFORMATION. At all times while in existence, such 2 archival copies shall be treated pursuant to the terms of this Protective Order. 3 5 36. 37. All notices, objections and other communications required or permitted Except as specifically provided herein, the terms, conditions, and 4 to be made pursuant to any provision of this Protective Order shall be in writing. 6 limitations of this Protective Order shall survive the termination of this action. This 7 Protective Order shall remain in force and effect until modified, superseded, or 8 terminated by consent of the parties or by order of the Court made upon reasonable 9 written request. This Court shall retain jurisdiction over the subject matter of this 10 Order and the parties herein for purposes of enforcing this Order. IRELL & MANELLA LLP 11 Dated: May 19, 2008 Steven A. Marenberg Elliot Brown 12 Brian Ledahl 13 Benjamin Glatstein 14 15 16 17 18 19 20 21 Dated: May 19, 2008 22 23 24 25 26 27 28 /s Brian Ledahl Brian Ledahl Attorneys for Plaintiffs UMG RECORDINGS, INC.; UNIVERSAL MUSIC CORP.; SONGS OF UNIVERSAL, INC.; UNIVERSALPOLYGRAM INTERNATIONAL PUBLISHING, INC.; RONDOR MUSIC INTERNATIONAL, INC. WINSTON & STRAWN LLP Michael S. Elkin Thomas P. Lane Jennifer A. Golinveaux Rebecca L. Calkins Erin R. Ranahan By: /s Jennifer A. Golinveaux (w/ Permission) Jennifer A. Golinveaux By:

Attorneys for Defendant VEOH NETWORKS, INC.
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1 2 3 4 5 EXHIBIT A UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION ) ) ) ) v. ) ) VEOH NETWORKS, INC., a California ) corporation; and DOES 1-10, inclusive, ) ) Defendants. ) ) ) Case No. CV 07-05744 AHM (AJWx) CONSENT TO BE BOUND BY STIPULATED PROTECTIVE ORDER GOVERNING DISCLOSURE OF CONFIDENTIAL MATERIALS Judge: Hon. A. Howard Matz Ctrm: 14

6 UMG RECORDINGS, INC., et al., 7 Plaintiffs, 8 9 10 11 12 13 14 15 16 17 18 19 20 21 23 24 25 26 27 28

I hereby certify that I have read the Stipulated Protective Order Governing Disclosure Of Confidential Materials in the above-entitled action. I agree to be bound by its terms. I also agree that any information I receive pursuant to the Stipulated Protective Order shall not be used other than as provided in the Stipulated Protective Order. I also hereby consent to be subject to the personal jurisdiction of the United States District Court for the Central District of California for any proceedings relating to the enforcement of the Stipulated Protective Order.

22 Dated:
SF:206560.1

[Signature] Name: Affiliation: Address: Phone:
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