GPX Capital, LLC v. Argonaut EMS et al

Filing 36

ORDER Granting Defendants' 28 Request for Entry of Model Protective Order. Signed by Magistrate Judge Barbara Lynn Major on 6/19/18. (dlg)

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UNITED STATES DISTRICT COURT

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SOUTHERN DISTRICT OF CALIFORNIA

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Case No.: 17cv2283-GPC (BLM)

GXP CAPITAL, LLC,

ORDER GRANTING DEFENDANTS’
REQUEST FOR ENTRY OF MODEL
PROTECTIVE ORDER

Plaintiff,

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v.

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ARGONAUT EMS; ARGONAUT
MANUFACTURING SERVICES, INC.;
WAYNE WOODARD; TELEGRAPH HILL
PARTNERS III, L.P.; and TELEGRAPH HILL
PARTNERS III INVESTMENT MANAGEMENT,
LLC,

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[ECF No. 28]

Defendants.

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Currently before the Court is Defendants’ June 4, 2018 motion requesting the entry of

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the Southern District of California’s Model Protective Order [ECF No. 28 (“Mot.”)], Plaintiff’s June

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11, 2018 opposition to Plaintiffs’ motion [ECF No. 32 (“Oppo.”)], and Defendants’ June 15, 2018

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reply to Defendant’s response [ECF No. 35 (“Reply”)].

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Defendants’ motion for entry of the Model Protective Order is GRANTED.

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I.

For the reasons set forth below,

RELEVANT BACKGROUND

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In February 2018, Plaintiff served its first set of requests for production of documents on

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Defendants. Mot. at 2; Oppo. at 2. In May 2018, Defendants notified Plaintiff’s counsel that

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some requested documents were confidential and would require entry of a protective order.
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Mot. at 2; Oppo at 3. Plaintiff’s counsel responded that he had “no issue” with a protective

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order and requested Defendants to send a draft for review. Mot. at 2; Oppo. at 3. Defendants

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sent a draft protective order that was “based off of the model protective order from the Southern

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District.” Mot. at 2; Oppo. at 3. Plaintiff objected to the inclusion of an “Attorneys’ Eyes Only”

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(“AEO”) confidentiality designation. Mot. at 3; Oppo. at 3. The parties continued to meet and

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confer during May. Mot. at 3; Oppo. at 3. Defendants told Plaintiff that Plaintiff’s Request No.

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7 asked for highly confidential information and that a production of those records would

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necessitate an AEO designation.1 Mot. at 3; Oppo. at 3-4. Defendants suggested a compromise

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to proceed without any AEO designation in the protective order if Plaintiff withdrew Request No.

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7. Mot. at 3; Oppo. at 4. Plaintiff rejected the proposal because “it would deny Plaintiff access

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to documents that are crucial to prosecution of its case.” Oppo. at 4. Defendants made their

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first production of documents on May 25, 2018 and omitted all confidential documents pending

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resolution of this dispute and entry of a protective order. Mot. at 4 n.2. On May 31, 2018 the

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parties participated in a telephonic discovery conference with the Court, and a briefing order

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was subsequently issued. Mot. at 4; Oppo. at 4; ECF. No. 27.

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II.

DISCUSSION

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Defendants contend that this District’s Model Protective Order, included as an appendix

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to the Local Rules, should govern when parties cannot agree on the terms of the protective

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order. Mot. at 4. Defendants also argue that Plaintiff will suffer no prejudice from the AEO

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designation for highly confidential information in the Model Protective Order because the

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protective order includes provisions permitting a challenge to any confidentiality designation.

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Mot. at 5. Defendants claim the documents sought in Request No. 7 are “proprietary and trade

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secret-protected.” ECF No. 28-6, Declaration of Paul D. Grossman in Support of Defendants’

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Motion re: Request for Entry of Model Protective Order (“Grossman Decl.”), ¶ 3. Defendants

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further claim that the documents “contain trade secret information, including identification of

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Request No. 7 asks Defendants for documents that include “final confidential private placement
offering memorandum” and “executed partnership agreement, including any amendments” for
Defendant Telegraph Hill Partners III, L.P. Oppo. at 3; Oppo., Exh. 1 at 7.
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investors and sources of funds, transactional terms not standard in the industry, and details not

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publically available regarding historical activities and results,” which “constitutes some of

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[Defendant] Telegraph Hill Partners’ most sensitive and carefully-protected business and

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competitive information.” Id. Defendants also contend that the entry of the Model Protective

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Order will save time and promote judicial economy by providing protection for disclosure of

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documents going forward instead of requiring parties to ask the Court for piecemeal decisions

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on how each highly-confidential document will be disclosed. Mot. at 6.

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Plaintiff states that it is willing to stipulate to the Model Protective Order only if it excludes

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the provision for AEO designation. Oppo. at 2. Plaintiff argues that Defendants have failed to

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show good cause for including an AEO designation in a protective order. Id. at 6. Plaintiff also

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argues that Defendants fail to address how “the risk of disclosure to competitors” outweighs

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“the risk that a protective order will impair prosecution or defense of the claims.” Id. (citing 6

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James Wm. Moore et al., Moore’s Federal Practice § 26.105[8][a], at 26-550 (3d ed. 2017)).

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Plaintiff further argues that Plaintiff is not a competitor to Defendants and would be severely

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prejudiced if its principal, Albert Hansen, is unable to view the documents because he is Plaintiff’s

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expert “on several complex pharmaceutical and industry documents that are the subject of

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Plaintiff’s discovery requests.” Oppo. at 7; ECF No. 34, Declaration of Albert Hansen in Support

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of Plaintiff’s Opposition (“Hansen Decl.”), ¶¶ 1, 6, 9-10, 12.

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designation would impose on Plaintiff a “significant litigatory burden and financial hardship”

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because of Plaintiff’s limited resources. Oppo. at 7; ECF No. 32-2, Declaration of Marc S. Hines

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in Support of Plaintiff’s Opposition (“Hines Decl.”), ¶¶ 9-10.

Plaintiff argues that an AEO

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In its Reply, Defendants argue that Plaintiff bears the burden of establishing good cause

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to deviate from this District’s Model Protective Order by providing for less protection of

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confidential information. Reply at 4. Defendants argue that Plaintiff has not shown good cause

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by claiming that an AEO designation would create a “significant litigatory burden and financial

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hardship on Plaintiff” because (1) the partnership records at issue in Request No. 7 fall outside

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the scope of Mr. Hansen’s asserted pharmaceutical expertise; and (2) Plaintiff is not a pro se

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litigant, but instead “initiated this action, hired two sets of attorneys, and will retain experienced
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financial experts.” Id. at 5. Defendants also contend that Dr. Grossman’s sworn declaration

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that the documents called for in Request No. 7 are highly sensitive business information is

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sufficient to establish good cause for entry of the Model Protective Order with its AEO

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designation. Id. at 6.

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Rule 26(c) of the Federal Rules of Civil Procedure states, inter alia, that a court may, for

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good cause, issue a protective order to protect a party from undue burden or expense, including

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“requiring that a trade secret or other confidential research, development, or commercial

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information not be revealed or be revealed only in a specified way.” Fed. R. Civ. P. 26(c). In

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determining when protective orders for trade secrets may be appropriate, the Ninth Circuit

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advocates a balancing test that weighs “the risk to [the provider of the information] of

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inadvertent disclosure of trade secrets to competitors against the risk to [the requester of the

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information] that protection of [the provider’s] trade secrets impaired prosecution of [the

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requestor’s] claims.” Brown Bag Software v. Symantec Corp., 960 F.2d 1465, 1470 (9th Cir.

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1992). “Rule 26(c) confers broad discretion on the trial court to decide when a protective order

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is appropriate and what degree of protection is required.” Seattle Times Co. v. Rhinehart, 467

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U.S. 20, 36 (1984).

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Here, the parties agree that a protective order is appropriate but disagree as to whether

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an AEO provision should be included in the protective order. Each side also asserts that the

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other side bears the burden of proving the requisite good cause for the inclusion/exclusion of

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the provision. The Court finds that it does not need to resolve the burden of proof issue because

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under either analysis, there is good cause to include the AEO provision.

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As noted by another judge in this district, the court’s model protective order “governs

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discovery unless the court enters a different protective order.” SolarCity Corp. v. Doria, 2017

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WL 6551239, *4 (S.D. Cal. Dec. 21, 2107). The court’s model protective order includes an AEO

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provision which states the following: “Any party may designate as “CONFIDENTIAL – FOR

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COUNSEL ONLY” only if, in the good faith belief of such party and its counsel, the information

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is among that considered to be most sensitive by the party, including but not limited to trade

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secret or other confidential research, development, financial or other commercial information.”
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ECF No. 32-6 at 4; ECF No. 28-5 at 5; see also ECF No. 28-4 (Defendants’ proposed protective

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order) at 8. To support their request for the inclusion of this provision, Defendants provide a

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declaration from Paul Grossman, “a Venture Partner at Telegraph Hill Partners, and a member

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of the board of directors of defendant Argonaut Manufacturing Services[,]” stating that the

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documents requested in RFP No. 7 are “proprietary and trade secret-protected” documents

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including “identification of investors and sources of funds, transaction terms not standard in the

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industry, and details not publically available regarding historical activities and results. This

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constitutes some of Telegraph Hill Partners’ most sensitive and carefully-protected business and

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competitive information.” Grossman Decl. at ¶¶ 2-3. This is sufficient to establish that Plaintiff’s

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discovery requests seek highly confidential information and that the AEO provision is a

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reasonable method to protect that information. See Barnes and Noble, Inc. v. LSI Corp., 2012

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WL 601806, *1 (N.D. Cal. Feb. 23, 2012) (“[T]he court treats the model protective order as

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setting forth presumptively reasonable conditions regarding the treatment of highly confidential

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information.”); S.D. Cal. Patent L.R. 2.2 (including that “[a]n approved model form of protective

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order is available on the Court’s website”).

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Plaintiff argues against inclusion of the AEO provision on the grounds that Plaintiff is a

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small entity, with an investment capital much smaller than that of Defendants, and that the

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designation will prejudice Plaintiff because its principal, Albert Hanson, will be unable to review

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the documents. The first argument, the parties’ relative size, is not a basis for excluding the

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AEO provision in this case. According to Mr. Hanson, Plaintiff is one of several investment

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entities run by Mr. Hansen specializing in investments in pharma-related startup companies and

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having revenue of approximately $50,000 annually. Hansen Decl. at ¶¶ 1-2, 11-12. Mr. Hansen

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further declares that he has extensive experience in the field and numerous contacts within the

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industry. Id. at ¶¶ 5-9. As such, Plaintiff and the Defendants are in the same business field

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and, while not of comparative size, are competitors such that the disclosure of Defendants’

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proprietary and trade-secret information could prejudice Defendants. Moreover, Mr. Hanson’s

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declaration establishes that he is involved in competitive decisionmaking for Plaintiff and his

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other pharma-related investment entities. Id. at ¶¶1-12; Brown Bag Software, 960 F.2d at 1470
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(a factor to be considered is whether the individual who is being excluded is involved in

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competitive decisionmaking). Finally, Mr. Hansen’s extensive contacts with, and investments in,

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the pharma-industry create a very real risk of inadvertent disclosure resulting in prejudice to

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Defendants.

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With regard to the second argument, Plaintiff asserts that Mr. Hanson has pharmaceutical

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and industry expertise and an inability to hire experts that require he be allowed to view the

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confidential information. This argument is premature.

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documents will be designated AEO. As such, Plaintiff does not know whether the documents will

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relate to Mr. Hansen’s expertise. Plaintiff also has not established that the inability of Mr. Hansen

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to review AEO-designated documents prevents Plaintiff from litigating its case, especially

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because Plaintiff has experienced attorneys and possibly experts who will be able to review and

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utilize the information. Finally, given its investment amounts and revenue, Plaintiff has not

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established that it is unable to hire an appropriate expert to review the AEO-protected

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documents.

Plaintiff does not yet know what

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Accordingly, the Court finds that at this stage of the litigation, the evidence establishes

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that Plaintiff has served discovery seeking highly confidential documents, that risk of inadvertent

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disclosure and damage to Defendants outweighs the risk of impaired prosecution of Plaintiff’s

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claims, and that therefore the entry of a general protective order containing provisions for AEO

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designation and protections against the abuse of the AEO designation is appropriate. If after

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reviewing the AEO-designated documents, Plaintiff’s counsel believes that a specific document

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or documents is/are improperly designated or that the designation and inability of Mr. Hansen

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to review them unfairly prevents Plaintiff from litigating its case, counsel should meet and confer

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with defense counsel regarding the issue and, if necessary, file an appropriate motion. See Acer

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America Corp. v. Technology Properties, 2009 WL 1363551, * 4 (N.D. Cal. May 14, 2009) (noting

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that at the time of the motion, plaintiffs had not yet designated any documents highly

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confidential and that defendants could file a future “specific request to show a particular

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document to an employee for a very good reason”).

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III.

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CONCLUSION

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For the foregoing reasons, the Court GRANTS Defendants’ Motion Requesting Entry of

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Model Protective Order and enters the Protective Order attached as Attachment A to this Order.2

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IT IS SO ORDERED.
Dated: 6/19/2018

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Attachment A is substantially the same as the proposed protective order (adopted from this
District’s Model Protective Order) that is submitted with Defendants’ moving brief as Exhibit 3
to the Declaration of Brian A. Foster. ECF No. 28-4 at 5-14. The Court made one modification
to paragraph 12, adding instructions on filing documents under seal.
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ATTACHMENT A

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Court’s Protective Order

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Pursuant to the parties’ agreements and the Court’s resolution of the issues upon which
the parties could not agree, the Court enters the following protective order.

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Plaintiff GXP CAPITAL, LLC (“Plaintiff”) and Defendant ARGONAUT EMS, ARGONAUT

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MANUFACTURING SERVICES, INC, WAYNE WOODARD, TELEGRAPH HILL PARTNERS III, L.P.,

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and TELEGRAPH HILL PARTNERS III INVESTMENT MANAGEMENT, LLC (collectively

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“Defendants”) by and through their respective counsel of record, hereby STIPULATE AND

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AGREE, and accordingly request, that the Court enter the following order:

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The Court recognizes that at least some of the documents and information (“materials”)

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being sought through discovery in the above-captioned action are, for competitive reasons,

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normally kept confidential by the parties. The parties have agreed to be bound by the terms of

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this Protective Order (“Order”) in this action. The materials to be exchanged throughout the

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course of the litigation between the parties may contain trade secret or other confidential

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research, technical, cost, price, marketing or other commercial information, as is contemplated

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by Federal Rule of Civil Procedure 26(c)(1)(G). The purpose of this Order is to protect the

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confidentiality of such materials as much as practical during the litigation.

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THEREFORE:

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DEFINITIONS

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1. The term “confidential information” will mean and include information contained or

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disclosed in any materials, including documents, portions of documents, answers to

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interrogatories, responses to requests for admissions, trial testimony, deposition testimony, and

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transcripts of trial testimony and depositions, including data, summaries, and compilations

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derived therefrom that is deemed to be confidential information by any party to which it belongs.

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2. The term “materials” will include, but is not be limited to: documents; correspondence;

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memoranda; bulletins; blueprints; specifications; customer lists or other material that identify

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customers or potential customers; price lists or schedules or other matter identifying pricing;

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minutes; telegrams; letters; statements; cancelled checks; contracts; invoices; drafts; books of

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account; worksheets; notes of conversations; desk diaries; appointment books; expense
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accounts; recordings; photographs; motion pictures; compilations from which information can

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be obtained and translated into reasonably usable form through detection devices; sketches;

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drawings; notes (including laboratory notebooks and records); reports; instructions; disclosures;

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other writings; models and prototypes and other physical objects.

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3. The term “counsel” will mean outside counsel of record, and other attorneys,

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paralegals, secretaries, and other support staff employed in the following law firms: DLA Piper

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LLP, Law Offices of Benjamin M. Carson, Hines Hampton.

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GENERAL PROVISIONS

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4. Each party to this litigation that produces or discloses any materials, answers to

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interrogatories, responses to requests for admission, trial testimony, deposition testimony, and

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transcripts of trial testimony and depositions, or information that the producing party believes

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should be subject to this Protective Order may designate the same as “CONFIDENTIAL” or

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“CONFIDENTIAL -- FOR COUNSEL ONLY.”

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a. Designation as “CONFIDENTIAL”: Any party may designate information as

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“CONFIDENTIAL” only if, in the good faith belief of such party and its counsel, the unrestricted

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disclosure of such information could be potentially prejudicial to the business or operations of

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such party.

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b. Designation as “CONFIDENTIAL - FOR COUNSEL ONLY”: Any party may designate

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information as “CONFIDENTIAL - FOR COUNSEL ONLY” only if, in the good faith belief of such

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party and its counsel, the information is among that considered to be most sensitive by the

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party, including but not limited to trade secret or other confidential research, development,

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financial or other commercial information.

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5. In the event the producing party elects to produce materials for inspection, no marking

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need be made by the producing party in advance of the initial inspection. For purposes of the

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initial inspection, all materials produced will be considered as “CONFIDENTIAL - FOR COUNSEL

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ONLY,” and must be treated as such pursuant to the terms of this Order. Thereafter, upon

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selection of specified materials for copying by the inspecting party, the producing party must,

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within a reasonable time prior to producing those materials to the inspecting party, mark the

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copies of those materials that contain confidential information with the appropriate

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confidentiality marking.

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6. Whenever a deposition taken on behalf of any party involves a disclosure of confidential
information of any party:

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a. the deposition or portions of the deposition must be designated as containing

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confidential information subject to the provisions of this Order; such designation must be made

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on the record whenever possible, but a party may designate portions of depositions as containing

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confidential information after transcription of the proceedings; [A] party will have until fourteen

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(14) days after receipt of the deposition transcript to inform the other party or parties to the

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action of the portions of the transcript to be designated “CONFIDENTIAL” or “CONFIDENTIAL -

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FOR COUNSEL ONLY.”

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b. the disclosing party will have the right to exclude from attendance at the deposition,

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during such time as the confidential information is to be disclosed, any person other than the

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deponent, counsel (including their staff and associates), the court reporter, and the person(s)

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agreed upon pursuant to paragraph 8 below; and

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c. the originals of the deposition transcripts and all copies of the deposition must bear

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the legend "CONFIDENTIAL" or "CONFIDENTIAL – FOR COUNSEL ONLY," as appropriate, and

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the original or any copy ultimately presented to a court for filing must not be filed unless it can

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be accomplished under seal, identified as being subject to this Order, and protected from being

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opened by order of this Court.

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7. All confidential information designated as "CONFIDENTIAL" or "CONFIDENTIAL FOR

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COUNSEL ONLY" must not be disclosed by the receiving party to anyone other than those

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persons designated within this order and must be handled in the manner set forth below and,

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in any event, must not be used for any purpose other than in connection with this litigation,

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unless and until such designation is removed either by agreement of the parties, or by order of

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the Court.

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8. Information designated "CONFIDENTIAL - FOR COUNSEL ONLY" must be viewed only

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by counsel (as defined in paragraph 3) of the receiving party, and by independent experts under

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the conditions set forth in this Paragraph. The right of any independent expert to receive any

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confidential information will be subject to the advance approval of such expert by the producing

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party or by permission of the Court. The party seeking approval of an independent expert must

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provide the producing party with the name and curriculum vitae of the proposed independent

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expert, and an executed copy of the form attached hereto as Exhibit A, in advance of providing

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any confidential information of the producing party to the expert. Any objection by the producing

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party to an independent expert receiving confidential information must be made in writing within

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fourteen (14) days following receipt of the identification of the proposed expert. Confidential

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information may be disclosed to an independent expert if the fourteen (14) day period has

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passed and no objection has been made. The approval of independent experts must not be

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unreasonably withheld.

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9. Information designated "confidential" must be viewed only by counsel (as defined in

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paragraph 3) of the receiving party, by independent experts (pursuant to the terms of paragraph

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8), by court personnel, and by the additional individuals listed below, provided each such

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individual has read this Order in advance of disclosure and has agreed in writing to be bound by

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its terms:

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a) Executives who are required to participate in policy decisions with reference to this
action;
b) Technical personnel of the parties with whom Counsel for the parties find it necessary
to consult, in the discretion of such counsel, in preparation for trial of this action; and

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c) Stenographic and clerical employees associated with the individuals identified above.

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10. With respect to material designated "CONFIDENTIAL" or "CONFIDENTIAL – FOR

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COUNSEL ONLY," any person indicated on the face of the document to be its originator, author

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or a recipient of a copy of the document, may be shown the same.

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11. All information which has been designated as "CONFIDENTIAL" or "CONFIDENTIAL -

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FOR COUNSEL ONLY" by the producing or disclosing party, and any and all reproductions of that
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information, must be retained in the custody of the counsel for the receiving party identified in

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paragraph 3, except that independent experts authorized to view such information under the

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terms of this Order may retain custody of copies such as are necessary for their participation in

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this litigation.

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12. Before any materials produced in discovery, answers to interrogatories, responses to

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requests for admissions, deposition transcripts, or other documents which are designated as

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confidential information are filed with the Court for any purpose, the party seeking to file such

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material must seek permission of the Court to file the material under seal by filing a motion

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seeking to file the document under seal. No document may be filed under seal, i.e., closed to

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inspection by the public except pursuant to a Court order that authorizes the sealing of the

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particular document, or portions of it. A sealing order may issue only upon a showing that the

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information is privileged or protectable under the law. The request must be narrowly tailored

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to seek sealing only of the confidential or privileged material. To file a document under seal,

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the parties must comply with the procedures explained in Section II.j of the Electronic Case

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Filing Administrative Policies and Procedures Manual for the United States District Court for the

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Southern District of California and Civil Local Rule 79.2. In addition, in accordance with

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Judge Major’s preferences, a party must file a ‘public’ version of any document that

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it seeks to file under seal. In the public version, the party may redact only that

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information that is deemed ‘Confidential.’

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document(s) simultaneously with a joint motion or ex parte application requesting

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that the confidential portions of the document(s) be filed under seal and setting

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forth good cause for the request.”

The party should file the redacted

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13. At any stage of these proceedings, any party may object to a designation of the

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materials as confidential information. The party objecting to confidentiality must notify, in

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writing, counsel for the designating party of the objected-to materials and the grounds for the

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objection. If the dispute is not resolved consensually between the parties within seven (7) days

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of receipt of such a notice of objections, the objecting party may move the Court for a ruling on

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the objection. The materials at issue must be treated as confidential information, as designated
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by the designating party, until the Court has ruled on the objection or the matter has been

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otherwise resolved.

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14. All confidential information must be held in confidence by those inspecting or receiving

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it, and must be used only for purposes of this action. Counsel for each party, and each person

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receiving confidential information must take reasonable precautions to prevent the unauthorized

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or inadvertent disclosure of such information. If confidential information is disclosed to any

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person other than a person authorized by this Order, the party responsible for the unauthorized

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disclosure must immediately bring all pertinent facts relating to the unauthorized disclosure to

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the attention of the other parties and, without prejudice to any rights and remedies of the other

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parties, make every effort to prevent further disclosure by the party and by the person(s)

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receiving the unauthorized disclosure.

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15. No party will be responsible to another party for disclosure of confidential information

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under this Order if the information in question is not labeled or otherwise identified as such in

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accordance with this Order.

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16. If a party, through inadvertence, produces any confidential information without

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labeling or marking or otherwise designating it as such in accordance with this Order, the

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designating party may give written notice to the receiving party that the document or thing

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produced is deemed confidential information, and that the document or thing produced should

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be treated as such in accordance with that designation under this Order. The receiving party

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must treat the materials as confidential, once the designating party so notifies the receiving

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party. If the receiving party has disclosed the materials before receiving the designation, the

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receiving party must notify the designating party in writing of each such disclosure. Counsel for

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the parties will agree on a mutually acceptable manner of labeling or marking the inadvertently

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produced materials as "CONFIDENTIAL" or "CONFIDENTIAL - FOR COUNSEL ONLY" - SUBJECT

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TO PROTECTIVE ORDER.

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17. Nothing within this order will prejudice the right of any party to object to the

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production of any discovery material on the grounds that the material is protected as privileged

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or as attorney work product.
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18. Nothing in this Order will bar counsel from rendering advice to their clients with

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respect to this litigation and, in the course thereof, relying upon any information designated as

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confidential information, provided that the contents of the information must not be disclosed.

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19. This Order will be without prejudice to the right of any party to oppose production of

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any information for lack of relevance or any other ground other than the mere presence of

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confidential information. The existence of this Order must not be used by either party as a basis

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for discovery that is otherwise improper under the Federal Rules of Civil Procedure.

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20. Nothing within this order will be construed to prevent disclosure of confidential
information if such disclosure is required by law or by order of the Court.

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21. Upon final termination of this action, including any and all appeals, counsel for each

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party must, upon request of the producing party, return all confidential information to the party

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that produced the information, including any copies, excerpts, and summaries of that

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information, or must destroy same at the option of the receiving party, and must purge all such

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information from all machine-readable media on which it resides. Notwithstanding the foregoing,

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counsel for each party may retain all pleadings, briefs, memoranda, motions, and other

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documents filed with the Court that refer to or incorporate confidential information, and will

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continue to be bound by this Order with respect to all such retained information. Further,

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attorney work product materials that contain confidential information need not be destroyed,

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but, if they are not destroyed, the in possession of the attorney work product will continue to

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be bound by this Order with respect to all such retained information.

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22. The restrictions and obligations set forth within this order will not apply to any

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information that: (a) the parties agree should not be designated confidential information; (b)

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the parties agree, or the Court rules, is already public knowledge; (c) the parties agree, or the

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Court rules, has become public knowledge other than as a result of disclosure by the receiving

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party, its employees, or its agents in violation of this Order; or (d) has come or will come into

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the receiving party's legitimate knowledge independently of the production by the designating

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party. Prior knowledge must be established by pre-production documentation.

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17cv2283-GPC (BLM)

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23. The restrictions and obligations within this order will not be deemed to prohibit

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discussions of any confidential information with anyone if that person already has or obtains

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legitimate possession of that information.
24. Transmission by email or some other currently utilized method of transmission is

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acceptable for all notification purposes within this Order.
25. This Order may be modified by agreement of the parties, subject to approval by the

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Court.

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26. The Court may modify the terms and conditions of this Order for good cause, or in

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the interest of justice, or on its own order at any time in these proceedings. The parties prefer

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that the Court provide them with notice of the Court's intent to modify the Order and the content

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of those modifications, prior to entry of such an order.

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IT IS SO ORDERED.
Dated: 6/19/2018

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17cv2283-GPC (BLM)

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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

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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 that was

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issued by the United States District Court for the Southern District of California on

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_____________ [date] in the case of GXP Capital LLC v. Argonaut EMS, Case No. 17cv2283. I

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

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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

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

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except in strict compliance with the provisions of this Order. I further agree to submit to the

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jurisdiction of the United States District Court for the Southern District of California for the

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purpose of enforcing the terms of this Stipulated Protective Order, even if such enforcement

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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: __________________________
[printed name]

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Signature: ___________________________
[signature]

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17cv2283-GPC (BLM)