Rabin v. PricewaterhouseCoopers LLP

Filing 53

STIPULATION AND ORDER re 52 STIPULATION WITH [PROPOSED] ORDER re Stipulated Proposed Protective Order filed by PricewaterhouseCoopers LLP. Signed by Judge Jon S. Tigar on November 7, 2016. (wsn, COURT STAFF) (Filed on 11/7/2016)

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Michael P. Esser (Cal. Bar No. 268634)
KIRKLAND & ELLIS LLP
555 California Street
San Francisco, CA 94104
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Emily Nicklin (admitted pro hac vice)
Gabor Balassa (admitted pro hac vice)
Christina Breisacher (admitted pro hac vice)
KIRKLAND & ELLIS LLP
300 N. LaSalle
Chicago, IL 60654
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Email: [e-mail]
Email: [e-mail]

Jahan C. Sagafi (Cal. Bar No. 224887)
Katrina L. Eiland (Cal. Bar No. 275701)
Julia Rabinovich (Cal. Bar No. 290730)
OUTTEN & GOLDEN LLP
One Embarcadero Center, 38th Floor
San Francisco, CA 94111
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
E-mail: [e-mail]
E-mail: [e-mail]
[Additional counsel listed on next page]
Attorneys for Plaintiffs and Proposed
Class and Collective Members

United States District Court
Northern District of California

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Attorneys for Defendant
PRICEWATERHOUSECOOPERS LLP

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

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STEVE RABIN and JOHN CHAPMAN,
on behalf of themselves, and all others similarly
situated,

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Case No. 16-cv-02276-JST
Hon. Jon S. Tigar

Plaintiffs,

STIPULATED [PROPOSED]
PROTECTIVE ORDER

v.
PRICEWATERHOUSECOOPERS LLP,
Defendant.

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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Adam T. Klein (admitted pro hac vice)
OUTTEN & GOLDEN LLP
3 Park Avenue, 29th Floor
New York, NY 10016
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Daniel Kohrman (admitted pro hac vice)
Laurie McCann (admitted pro hac vice)
Dara Smith (admitted pro hac vice)
AARP FOUNDATION LITIGATION
601 E. Street, N.W.
Washington, D.C. 20049
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
E-mail: [e-mail]
E-mail: [e-mail]
Jennifer L. Liu (Cal. Bar No. 279370)
THE LIU LAW FIRM, P.C.
1170 Market Street, Suite 700
San Francisco, CA 94102
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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1.

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PURPOSES AND LIMITATIONS
Disclosure and discovery activity in this action are likely to involve production of

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confidential, proprietary, or private information for which special protection from public disclosure

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and from use for any purpose other than prosecuting this litigation may be warranted. Accordingly,

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the parties hereby stipulate to and petition the court to enter the following Stipulated Protective

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

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or responses to discovery and that the protection it affords from public disclosure and use extends

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only to the limited information or items that are entitled to confidential treatment under the

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applicable legal principles. The parties further acknowledge, as set forth in Section 12.3, below, that

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this Stipulated Protective Order does not entitle them to file confidential information under seal;

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Civil Local Rule 79-5 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.

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2.

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DEFINITIONS
2.1

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

information or items under this Order.
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“CONFIDENTIAL” Information or Items: information (regardless of how it is

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generated, stored or maintained) or tangible things that qualify for protection under Federal Rule of

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Civil Procedure 26(c).

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2.3

Counsel (without qualifier): Counsel for Plaintiffs and counsel for Defendant.

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2.4

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

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“CONFIDENTIAL.”
2.5

Disclosure or Discovery Material: all items or information, regardless of the medium

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or manner in which it is generated, stored, or maintained (including, among other things, testimony,

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transcripts, and tangible things), that are produced or generated in disclosures or responses to

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discovery in this matter.

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2.6

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

the litigation who has been retained by a Party or its counsel to serve as an expert witness or as a

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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consultant in this action.
2.7

“HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES ONLY” Information or Items:

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information (regardless of how it is generated, stored or maintained) or tangible things that (i) relate

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to highly sensitive financial or personal information about any individual that could be embarrassing

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or otherwise prejudicial to the person whose information is revealed or (ii) relate to the business

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strategy of the Designating Party or could prejudice the Designating Party’s ongoing business

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relationships (or reasonably prospective business relationships).

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2.8

House Counsel: attorneys or their staff that work in the in-house legal department of

a Party to this action. House Counsel does not include Outside Counsel of Record or any other
outside counsel.
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Non-Party: any natural person, partnership, corporation, association, or other legal

entity not named as a Party to this action.
2.10

Outside Counsel: attorneys who are not employees, partners, or principals of a Party

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to this action but are retained to represent or advise a Party to this action and have appeared in this

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action on behalf of that Party or are affiliated with a law firm which has appeared on behalf of that

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Party, or any employees and/or staff of the Outside Counsel.

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2.11

Party: any party to this action, including all of its officers, directors, employees,

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partners, principals, independent contractors, consultants, retained experts, and Outside Counsel (and

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their support staffs).

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2.12

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Producing Party: a Party or Non-Party that produces Disclosure or Discovery

Material in this action.
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Professional Vendors: persons or entities that provide litigation support services

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(e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and organizing,

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storing, or retrieving data in any form or medium) and their employees and subcontractors.

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Professional Vendors may include persons within a Party that provide litigation support services to

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outside clients.

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2.14

Protected Material: any Disclosure or Discovery Material that is designated as

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES ONLY.”

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Receiving Party: a Party that receives Disclosure or Discovery Material from a

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Producing Party.

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SCOPE
The protections conferred by this Stipulation and Order cover not only Protected Material (as

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defined above), but also (1) any information copied or extracted from Protected Material; (2) all

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copies, excerpts, summaries, or compilations of Protected Material; and (3) any testimony,

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

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However, the protections conferred by this Stipulation and Order do not cover the following

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information: (a) any information that is in the public domain at the time of disclosure to a Receiving

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Party or becomes part of the public domain after its disclosure to a Receiving Party as a result of

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

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

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

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information lawfully and under no obligation of confidentiality to the Designating Party. Any use of

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Protected Material at trial shall be governed by a separate agreement or order.

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4.

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DURATION
Even after final disposition of this litigation, the confidentiality obligations imposed by this

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Order shall remain in effect until a Designating Party agrees otherwise in writing or a court order

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otherwise directs. Final disposition shall be deemed to be the later of (1) dismissal of all claims and

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defenses in this action, with or without prejudice; and (2) final judgment herein after the completion

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and exhaustion of all appeals, rehearings, remands, trials, or reviews of this action, including the

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

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5.

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DESIGNATING PROTECTED MATERIAL
5.1

Exercise of Restraint and Care in Designating Material for Protection. Each Party or

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Non-Party that designates information or items for protection under this Order must take care to

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limit any such designation to specific material that qualifies under the appropriate standards.

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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Mass, indiscriminate, or routinized designations are prohibited. Designations that are shown

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to be clearly unjustified or that have been made for an improper purpose (e.g., to unnecessarily

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encumber or retard the case development process or to impose unnecessary expenses and burdens on

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other parties) expose the Designating Party to sanctions.

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

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protection do not qualify for protection, that Designating Party must promptly notify all other Parties

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that it is withdrawing the mistaken designation.

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5.2

Manner and Timing of Designations. Except as otherwise provided in this Order

(see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated or ordered,

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Disclosure or Discovery Material that qualifies for protection under this Order must be clearly so

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designated before the material is disclosed or produced.

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Designation in conformity with this Order requires:

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(a) for information in documentary form (e.g., paper or electronic documents, but

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excluding transcripts of depositions or other pretrial or trial proceedings), that the Producing Party

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affix the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES

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ONLY” to each page that contains protected material.

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A Party or Non-Party that makes original documents or materials available for inspection need not

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designate them for protection until after the inspecting Party has indicated which material it would

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like copied and produced. During the inspection and before the designation, all of the material made

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available for inspection shall be deemed “CONFIDENTIAL.” After the inspecting Party has

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identified the documents it wants copied and produced, the Producing Party must determine which

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documents, or portions thereof, qualify for protection under this Order. Then, before producing the

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specified documents, the Producing Party must affix the “CONFIDENTIAL” or “HIGHLY

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CONFIDENTIAL - ATTORNEYS’ EYES ONLY” legend to each page that contains Protected

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Material.

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(b) for testimony given in deposition or in other pretrial or trial proceedings, such
testimony shall be subject to this Order provided it is designated as “CONFIDENTIAL” or

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“HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES ONLY” orally or in writing either (i) at the

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time such testimony is given or (ii) within 30 days of receipt by the Party of the final transcript of

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such testimony. All information disclosed during a deposition shall be deemed to have been

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designated “CONFIDENTIAL” until the thirty-day period set forth in this paragraph has expired.

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However, during the thirty-day period set forth above, if a Party wishes to use deposition testimony

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in a filing, that Party must first advise the Designating Party in writing of the material it intends to

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use, to give the Designating Party a reasonable opportunity to make an appropriate confidentiality

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designation.

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(c) for information produced in some form other than documentary and for any other

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tangible items, that the Producing Party affix in a prominent place on the exterior of the container or

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containers in which the information or item is stored the legend “CONFIDENTIAL” or “HIGHLY

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CONFIDENTIAL - ATTORNEYS’ EYES ONLY.”

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5.3

Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to

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designate qualified information or items does not, standing alone, waive the Designating Party’s

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right to secure protection under this Order for such material. Upon timely correction of a

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designation, the Receiving Party must make reasonable efforts to assure that the material is treated in

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accordance with the provisions of this Order. The Designating Party will provide replacement pages

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and/or documents with a “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL - ATTORNEYS’

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EYES ONLY” stamp for each corrected page, and the Receiving Party agrees to destroy any

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unmarked original pages and/or documents within two weeks of receiving the corrected pages.

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6.

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CHALLENGING CONFIDENTIALITY DESIGNATIONS
6.1

Timing of Challenges. Any Party may challenge a designation of confidentiality at

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any time (including the failure to designate Discovery Material as “CONFIDENTIAL” or “HIGHLY

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CONFIDENTIAL - ATTORNEYS’ EYES ONLY.” Unless a prompt challenge to a Designating

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Party’s confidentiality designation is necessary to avoid foreseeable, substantial unfairness,

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unnecessary economic burdens, or a significant disruption or delay of the litigation, a Party does not

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waive its right to challenge a confidentiality designation by electing not to mount a challenge

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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promptly after the original designation is disclosed.
6.2

Meet and Confer. The Challenging Party shall initiate the dispute resolution process

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by providing written notice of each designation it is challenging and describing the basis for each

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challenge. To avoid ambiguity as to whether a challenge has been made, the written notice must

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recite that the challenge to confidentiality is being made in accordance with this specific paragraph

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of the Protective Order. The parties shall attempt to resolve each challenge in good faith and must

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begin the process by conferring directly (in voice to voice dialogue; other forms of communication

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are not sufficient) within 14 days of the date of service of notice. In conferring, the Challenging

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Party must explain the basis for its belief that the confidentiality designation was not proper and

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must give the Designating Party an opportunity to review the designated material, to reconsider the

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circumstances, and, if no change in designation is offered, to explain the basis for the chosen

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designation. A Challenging Party may proceed to the next stage of the challenge process only if it

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has engaged in this meet and confer process first or establishes that the Designating Party is

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unwilling to participate in the meet and confer process in a timely manner.

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6.3

Judicial Intervention. If the Parties cannot resolve a challenge without court

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intervention, the Designating Party shall file and serve a motion to retain confidentiality under Civil

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Local Rule 7 (and in compliance with Civil Local Rule 79-5, if applicable) within 21 days of the

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initial notice of challenge or within 14 days of the parties agreeing that the meet and confer process

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will not resolve their dispute, whichever is earlier. Each such motion must be accompanied by a

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competent declaration affirming that the movant has complied with the meet and confer

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requirements imposed in the preceding paragraph. Failure by the Designating Party to make such a

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motion including the required declaration within 21 days (or 14 days, if applicable) shall

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automatically waive the confidentiality designation for each challenged designation. In addition, the

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Challenging Party may file a motion challenging a confidentiality designation at any time if there is

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good cause for doing so, including a challenge to the designation of a deposition transcript or any

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portions thereof. Any motion brought pursuant to this provision must be accompanied by a

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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competent declaration affirming that the movant has complied with the meet and confer

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requirements imposed by the preceding paragraph.

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The burden of persuasion in any such challenge proceeding shall be on the Designating

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Party. Frivolous challenges, and those made for an improper purpose (e.g., to harass or impose

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unnecessary expenses and burdens on other parties) may expose the Challenging Party to sanctions.

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Unless the Designating Party has waived the confidentiality designation by failing to file a motion to

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retain confidentiality as described above, all parties shall continue to afford the material in question

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the level of protection to which it is entitled under the Producing Party’s designation until the court

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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 disclosed or

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produced by another Party or by a Non-Party in connection with this case only for prosecuting,

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defending, or attempting to settle this litigation. Such Protected Material may be disclosed only to

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the categories of persons and under the conditions described in this Order. When the litigation has

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been terminated, a Receiving Party must comply with the provisions of section 13 below (FINAL

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DISPOSITION).

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Protected Material must be stored and maintained by a Receiving Party at a location and in a
secure manner that ensures that access is limited to the persons authorized under this Order.
7.2

Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise ordered by

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the court or permitted in writing by the Designating Party, a Receiving Party may disclose any

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information or item designated “CONFIDENTIAL” only to:

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(a) the Receiving Party’s Outside Counsel in this action, provided that the employees of

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said Outside Counsel to whom it is reasonably necessary to disclose the information for this

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litigation have signed the “Acknowledgment and Agreement to Be Bound” that is attached hereto as

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Exhibit A;

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(b) the officers, directors, partners, principals, independent contractors, and employees
(including House Counsel) (including former officers, directors, partners, principals, independent

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STIPULATED [PROPOSED] PROTECTIVE ORDER
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contractors, and employees) of the Receiving Party to whom disclosure is reasonably necessary for

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

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

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reasonably necessary for this litigation and who have signed the “Acknowledgment and Agreement

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to Be Bound” (Exhibit A);

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(d) the court and its personnel;

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(e) court reporters and their staff, professional jury or trial consultants, mock jurors, and

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Professional Vendors to whom disclosure is reasonably necessary for this litigation and who have

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

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(f) during their depositions, witnesses in the action to whom disclosure is reasonably

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

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unless otherwise 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 must be separately

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

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Stipulated Protective Order.

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(g) the author or recipient of a document containing the information or a custodian or

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other person who otherwise possessed or knew the information and who have signed the

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

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7.3

Disclosure of “HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES ONLY”

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Information or Items. Unless otherwise ordered by the court or permitted in writing by the

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Designating Party, a Receiving Party may disclose any information or item designated “HIGHLY

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CONFIDENTIAL - ATTORNEYS’ EYES ONLY” only to:

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(a) the Receiving Party’s Outside Counsel in this action, provided that the employees of

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said Outside Counsel to whom it is reasonably necessary to disclose the information for this

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litigation have signed the “Acknowledgment and Agreement to Be Bound” that is attached hereto as

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Exhibit A;

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(b) the Receiving Party’s House Counsel to whom disclosure is reasonably necessary for

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STIPULATED [PROPOSED] PROTECTIVE ORDER
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this litigation and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

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

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reasonably necessary for this litigation and who have signed the “Acknowledgment and Agreement

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to Be Bound” (Exhibit A);

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(d) the court and its personnel;

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(e) court reporters and their staff, professional jury or trial consultants, mock jurors, and

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Professional Vendors to whom disclosure is reasonably necessary for this litigation and who have

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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 or a custodian or

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other person who otherwise possessed or knew the information and who have signed the

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

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(g) Pages of transcribed deposition testimony or exhibits to depositions that reveal

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Protected Material must be separately bound by the court reporter and may not be disclosed to

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anyone except as permitted under this Stipulated Protective Order.

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8.

PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER

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LITIGATION

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

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disclosure of any information or items designated in this action as “CONFIDENTIAL” or “HIGHLY

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CONFIDENTIAL - ATTORNEYS’ EYES ONLY” that Party must:

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(a) promptly notify in writing the Designating Party. Such notification shall include a
copy of the subpoena or court order;
(b) promptly notify in writing the party who caused the subpoena or order to issue in the

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other litigation that some or all of the material covered by the subpoena or order is subject to this

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Protective Order. Such notification shall include 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.
If the Designating Party timely seeks a protective order, the Party served with the subpoena

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or court order shall not produce any information designated in this action as “CONFIDENTIAL” or

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“HIGHLY CONFIDENTIAL - ATTORNEYS’ EYES ONLY” before a determination by the court

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from which the subpoena or order issued, unless the Party has obtained the Designating Party’s

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permission. The Designating Party shall 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 as

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authorizing or encouraging a Receiving Party in this action to disobey a lawful directive from

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another court.

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9.

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A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS
LITIGATION
(a) The terms of this Order are applicable to information produced by a Non-Party in this

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action and designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL - ATTORNEYS’

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EYES ONLY.” Such information produced by Non-Parties in connection with this litigation is

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protected by the 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, to produce a Non-

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Party’s confidential information in its possession, and the Party is subject to an agreement with the

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Non-Party not to produce the Non-Party’s confidential information, then the Party shall:

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(1) promptly notify in writing the Requesting Party and the Non-Party that some or
all of the information requested is subject to a confidentiality agreement with a Non-Party;
(2) promptly provide the Non-Party with a copy of the Stipulated Protective Order in

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this litigation, the relevant discovery request(s), and a reasonably specific description of the

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information requested; and

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(3) make the information requested available for inspection by the Non-Party.

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(c) If the Non-Party fails to object or seek a protective order from this court within 14

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days of receiving the notice and accompanying information, the Receiving Party may produce the

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Non-Party’s confidential information responsive to the discovery request. If the Non-Party timely

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seeks a protective order, the Receiving Party shall not produce any information in its possession or

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control that is subject to the confidentiality agreement with the Non-Party before a determination by

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

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seeking protection in this court of its Protected Material.

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10.

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UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL
If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected

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Material to any person or in any circumstance not authorized under this Stipulated Protective Order,

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the Receiving Party must immediately (a) notify in writing the Designating Party of the unauthorized

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disclosures, (b) use its best efforts to retrieve all unauthorized copies of the Protected Material, (c)

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inform the person or persons to whom unauthorized disclosures were made of all the terms of this

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

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Be Bound” that is attached hereto as Exhibit A.

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11.

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INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED
MATERIAL

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The production of privileged or work-product protected documents, ESI or information, whether

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inadvertent or otherwise, is not a waiver of the privilege or protection from discovery in this case or

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in any other federal or state proceeding. This Order shall be interpreted to provide the maximum

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protection allowed by Federal Rule of Evidence 502(d). Nothing contained herein is intended to or

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shall serve to limit a Party’s right to conduct a review of documents, ESI or information (including

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metadata) for relevance, responsiveness and/or segregation of privileged and/or protected

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information before production. A Producing Party which seeks the return of documents under this

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section may request the return of documents which should have been withheld on the basis of the

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attorney-client and/or work product protection. Upon receipt of such a request for return, the

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Receiving Party must immediately destroy the documents including all information contained in the

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documents that has been incorporated into notes, summaries, communications or other work product

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and confirm within three (3) business days that the destruction is complete. Should the Receiving

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Party disagree with the assertion of privilege, it may move to compel production of the documents

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within fourteen (14) days. Further, any Party who receives a privileged or work-product protected

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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document, ESI or information and knows or reasonably should know that the document, ESI or

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information was inadvertently produced shall promptly notify the Producing Party.

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12.

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MISCELLANEOUS
12.1

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

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no Party waives any right it otherwise would have to object to disclosing or producing any

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information or item on any ground not addressed in this Stipulated Protective Order. Similarly, no

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Party waives any right to object on any ground to use in evidence of any of the material covered by

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this Protective Order.

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12.3

Filing Protected Material. Without written permission from the Designating Party or a

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court order secured after appropriate notice to all interested persons, a Party may not file in the

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public record in this action any Protected Material. A Party that seeks to file under seal any Protected

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Material must comply with Civil Local Rule 79-5. Protected Material may only be filed under seal

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pursuant to a court order authorizing the sealing of the specific Protected Material at issue. Pursuant

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to Civil Local Rule 79-5, a sealing order will issue only upon a request establishing that the

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Protected Material at issue is privileged, protectable as a trade secret, or otherwise entitled to

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protection under the law. If a Receiving Party's request to file Protected Material under seal pursuant

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to Civil Local Rule 79-5(d) is denied by the court, then the Receiving Party may file the information

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in the public record pursuant to Civil Local Rule 79-5(e) unless otherwise instructed by the court.

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13.

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FINAL DISPOSITION
Within 60 days after the final disposition of this action, as defined in paragraph 4, each

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Receiving Party must return all Protected Material to the Producing Party or destroy such material.

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As used in 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 Material. Whether

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the Protected Material is returned or destroyed, the Receiving Party must submit a written

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certification to the Producing Party (and, if not the same person or entity, to the Designating Party)

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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by the 60 day deadline that (1) identifies (by category, where appropriate) all the Protected Material

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that was returned or 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 of the Protected

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Material. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all

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pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda,

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correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant

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and expert work product, even if such materials contain Protected Material. Any such archival copies

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

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Section 4 (DURATION).

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IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

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Respectfully submitted,

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Dated: November 3, 2016

By: /s/ Jahan C. Sagafi_____________
Jahan C. Sagafi
Jahan C. Sagafi (Cal. Bar No. 227887)
Katrina L. Eiland (Cal. Bar No. 275701)
Julia Rabinovich (Cal. Bar No. 290730)
OUTTEN & GOLDEN LLP
One Embarcadero Center, 38th Floor
San Francisco, CA 94111
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
E-mail: [e-mail]
E-mail: [e-mail]
Adam T. Klein
OUTTEN & GOLDEN LLP
3 Park Avenue, 29th Floor
New York, NY 10016
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
Daniel Kohrman
Laurie McCann
Dara Smith
AARP FOUNDATION LITIGATION
601 E. Street, N.W.
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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

Washington, D.C. 20049
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
E-mail: [e-mail]
E-mail: [e-mail]

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Jennifer L. Liu (Cal. Bar No. 279370)
THE LIU LAW FIRM, P.C.
1170 Market Street, Suite 700
San Francisco, CA 94102
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]

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Attorneys for Plaintiff and Proposed Class and
Collective Members

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Dated: November 3, 2016
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By: ___/s/ Emily Nicklin______________
Michael P. Esser (SBN 268634)
KIRKLAND & ELLIS LLP
555 California Street
San Francisco, CA 94104
Telephone: [phone]
Facsimile: [phone]
EMAIL: [e-mail]
Emily Nicklin
Gabor Balassa
Christina Briesacher
KIRKLAND & ELLIS LLP
300 N. LaSalle
Chicago, IL 60654
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
[e-mail]
[e-mail]
Counsel for Defendant PricewaterhouseCoopers, LLP.

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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PURSUANT TO STIPULATION, IT IS SO ORDERED.

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November 7, 2016
DATED: ________________________

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_____________________________________
The Honorable Jon S. Tigar
UNITED STATES DISTRICT JUDGE

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ATTESTATION PURSUANT TO CIVIL L.R. 5-1(i)(3)
I, Emily Nicklin, am the ECF User whose ID and password are being used to file this document. I

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hereby attest that concurrence in the filing of this document has been obtained from the signatories.

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Dated: November 3, 2016

By: ___/s/ Emily Nicklin______________
Emily Nicklin

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST

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EXHIBIT A

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ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

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I, _____________________________ [print or type full name], of _________________ [print or

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type full address], declare under penalty of perjury that I have read in its entirety and understand the

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Stipulated Protective Order that was issued by the United States District Court for the Northern

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District of California in the case of Rabin v. PricewaterhouseCoopers LLP, Case No. 16-cv-02276-

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JST. I agree to 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 and

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

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information or item that is subject to this Stipulated Protective Order to any person or entity except

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in strict compliance with the provisions of this Order.

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

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District of California for the purpose of enforcing the terms of this Stipulated Protective Order, even

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if such enforcement proceedings occur after termination of this action.

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Date: ______________________________________

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City and State where sworn and signed: _________________________________

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Printed name: _______________________________

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Signature: __________________________________

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STIPULATED [PROPOSED] PROTECTIVE ORDER
CASE NO. 3:16-CV-02276-JST