Kelly Toys Holdings, LLC et al v. Build-A-Bear Workshop, Inc.

Filing 49

STIPULATED PROTECTIVE ORDER by Magistrate Judge Margo A. Rocconi re Stipulation for Protective Order 48 (tsn)

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HUESTON HENNIGAN LLP
Moez M. Kaba, State Bar No. 257456
[e-mail]
Sourabh Mishra, State Bar No. 305185
[e-mail]
523 West 6th Street, Suite 400
Los Angeles, CA 90014
Telephone: [phone]
Facsimile: [phone]

LEWIS RICE LLC
Michael J. Hickey, Pro Hac Vice
[e-mail]
Philip J. Mackey, Pro Hac Vice
[e-mail]
600 Washington Ave., Suite 2500
St. Louis, MO 63101
Telephone: [phone]
Facsimile: [phone]

Attorneys for Plaintiffs/Counterclaim
Defendants Kelly Toys Holdings, LLC;
Jazwares, LLC; Kelly Amusement
Holdings, LLC; and Jazplus, LLC

KEESAL, YOUNG & LOGAN
Ben Suter, CASB No. 107680
[e-mail]
Stacey M. Garrett, CASB No. 155319
[e-mail]
310 Golden Shore, Suite 400
Long Beach, CA 90802
Telephone: [phone]
Facsimile: [phone]

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Attorneys for Defendant/Counterclaim
Plaintiff Build-A-Bear Workshop, Inc.

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

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KELLY TOYS HOLDINGS, LLC;
Case No. 2:24-cv-01169-JLS-MARx
JAZWARES, LLC; KELLY
AMUSEMENT HOLDINGS, LLC; and Hon. Josephine L. Staton
JAZPLUS, LLC
[PROPOSED] STIPULATED
Plaintiffs/Counterclaim
PROTECTIVE ORDER
Defendants,
v.
BUILD-A-BEAR WORKSHOP, INC.,
Defendant/Counterclaim
Plaintiff.

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1.

INTRODUCTION

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1.1

PURPOSES AND LIMITATIONS

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Discovery in this action is likely to involve production of confidential,

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proprietary, competitively sensitive, or private information for which special

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protection from public disclosure and from use for any purpose other than

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prosecuting this litigation may be warranted.

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stipulate to and petition the Court to enter the following Stipulated Protective Order.

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The parties acknowledge that this Order does not confer blanket protections on all

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disclosures or responses to discovery and that the protection it affords from public

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disclosure and use extends only to the limited information or items that are entitled

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to confidential treatment under the applicable legal principles. The parties further

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acknowledge, as set forth in Section 12.3, below, that this Stipulated Protective Order

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does not entitle them to file confidential information under seal; Civil Local Rule 79-

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5 sets forth the procedures that must be followed and the standards that will be

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applied when a party seeks permission from the Court to file material under seal.

Accordingly, the parties hereby

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1.2

GOOD CAUSE STATEMENT

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This action is likely to involve trade secrets, customer and pricing lists and

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other valuable research, development, commercial, financial, technical and/or

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proprietary information for which special protection from public disclosure and from

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use for any purpose other than prosecution, defense, and resolution of this action is

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warranted. Such confidential and proprietary materials and information consist of,

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among other things, documents, testimony, information or other things containing

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confidential business and financial information, information regarding confidential

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business practices, information regarding business plans and communications related

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to the same, other confidential research, development, and commercial information,

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business negotiations, dealings, and/or agreements, and information otherwise

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generally unavailable to the public, or which may be privileged or otherwise

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protected from disclosure under state or federal statutes, court rules, case decisions,

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or common law. Concerns about the release of such materials and information are

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especially pronounced in this case because the Plaintiffs and Defendant compete in

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the plush toy industry. Accordingly, to expedite the flow of information, to facilitate

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the prompt resolution of disputes over confidentiality of discovery materials, to

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adequately protect information the parties and non-parties are entitled to keep

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confidential, to ensure that the parties are permitted reasonable necessary uses of such

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material in preparation for and in the conduct of trial, to address their handling at the

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end of the litigation, and to serve the ends of justice, a protective order for such

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information is justified in this matter. It is the intent of the parties that information

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will not be designated as confidential for tactical reasons and that nothing be so

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designated without a good faith belief that it has been maintained in a confidential,

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non-public manner, and there is good cause why it should not be part of the public

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record of this case.

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2.

DEFINITIONS
2.1

Action: This lawsuit pending in the United States District Court for the

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Central District of California, Kelly Toys Holdings, LLC, et al. v. Build-A-Bear

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Workshop, Inc., Case No. 2:24-cv-01169-JLS-MARx.

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2.2

Challenging Party: a Party or Non-Party that challenges the designation

of information or items under this Order.
2.3

“CONFIDENTIAL” Information or Items: information (regardless of

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how it is generated, stored or maintained) or tangible things that qualify for protection

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under Federal Rule of Civil Procedure 26(c), and as specified above in the Good

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Cause Statement. Such information may consist of, without limitation, (1) testimony

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given in this Action by any Party (as defined below) or by any third party (whether

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oral, in writing, or via videotape); (2) documents produced in this action by any party

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or by any third party; (3) written discovery responses given by any Party; (4) any

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documents or pleadings filed with the Court which attach, contain or disclose any

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such “CONFIDENTIAL” Information; and (5) the information contained within such

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documents, testimony or discovery responses so properly designated.

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2.4

“HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY”

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Information or Items: information (regardless of how it is generated, stored or

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maintained) or tangible things that a Designating Party believes, in good faith,

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contain information the disclosure of which is likely to cause substantial harm to the

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competitive position of the Designating Party, information subject to the right of

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privacy of any person, or information alleged to be a trade secret. None of the

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restrictions set forth in this Stipulated Protective Order shall apply to any documents

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or other information that are to become public knowledge by means not in violation

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of the provisions of this Stipulated Protective Order, or any law or statute.

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2.5

Counsel: Outside Counsel of Record and In-House Counsel, as well as

both of their support staffs.
2.6

Designating Party: a Party or Non-Party that designates information or

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items that it produces in disclosures or in responses to discovery as

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“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES

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ONLY.”

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2.7

Disclosure or Discovery Material: all items or information, regardless

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of the medium or manner in which it is generated, stored, or maintained (including,

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among other things, testimony, transcripts, and tangible things), that are produced or

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generated in disclosures or responses to discovery in this matter.

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2.8

Expert: a person with specialized knowledge or experience in a matter

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pertinent to the litigation who (1) has been retained by a Party or its counsel to serve

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as an expert witness or as a consultant in this Action, (2) is not a current employee of

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a Party or a competitor of a Party, and (3) at the time of retention, is not anticipated

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to become an employee of a Party or competitor of a Party.

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2.9

In-House Counsel: attorneys who are employees of a party to this

Action. In-House Counsel does not include Outside Counsel of Record or any other

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outside counsel.
2.10 Non-Party: any natural person, partnership, corporation, association, or

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other legal entity not named as a Party to this action.

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2.11 Outside Counsel of Record: attorneys who are not employees of a party

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to this Action but are retained to represent or advise a party to this Action and have

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appeared in this Action on behalf of that party or are affiliated with a law firm which

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has appeared on behalf of that party, and includes support staff.

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2.12 Party: any party to this Action, including all of its officers, directors,

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employees, consultants, retained experts, and Outside Counsel of Record (and their

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support staffs).
2.13 Producing Party: a Party or Non-Party that produces Disclosure or

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Discovery Material in this Action.

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2.14 Professional Vendors: persons or entities that provide litigation support

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services (e.g., photocopying, videotaping, translating, preparing exhibits or

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demonstrations, and organizing, storing, or retrieving data in any form or medium)

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and their employees and subcontractors.
2.15 Protected Material: any Disclosure or Discovery Material that is

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designated

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ATTORNEYS’ EYES ONLY.”

“CONFIDENTIAL”

or

“HIGHLY

CONFIDENTIAL

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2.16 Receiving Party: a Party that receives Disclosure or Discovery

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as

Material from a Producing Party.

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3.

SCOPE

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The protections conferred by this Stipulation and Order cover not only

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Protected Material (as defined above), but also (1) any information copied or

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extracted from Protected Material; (2) all copies, excerpts, summaries, or

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compilations of Protected Material; and (3) any testimony, conversations, or

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presentations by Parties or their Counsel that might reveal Protected Material. The

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protections conferred by this Stipulation and Order do not cover: (1) information that

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is in the public domain at the time of disclosure to a Receiving Party or becomes part

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of the public domain after its disclosure to a Receiving Party as a result of publication

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not involving a violation of this Order, including becoming part of the public record

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through trial or otherwise; and (2) information known to the Receiving Party prior to

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the disclosure or obtained by the Receiving Party after the disclosure from a source

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who obtained the information lawfully and under no obligation of confidentiality to

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the Designating Party.
Any use of Protected Material at trial will be governed by the orders of the trial

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judge. This Order does not govern the use of Protected Material at trial.

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4.

DURATION

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Even after final disposition of this litigation, the confidentiality obligations

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imposed by this Order will remain in effect until a Designating Party agrees otherwise

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in writing or a court order otherwise directs. Final disposition will be deemed to be

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the later of (1) dismissal of all claims and defenses in this Action, with or without

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prejudice; and (2) final judgment herein after the completion and exhaustion of all

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appeals, rehearings, remands, trials, or reviews of this Action, including the time

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limits for filing any motions or applications for extension of time pursuant to

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applicable law.

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5.

DESIGNATING PROTECTED MATERIAL

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5.1

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designate

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CONFIDENTIAL – ATTORNEYS’ EYES ONLY” where the material meets the

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requirements listed in Sections 2.3 and 2.4, above.

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5.2

Designating Material for Protection. Parties and Non-Parties may
Discovery

Material

as

“CONFIDENTIAL”

or

“HIGHLY

Exercise of Restraint and Care in Designating Material for Protection.

Each Party or Non-Party that designates information or items for protection under

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this Order must take care to limit any such designation to specific material that

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qualifies under the appropriate standards. To the extent it is practical to do so, the

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Designating Party must designate for protection only those parts of material,

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documents, items, or oral or written communications that qualify so that other

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portions of the material, documents, items, or communications for which protection

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is not warranted are not swept unjustifiably within the ambit of this Order.

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Mass, indiscriminate, or routinized designations are prohibited. Designations

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that are shown to be clearly unjustified or that have been made for an improper

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purpose (e.g., to unnecessarily encumber the case development process or to impose

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unnecessary expenses and burdens on other parties) may expose the Designating

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Party to sanctions.

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If it comes to a Designating Party’s attention that information or items that it

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designated for protection do not qualify for protection, that Designating Party must

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promptly notify all other Parties that it is withdrawing the inapplicable designation.

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5.3

Any Party May Designate Information Produced by Other Party. Any

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Party may designate information or documents disclosed by another Party or Non-

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Party as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’

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EYES ONLY” pursuant to this Order by so indicating in writing within 21 days after

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receipt of said information or documents, providing an identification by relevant

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document numbers or other means of the document or information (or portion

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thereof) to be so designated.

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5.4

Manner and Timing of Designations. Except as otherwise provided in

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this Order (see, e.g., second paragraph of Section 5.4(a) below), or as otherwise

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stipulated or ordered, Disclosure or Discovery Material that qualifies for protection

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under this Order must be clearly so designated before the material is disclosed or

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produced.

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Designation in conformity with this Order requires:
(a)

for information in documentary form (e.g., paper or electronic

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documents, but excluding transcripts of depositions or other pretrial or trial

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proceedings), that the Producing Party affix at a minimum, the legend

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“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES

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ONLY” (hereinafter “CONFIDENTIALITY legend”), to each page that contains

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protected material. If only a portion or portions of the material on a page qualifies

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for protection, the Producing Party also must clearly identify the protected portion(s)

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(e.g., by making appropriate markings in the margins).

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A Party or Non-Party that makes original documents available for inspection

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need not designate them for protection until after the inspecting Party has indicated

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which documents it would like copied and produced. During the inspection and

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before the designation, all of the material made available for inspection will be

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deemed “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY.” After the

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inspecting Party has identified the documents it wants copied and produced, the

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Producing Party must determine which documents, or portions thereof, qualify for

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protection under this Order. Then, before producing the specified documents, the

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Producing Party must affix the “CONFIDENTIALITY legend” to each page that

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contains Protected Material. If only a portion or portions of the material on a page

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qualifies for protection, the Producing Party also must clearly identify the protected

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portion(s) (e.g., by making appropriate markings in the margins).

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(b)

for testimony given in depositions or in any other pretrial

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proceedings, that the Designating Party identify the Disclosure or Discovery Material

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on the record, before the close of the deposition, hearing, or other proceeding, all

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protected testimony, and specify the level of protection being asserted. Where

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designating each separate portion of the testimony entitled to protection is impractical

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prior to the close of the testimony, the Designating Party may invoke on the record

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(before the conclusion of the deposition, hearing, or other proceeding) a right to have

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up to 21 days after receipt of a certified transcript to identify the specific portions of

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the testimony as to which protection is sought and to specify the level of protection

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asserted. Only those portions of the testimony that are appropriately designated for

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protection within the 21 days shall be covered by the provisions of this Stipulated

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Protective Order. Alternatively, a Designating Party may specify, at the deposition

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or up to 21 days afterwards if that period is properly invoked, that the entire transcript

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shall be treated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL –

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ATTORNEYS’ EYES ONLY.” The use of a document as an exhibit at a deposition

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shall not in any way affect its designation as “CONFIDENTIAL” OR “HIGHLY

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CONFIDENTIAL – ATTORNEYS’ EYES ONLY.”

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Deposition transcript pages that reflect Protected Material must be separately

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bound by the court reporter and may not be disclosed by anyone except as permitted

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under this Order. The Designating Party shall inform the court reporter of these

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requirements.
(c)

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for information produced in some form other than documentary

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and for any other tangible items, that the Producing Party affix in a prominent place

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on the exterior of the container or containers in which the information is stored the

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legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL – ATTORNEYS’

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EYES ONLY” If only a portion or portions of the information warrants protection,

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the Producing Party, to the extent practicable, will identify the protected portion(s).

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5.5

Inadvertent Failures to Designate. If corrected within twenty-one (21)

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days after learning of the inadvertent failure to designate, an inadvertent failure to

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designate qualified information or items does not, standing alone, waive the

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Designating Party’s right to secure protection under this Order for such material.

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Upon timely correction of a designation, the Receiving Party must make reasonable

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efforts to assure that the material is treated in accordance with the provisions of this

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Order.

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The Producing Party may subsequently designate Discovery Material as

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Protected Material in the following manner: (a) the Producing Party must give

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prompt, written notice to Outside Counsel for the Party to whom such documents,

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testimony, or other information have been disclosed informing them that the

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information produced is designated Protected Material; (b) Outside Counsel

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receiving notice of newly designated documents, testimony or other information,

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shall take reasonable steps to comply with such new designation, including

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reasonable steps to retrieve any documents distributed inconsistent with such new

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designation, but shall not be responsible for any disclosure to Non-Parties occurring

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before receipt of notice; and (c) at its own expense, the Designating Party will provide

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the Party receiving the notice with another copy of the documents, deposition

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testimony, or other information that bears the appropriate designation.

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6.

CHALLENGING CONFIDENTIALITY DESIGNATIONS
6.1

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Timing of Challenges.

Any Party or Non-Party may challenge a

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designation of confidentiality at any time that is consistent with the Court’s

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Scheduling Order.

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6.2

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Meet and Confer.

The Challenging Party will initiate the dispute

resolution process under Local Rule 37.1 et seq.
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The burden of persuasion in any such challenge proceeding will be on

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the Designating Party. Frivolous challenges, and those made for an improper purpose

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(e.g., to harass or impose unnecessary expenses and burdens on other parties) may

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expose the Challenging Party to sanctions. Unless the Designating Party has waived

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or withdrawn the confidentiality designation, all parties will continue to afford the

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material in question the level of protection to which it is entitled under the Producing

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Party’s designation until the Court rules on the challenge.

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7.

ACCESS TO AND USE OF PROTECTED MATERIAL
7.1

Basic Principles. A Receiving Party may use Protected Material that is

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disclosed or produced by another Party or by a Non-Party in connection with this

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Action only for prosecuting, defending, or attempting to settle this Action. Such

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Protected Material may be disclosed only to the categories of persons and under the

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conditions described in this Order.

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Receiving Party must comply with the provisions of Section 13 below (FINAL

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DISPOSITION).

When the Action has been terminated, a

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Protected Material must be stored and maintained by a Receiving Party at a

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location and in a secure manner that ensures that access is limited to the persons

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authorized under this Order.

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7.2

Disclosure of “CONFIDENTIAL” Information or Items.

Unless

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otherwise ordered by the Court or permitted in writing by the Designating Party, a

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Receiving

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“CONFIDENTIAL” only to:

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(a)

Party

may

disclose

any

information

or

item

designated

the Receiving Party’s insurers and Outside Counsel of Record in

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this Action, as well as employees of said Outside Counsel of Record to whom it is

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reasonably necessary to disclose the information for this Action;
(b)

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the officers, directors, and employees (including In-House

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Counsel) of the Receiving Party to whom disclosure is reasonably necessary for this

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Action;

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(c)

Experts (as defined in this Order) of the Receiving Party to whom

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disclosure is reasonably necessary for this Action and who have signed the

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“Acknowledgment and Agreement to Be Bound” (Exhibit A);

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(d)

the Court and its personnel;

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(e)

court reporters, videographers, and their staff;

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(f)

professional jury or trial consultants, mock jurors, and

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Professional Vendors to whom disclosure is reasonably necessary for this Action and

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who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

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(g)

the author or recipient of a document containing the information

or a custodian or other person who otherwise possessed or knew the information;
(h)

during their depositions, witnesses, and attorneys for witnesses,

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in the Action to whom disclosure is reasonably necessary provided: (1) the deposing

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party requests that the witness sign the form attached as Exhibit A hereto; and

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(2) they will not be permitted to keep any confidential information unless they sign

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the “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise

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agreed by the Designating Party or ordered by the Court. Pages of transcribed

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deposition testimony or exhibits to depositions that reveal Protected Material may be

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separately bound by the court reporter and may not be disclosed to anyone except as

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permitted under this Stipulated Protective Order; and
(i)

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any mediator or settlement officer, and their supporting

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personnel, mutually agreed upon by any of the parties engaged in settlement

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discussions.

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7.3

Disclosure of “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES

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ONLY” Information or Items. Unless otherwise ordered by the Court or permitted

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in writing by the Designating Party, a Receiving Party may disclose any information

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or item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY”

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only to:

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(a)

the Receiving Party’s Outside Counsel of Record in this Action,

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as well as employees of said Outside Counsel of Record to whom it is reasonably

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necessary to disclose the information for this Action;

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(b)

Experts (as defined in this Order) of the Receiving Party to whom

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disclosure is reasonably necessary for this Action and who have signed the

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“Acknowledgment and Agreement to Be Bound” (Exhibit A);

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(c)

the Court and its personnel;

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(d)

court reporters, videographers, and their staff;

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(e)

professional jury or trial consultants, mock jurors, and

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Professional Vendors to whom disclosure is reasonably necessary for this Action and

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who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

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(f)

the author or recipient of a document containing the information

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or a custodian or other person who otherwise possessed or knew the information; and
(g)

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any mediator or settlement officer, and their supporting

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personnel, mutually agreed upon by any of the parties engaged in settlement

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discussions.

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8.

PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED

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IN OTHER LITIGATION

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If a Party is served with a subpoena or a court order issued in other litigation

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that compels disclosure of any information or items designated in this Action as

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Protected Material, that Party must:

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(a)

promptly notify in writing the Designating Party.

Such

notification will include a copy of the subpoena or court order;
(b)

promptly notify in writing the party who caused the subpoena or

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order to issue in the other litigation that some or all of the material covered by the

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subpoena or order is subject to this Protective Order. Such notification will include

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a copy of this Stipulated Protective Order; and

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(c)

cooperate with respect to all reasonable procedures sought to be

pursued by the Designating Party whose Protected Material may be affected.

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If the Designating Party timely seeks a protective order, the Party served with

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the subpoena or court order will not produce any information designated in this action

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as Protected Material before a determination by the court from which the subpoena

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or order issued, unless the Party has obtained the Designating Party’s permission.

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The Designating Party will bear the burden and expense of seeking protection in that

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court of its confidential material and nothing in these provisions should be construed

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as authorizing or encouraging a Receiving Party in this Action to disobey a lawful

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directive from another court.

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9.

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PRODUCED IN THIS LITIGATION

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A

NON-PARTY’S
(a)

PROTECTED

MATERIAL

SOUGHT

TO

BE

The terms of this Order are applicable to information produced

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by a Non-Party in this Action and designated as Protected Material. Such information

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produced by Non-Parties in connection with this litigation is protected by the

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remedies and relief provided by this Order. Nothing in these provisions should be

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construed as prohibiting a Non-Party from seeking additional protections.

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(b)

In the event that a Party is required, by a valid discovery request,

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to produce a Non-Party’s confidential information in its possession, and the Party is

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subject to an agreement with the Non-Party not to produce the Non-Party’s

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confidential information, then the Party will:
(1)

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promptly notify in writing the Requesting Party and the

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Non-Party that some or all of the information requested is subject to a confidentiality

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agreement with a Non-Party;
(2)

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promptly provide the Non-Party with a copy of the

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Stipulated Protective Order in this Action, the relevant discovery request(s), and a

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reasonably specific description of the information requested; and
(3)

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make the information requested available for inspection by

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the Non-Party, if requested.

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(c)

If the Non-Party fails to seek a protective order from this Court

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within 14 days of receiving the notice and accompanying information, the Receiving

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Party may produce the Non-Party’s confidential information responsive to the

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discovery request. If the Non-Party timely seeks a protective order, the Receiving

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Party shall not produce any information in its possession or control that is subject to

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the confidentiality agreement with the Non-Party before a determination by the

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Court. Absent a court order to the contrary, the Non-Party shall bear the burden and

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expense of seeking protection in this Court of its Protected Material.

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10.

UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL

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If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed

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Protected Material to any person or in any circumstance not authorized under this

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Stipulated Protective Order, the Receiving Party must immediately (a) notify in

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writing the Designating Party of the unauthorized disclosures, (b) use its best efforts

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to retrieve all unauthorized copies of the Protected Material, (c) inform the person or

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persons to whom unauthorized disclosures were made of all the terms of this Order,

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and (d) request such person or persons to execute the “Acknowledgment and

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Agreement to Be Bound” that is attached hereto as Exhibit A.

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INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE

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PROTECTED MATERIAL

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The inadvertent disclosure of a document that a Producing Party believes is

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subject to privilege or work product protection shall not constitute a waiver or

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estoppel of any such privilege or protection. In the event of such inadvertent

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disclosure, the Producing Party may provide written notice of the same and request

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that all copies of any such documents be returned, whereupon the Receiving Party

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shall return all copies of such documents, delete them from its files, destroy all notes

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or other work product that reflect them, and shall not use the documents in any way.

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When a Producing Party gives notice to Receiving Parties that certain

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inadvertently produced material is subject to a claim of privilege or other protection,

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the obligations of the Receiving Parties are those set forth in Federal Rule of Civil

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Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure

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may be established in an e-discovery order that provides for production without prior

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privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the

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parties reach an agreement on the effect of disclosure of a communication or

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information covered by the attorney-client privilege or work product protection, the

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parties may incorporate their agreement in the stipulated protective order submitted

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to the Court.

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12.

12.1 Right to Further Relief. Nothing in this Order abridges the right of any

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MISCELLANEOUS

person to seek its modification by the Court in the future.

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12.2 Right to Assert Other Objections. By stipulating to the entry of this

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Protective Order no Party waives any right it otherwise would have to object to

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disclosing or producing any information or item on any ground not addressed in this

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Stipulated Protective Order. Similarly, no Party waives any right to object on any

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ground to use in evidence of any of the material covered by this Protective Order.

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12.3 Filing Protected Material. A Party that seeks to file under seal any

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Protected Material must comply with Civil Local Rule 79-5. Protected Material may

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only be filed under seal pursuant to a court order authorizing the sealing of the

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specific Protected Material at issue. If a Party’s request to file Protected Material

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under seal is denied by the Court, then the Receiving Party may file the information

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in the public record unless otherwise instructed by the Court.

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13.

FINAL DISPOSITION

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After the Final Disposition of this Action, as defined in Section 4, within 60

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days of a written request by the Designating Party, each Receiving Party must return

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all Protected Material to the Producing Party or destroy such material. As used in

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this subdivision, “all Protected Material” includes all copies, abstracts, compilations,

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summaries, and any other format reproducing or capturing any of the Protected

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Material. Whether the Protected Material is returned or destroyed, the Receiving

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Party must submit a written certification to the Producing Party (and, if not the same

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person or entity, to the Designating Party) by the 60 day deadline that (1) identifies

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(by category, where appropriate) all the Protected Material that was returned or

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destroyed and (2) affirms that the Receiving Party has not retained any copies,

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abstracts, compilations, summaries or any other format reproducing or capturing any

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of the Protected Material. Notwithstanding this provision, Counsel are entitled to

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retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing

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transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert

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reports, attorney work product, and consultant and expert work product, even if such

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materials contain Protected Material. Any such archival copies that contain or

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constitute Protected Material remain subject to this Protective Order as set forth in

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Section 4 (DURATION).

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Any willful violation of this Order may be punished by civil or criminal

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14.

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contempt proceedings, financial or evidentiary sanctions, reference to disciplinary

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authorities, or other appropriate action at the discretion of the Court.

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IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

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DATED: November 20, 2024

HUESTON HENNIGAN LLP

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/s/ Sourabh Mishra

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Sourabh Mishra

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Attorney for Plaintiffs/Counterclaim
Defendants Kelly Toys Holdings, LLC;
Jazwares, LLC; Kelly Amusement
Holdings, LLC; and Jazplus, LLC

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DATED: November 20, 2024

LEWIS RICE LLC

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/s/ Michael J. Hickey

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Michael J. Hickey

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Attorney for Defendant/Counterclaim
Plaintiff Build-A-Bear Workshop, Inc.

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FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

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November 26, 2024
DATED: ________________

___________________________
_______
_____________________

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HON.
A. ROCCONI
HON MARGO A
United States Magistrate Judge

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1

EXHIBIT A

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ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

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4

I,

______________________

[print

or

type

full

name],

of

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__________________________ [print or type full address], declare under penalty of

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perjury that I have read in its entirety and understand the Stipulated Protective Order

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that was issued by the United States District Court for the Central District of

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California on ________ [date] in the case of Kelly Toys Holdings, LLC, et al. v.

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Build-A-Bear Workshop, Inc., Case No. 2:24-cv-01169-JLS-MARx. I agree to

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comply with and to be bound by all the terms of this Stipulated Protective Order and

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I understand and acknowledge that failure to so comply could expose me to sanctions

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and punishment in the nature of contempt. I solemnly promise that I will not disclose

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in any manner any information or item that is subject to this Stipulated Protective

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Order to any person or entity except in strict compliance with the provisions of this

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Order.

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I further agree to submit to the jurisdiction of the United States District Court

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for the Central District of California for the purpose of enforcing the terms of this

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Stipulated Protective Order, even if such enforcement proceedings occur after

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termination of this action. I hereby appoint ________________ [print or type full

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name] of ___________________________ [print or type full address and telephone

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number] as my California agent for service of process in connection with this action

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or any proceedings related to enforcement of this Stipulated Protective Order.

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Date: __________________________

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City and State where signed: _________________________________

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Printed name: ________________________

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Signature: ___________________________

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