Sonterra Capital Master Fund, Ltd. v. Barclays Bank PLC et al

Filing 271

STIPULATION AND PROTECTIVE ORDER GOVERNING MATERIALS PRODUCED BY DEUTSCHE BANK AG...regarding procedures to be followed that shall govern the handling of confidential material..., Motions terminated: 269 MOTION for Protective Order . filed by Richard Dennis, Fund Liquidation Holdings, LLC, Sonterra Capital Master Fund, Ltd., Frontpoint European Fund L.P.. (Signed by Judge Vernon S. Broderick on 8/24/2023) (rro)

Case 1:15-cv-03538-VSB Document 271 Filed 08/24/23 Page 1 of 21

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SONTERRA CAPITAL MASTER FUND, LTD.,
RICHARD DENNIS, and FRONTPOINT
EUROPEAN FUND, L.P., on behalf of themselves
and all others similarly situated,
Plaintiffs,

Docket No. 15-cv-3538 (VSB)

-againstBARCLAYS BANK PLC, COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., DEUTSCHE BANK AG, LLOYDS BANKING
GROUP PLC, THE ROYAL BANK OF SCOTLAND
PLC, UBS AG, JOHN DOE NOS. 1-50, and
BARCLAYS CAPITAL, INC.,
Defendants.
STIPULATION AND PROTECTIVE ORDER
GOVERNING MATERIALS PRODUCED BY
DEUTSCHE BANK AG

Case 1:15-cv-03538-VSB Document 271 Filed 08/24/23 Page 2 of 21

VERNON S. BRODERICK, District Judge:
Defendant Deutsche Bank AG (“Deutsche Bank”) and Plaintiffs Richard Dennis and Fund
Liquidation Holdings LLC, and any subsequently named plaintiff(s) (collectively, “Representative
Plaintiffs”) in this action have agreed to the following terms of confidentiality, and the Court
having found that good cause exists for issuance of an appropriately tailored confidentiality order
governing the exchange of information between Deutsche Bank and Representative Plaintiffs, it is
therefore hereby ORDERED that any person subject to this order (the “Order”)—including,
without limitation, the parties to this action, their representatives, agents, experts and consultants,
all non-parties providing discovery in this action, and all other interested persons with actual or
constructive notice of the Order—shall adhere to the following terms:
1.

All information, documents, and data of any kind provided by Deutsche Bank, or

any current or former affiliate, subsidiary, or employee of Deutsche Bank, with respect to this
action, including, without limitation, written discovery responses and deposition testimony, shall
hereinafter be referred to as “Deutsche Bank Discovery Material.” Any person subject to this Order
who receives from any other person any Deutsche Bank Discovery Material, including any party
to this action, shall not disclose said Deutsche Bank Discovery Material to anyone else except as
expressly permitted hereunder.
2.

All Deutsche Bank Discovery Material shall be used solely for the prosecution or

the defense of this action (including any appeal therefrom) and for no other purpose, including use
in other legal actions, present or future, provided that any designated claims administrator of the
proposed settlement between Deutsche Bank and Representative Plaintiffs (the “Settlement
Administrator”) may use the contact information of counterparties to Sterling LIBOR-Based
Derivatives transactions for the purpose of mailing the notice of the proposed settlement to any

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member of the settlement class conditionally certified by the Court in connection with preliminary
approval of the settlement, and other data customarily used by a Settlement Administrator in
processing claims. The Deutsche Bank Discovery Material shall not be used for institution or
prosecution of any other action or proceedings against any Released Party. 1 The foregoing
restriction shall not apply to any information or documents that is or becomes publicly available.
3.

Deutsche Bank may designate as “Confidential” any Deutsche Bank Discovery

Material (hereinafter referred to as “Confidential Deutsche Bank Discovery Material”) that
consists of:
a. Financial information not previously disclosed to the public (including without
limitation, profit and loss reports or estimates, trading positions, transactional
data, liquidity reports, materials related to fees received for services provided,
and materials related to employee compensation);
b. Material not previously disclosed to the public relating to ownership or control
of any non-public company;
c. Business plans, trading strategies, or marketing materials not previously
disclosed to the public;
d. Proprietary business information or communications, or other confidential
research, development, or commercial information or communications;

1

“Released Party” refers to Deutsche Bank, its predecessors, successors and assigns, its direct and indirect parents,
subsidiaries and affiliates, and each of their respective current and former officers, directors, employees, managers,
members, partners, agents (in their capacity as agents of Deutsche Bank), shareholders (in their capacity as
shareholders of Deutsche Bank), attorneys, insurers, or legal representatives, and the predecessors, successors, heirs,
executors, administrators, and assigns of each of the foregoing. As used in this provision, “affiliates” means entities
controlling, controlled by, or under common control with a Released Party. For the avoidance of doubt, “Released
Parties” shall not include any named Defendants other than Deutsche Bank.

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e. Information for which applicable law—foreign or domestic—requires
confidential treatment, to the extent disclosure is permitted by such law, or
f. Any other category of information hereinafter given confidential status by the
Court.
4.

Deutsche Bank may designate any given Deutsche Bank Discovery Material as

“Highly Confidential” (hereinafter referred to as “Highly Confidential Deutsche Bank Discovery
Material”) where: (a) Deutsche Bank reasonably and in good faith believes that disclosure of the
Deutsche Bank Discovery Material to the full extent otherwise permitted by this Order could result
in competitive, commercial or personal harm to Deutsche Bank, or to improper market
manipulation; or (b) such Deutsche Bank Discovery Material includes information for which
applicable law—foreign or domestic—requires confidential treatment, to the extent disclosure is
permitted by such law, trade secrets within the meaning of Federal Rule of Civil Procedure
26(c)(1)(G), and/or undisclosed financial information of a third party.
5.

With respect to Confidential or Highly Confidential Deutsche Bank Discovery

Material other than deposition transcripts and exhibits, Deutsche Bank and its counsel may
designate such Deutsche Bank Discovery Material as “Confidential” or “Highly Confidential” by
stamping or otherwise clearly marking “Confidential” or “Highly Confidential” on the Deutsche
Bank Discovery Material in a manner that will not interfere with legibility or audibility. Deposition
testimony and exhibits may be designated as Confidential or Highly Confidential either on the
record during the deposition or within thirty (30) days of receipt of the transcript. Until such time
period expires without designation having been made, the entire deposition transcript and exhibits
shall be treated as Highly Confidential Deutsche Bank Discovery Material unless otherwise
specified in writing or on the record of the deposition by Deutsche Bank. If Deutsche Bank

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designates the entire deposition transcript and/or exhibits, or any portion thereof, as Confidential
or Highly Confidential, the designated portions of the transcript and/or exhibits shall be bound in
a separate volume and marked “Confidential Information Governed by Protective Order” or
“Highly Confidential Information Governed by Protective Order” by the reporter.
6.

Any court reporter or videographer who transcribes or videotapes testimony at a

deposition in this action containing Confidential or Highly Confidential Deutsche Bank Discovery
Material shall (a) certify that he or she has read this Order and manifests his or her assent to be
bound thereby by signing Exhibit A, (b) treat copies of any transcript, reporter’s notes, audio or
video recordings, or any other transcription records as Confidential or Highly Confidential
Deutsche Bank Discovery Material, and (c) deliver any transcript or video containing Confidential
or Highly Confidential Deutsche Bank Discovery Material only to counsel, the witness or the Court
(filed under seal). A party who notices a deposition shall be responsible for notifying any court
reporter or videographer of the existence of this Order and obtaining such consent to be bound.
7.

During a deposition, only persons to whom, respectively, disclosure of Confidential

or Highly Confidential Deutsche Bank Discovery Material is permitted under Paragraphs 10 or 11
of this Order shall remain present while Confidential or Highly Confidential Deutsche Bank
Discovery Material is being used or discussed. If, during the course of a deposition, the response
to a question would require the witness to disclose Confidential or Highly Confidential Deutsche
Bank Discovery Material, the witness may assert the confidentiality of the material as a basis for
refusing to answer only if a person not authorized under, respectively, Paragraphs 10 or 11 of this
Order is present.
8.

If at any time prior to the trial of this action, a party—other than Deutsche Bank

who produced and originally designated such material—believes that some portion[s] of Deutsche

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Bank Discovery Material were previously produced without a proper designation (including that
the Deutsche Bank Discovery Material should have been produced with a less restrictive
designation), that party may notify all parties and Deutsche Bank in writing, and such designated
portion[s] of the Deutsche Bank Discovery Material will thereafter be treated as Confidential or
Highly Confidential under the terms of this Order until any dispute about the proper designation
is resolved. In addition, Deutsche Bank and the party seeking a new designation will consult and
attempt to agree upon the proper designation. If they are unable to resolve any dispute about the
proper designation of such Deutsche Bank Discovery Material, counsel for all affected persons
will convene a joint telephone call with the Court to obtain a ruling. Pursuant to such ruling,
Deutsche Bank shall provide to each other party replacement versions of such Deutsche Bank
Discovery Material that bears the new designation within five (5) business days of agreement upon
such designation or resolution by the Court of any dispute or, in the case of voluminous material
or other exceptional circumstances, as soon as is practicable.
9.

If at any time prior to the trial of this action, Deutsche Bank realizes that some

portion[s] of the Deutsche Bank Discovery Material it previously produced was not properly
designated (including being subject to a less restrictive designation), it may so designate by
notifying all parties who received such material in writing, and such designated portion[s] of the
Deutsche Bank Discovery Material will thereafter be treated pursuant to the replacement
designation. In addition, Deutsche Bank shall provide all parties with replacement versions of such
Deutsche Bank Discovery Material that bear the replacement designation within five (5) business
days of providing such notice, or, in the case of voluminous material or other exceptional
circumstances, as soon as is practicable.

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10.

Other than Deutsche Bank, no person subject to this Order (including any witness

to whom Confidential Deutsche Bank Discovery Material has been provided pursuant to
subparagraph (d) below) shall disclose, summarize, describe, characterize or otherwise
communicate or make available any of the Confidential Deutsche Bank Discovery Material to any
other person whomsoever, except to individuals described in the below subparagraphs. Any
disclosure permitted by this paragraph may be made only to the following persons and only to the
extent reasonably necessary to prosecute and defend this action:
a. Representative Plaintiffs, or any other party to this action that first executes a
Non-Disclosure Agreement in the form annexed as Exhibit A hereto (“NDA
Parties”);
b. Representative Plaintiffs’ or NDA Parties’ outside counsel and in-house
counsel participating in the prosecution and defense of this matter in their roles
as lawyers, including any paralegal, translator, administrative assistant and/or
other assistant employed by such counsel and involved in this matter;
c. as to any document, its author, its addressee, and any other person indicated on
the face of the document as having received a copy;
d. any witness who counsel for Representative Plaintiffs or an NDA Party in good
faith believes may be called to testify at trial, hearing or deposition in this action
or is called to testify at trial, hearing or deposition in this action, provided such
person has, prior to disclosure, been advised of the contents of this Order;
e. any person retained by Representative Plaintiffs or an NDA Party to serve as an
expert witness or otherwise provide specialized advice to counsel in connection

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with this action, provided such person has first executed a Non-Disclosure
Agreement in the form annexed as an Exhibit A hereto;
f. stenographers engaged to transcribe depositions conducted in this action;
g. independent photocopying, graphic production services, or litigation support
services employed by Representative Plaintiffs or an NDA Party or their
counsel to assist in this action and computer service personnel performing
duties in relation to a computerized litigation system;
h. the Court and its support personnel;
i. any court-appointed Settlement Administrator, including staff, independent
photocopying services, graphic production services, or support services
employed by the Settlement Administrator, provided such person has first
executed the Non-Disclosure Agreement that is attached hereto as Exhibit A
prior to the disclosure, with such data being limited to contact information for
counterparties to Sterling LIBOR-Based Derivatives transactions with whom
Deutsche Bank transacted during the class period and other data customarily
used by a Settlement Administrator in processing claims; and
j. any other person whom Deutsche Bank in its sole discretion agrees in writing
may have access to such Deutsche Bank Discovery Material.
11.

Other than Deutsche Bank, no person subject to this Order (including any witness

to whom Highly Confidential Deutsche Bank Discovery Material has been provided pursuant to
subparagraph (d) below) shall disclose, summarize, describe, characterize or otherwise
communicate or make available any of the Highly Confidential Deutsche Bank Discovery Material
to any other person whomsoever, except to individuals described in the below subparagraphs. Any

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disclosure permitted by this paragraph may be made only to the following persons and only to the
extent reasonably necessary to prosecute and defend this action:
a. Representative Plaintiffs or NDA Parties’ outside counsel and in-house counsel
participating in the prosecution and defense of this matter in their roles as lawyers,
including any paralegal, translator, administrative assistant and/or other assistant
employed by such counsel and involved in this matter;
b. in the case of any Representative Plaintiffs or NDA Party to the litigation who is a
natural person, to that natural person himself; or in the case of any Representative
Plaintiffs or NDA Party to the litigation that is not a natural person, those specific
designated representatives of the Representative Plaintiffs or NDA Party who are
the primary decision-makers with authority and control over the prosecution or
defense of the litigation;
c. as to any document, its author, its addressee, and any other person indicated on the
face of the document as having received a copy;
d. any witness who has been subpoenaed or otherwise called to testify at trial, hearing
or deposition in this action, provided such person has, prior to disclosure, been
advised of the contents of this Order;
e. any person retained by Representative Plaintiffs or an NDA Party to serve as an
expert witness or otherwise provide specialized advice to counsel in connection
with this action, provided such person has first executed a Non-Disclosure
Agreement in the form annexed as an Exhibit A hereto;
f. stenographers engaged to transcribe depositions conducted in this action;

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g. independent photocopying, graphic production services, or litigation support
services employed by Representative Plaintiffs or an NDA Party or their counsel to
assist in this action and computer service personnel performing duties in relation to
a computerized litigation system;
h. the Court and its support personnel;
i. any court-appointed Settlement Administrator, including staff, independent
photocopying services, graphic production services, or support services employed
by the Settlement Administrator, provided such person has first executed the NonDisclosure Agreement that is attached hereto as Exhibit A prior to the disclosure,
with such data being limited to contact information for counterparties to Sterling
LIBOR-Based Derivatives transactions with whom Deutsche Bank transacted
during the class period and other data customarily used by a Settlement
Administrator in processing claims; and
j. any other person whom Deutsche Bank in its sole discretion agrees in writing may
have access to such Deutsche Bank Discovery Material.
12.

Nothing in this Order will bar or otherwise restrict an attorney from rendering

advice to his or her client with respect to this action or from relying upon or generally referring to
Confidential or Highly Confidential Deutsche Bank Discovery Material in rendering such advice;
provided, however, that in rendering such advice or in otherwise communicating with his or her
client, the attorney shall not reveal or disclose the specific content of Deutsche Bank Discovery
Material if such disclosure is not otherwise permitted under this Order.

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13.

Regarding Deutsche Bank Discovery Material related to experts:
a. The provisions of Federal Rule of Civil Procedure 26(b)(3)(A)-(C) and
26(b)(4)(A)-(D), effective December 1, 2015, shall apply to the protection of draft
expert reports and communications between a party’s attorney(s) and the party’s
expert(s) to the extent that they are not inconsistent with the terms of this Order.
b. Testifying experts shall not be subject to discovery with respect to any draft of his
or her report(s) in this case. Draft reports, notes, or outlines for draft reports
developed and drafted by the testifying expert and/or his or her staff are also exempt
from discovery.
c. Discovery of materials provided to testifying experts shall be limited to those
materials, facts, consulting expert opinions, and other matters actually relied upon
by the testifying expert in forming his or her final report(s), trial and/or deposition
testimony or any opinion presented in this case. No discovery can be taken from
any non-testifying or consulting expert.
d. No conversations or communications between parties and/or counsel and any
testifying expert will be subject to discovery unless the conversations or
communications identify facts or data provided by counsel and are actually relied
upon by such expert in forming his or her final report(s), trial and/or deposition
testimony or any opinion presented in this case.
e. Materials, communications, and other information exempt from discovery under
the foregoing Paragraphs 13(a)-(d) shall be treated as attorney work product for the
purposes of these proceedings and this Order.

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14.

Nothing in this Order shall limit Deutsche Bank’s rights concerning the Deutsche

Bank Discovery Material it produces.
15.

Prior to any disclosure of any Confidential or Highly Confidential Deutsche Bank

Discovery Material to any person referred to in subparagraphs 10(d) or 11(d) above, such person
shall be provided by counsel with a copy of this Order and shall, prior to disclosure, be advised of
the contents of this Order. Prior to any disclosure of any Confidential or Highly Confidential
Deutsche Bank Discovery Material to any person referred to in subparagraphs 10(e) or 11(e)
above, such person shall be provided by counsel with a copy of this Order and shall sign a NonDisclosure Agreement in the form annexed as Exhibit A hereto stating that that person has read
this Order and agrees to be bound by its terms. Said counsel shall retain each signed NonDisclosure Agreement, and produce it to opposing counsel prior to such person being permitted to
testify (at deposition, hearing or trial).
16.

All Confidential and Highly Confidential Deutsche Bank Discovery Material filed

with the Court, and all portions of pleadings, motions or other papers filed with the Court that
disclose such Confidential or Highly Confidential Deutsche Bank Discovery Material, shall be
filed under seal with the Clerk of the Court and kept under seal until further order of the Court.
The parties will use their reasonable best efforts to minimize such sealing. Any party to this action
may access Confidential or Highly Confidential Deutsche Bank Discovery Material filed under
seal with the Court, and shall be subject to this Order with respect to any Confidential or Highly
Confidential Deutsche Bank Discovery Material filed under seal, including but not limited to the
confidentiality restrictions set forth in paragraphs 10 and 11.
a.

Notwithstanding any other provision of this Order and except as

otherwise permitted by this Court’s Individual Rules & Practices in Civil Cases (“Individual

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Rules”), no document may be redacted or filed with the Clerk under seal without a further Order
of this Court addressing the specific documents or portions of documents to be sealed. Any
application to redact a document or file under seal shall comply with the requirements of the
Court’s Individual Rules and, to be approved, any redaction or sealing of a Court filing must be
narrowly tailored to serve whatever purpose justifies the redaction or sealing and must be
otherwise consistent with the presumption in favor of public access to judicial documents. See,
e.g., Lugosh v. Pyramid Co. of Onondaga, 435 F.3d 110, 119-20 (2d Cir. 2006).
b.

Nothing herein is intended to alter or modify the applicability of Federal

Rule of Civil Procedure 5.2 to this action. The redactions expressly authorized by Rule 5.2 may
be made without further application to the Court.
17.

Each person who has access to Deutsche Bank Discovery Material produced by

Deutsche Bank that has been designated as Confidential or Highly Confidential shall take all
reasonable precautions to prevent unauthorized or inadvertent disclosure of such material.
18.

If, in connection with this action, Deutsche Bank claims that it has inadvertently

produced Deutsche Bank Discovery Material that is subject to a claim of privilege or protection,
including, without limitation, attorney-client privilege, attorney work product protection, data
privacy laws, bank secrecy laws, state secrecy laws or bank examination privilege (“Inadvertently
Disclosed Information”), such disclosure, in itself, shall not constitute or be deemed a waiver or
forfeiture of any claim of privilege or protection with respect to the Inadvertently Disclosed
Information or its subject matter.
19.

If Deutsche Bank makes a claim of inadvertent disclosure, the receiving party shall,

within fourteen (14) business days, return or destroy all copies of the Inadvertently Disclosed

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Information, and provide a written certification of counsel that all such information has been
returned or destroyed.
20.

Within fourteen (14) business days of the notification that such Inadvertently

Disclosed Information has been returned or destroyed, Deutsche Bank shall produce a privilege
log with respect to the Inadvertently Disclosed Information.
21.

The receiving party may move the Court for an order compelling production of the

Inadvertently Disclosed Information. The motion shall be filed under seal, and shall not assert as
a ground for entering such an order the fact of the inadvertent production.
22.

Deutsche Bank retains the burden of establishing the privileged or protected nature

of any Inadvertently Disclosed Information. Nothing in this Order shall limit the right of any party
to request an in camera review of the Inadvertently Disclosed Information.
23.

Deutsche Bank may designate Deutsche Bank Discovery Material as

“Confidential” or “Highly Confidential” consistent with the terms of this Order, even if Deutsche
Bank is no longer a named party to this action. In such circumstances, Deutsche Bank Discovery
Material designated Confidential or Highly Confidential by the non-party Deutsche Bank shall be
assigned the same protection as Deutsche Bank Discovery Material so designated by Deutsche
Bank as a party to this action, and all duties applicable to a party under this Order shall apply to a
non-party Deutsche Bank designating Deutsche Bank Discovery Material as Confidential or
Highly Confidential. All obligations applicable under this Order to persons receiving Deutsche
Bank Discovery Material shall apply to any person receiving Deutsche Bank Discovery Material
from such non-party Deutsche Bank.
24.

If, at any time, any Deutsche Bank Discovery Material governed by this Order is

subpoenaed or requested by any court, administrative or legislative body, or by any other person

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or entity purporting to have authority to require the production thereof, the person to whom the
subpoena or request is directed shall, to the extent permitted by law, promptly give written notice
to Deutsche Bank and its counsel and include with that notice a copy of the subpoena or request.
To the extent permitted by law, the person to whom the subpoena or request is directed also shall
not produce documents for at least ten (10) days after notice of the subpoena is provided to
Deutsche Bank and its counsel in order to provide Deutsche Bank a reasonable period of time in
which to seek to quash, limit or object to the subpoena or request, or to move for any protection
for the Deutsche Bank Discovery Material. If the person to whom the subpoena or request is
directed is compelled by applicable law or a court order to respond to the subpoena or request in
less than ten (10) days, the person to whom the subpoena or request is directed shall, to the extent
permitted by law, notify Deutsche Bank and its counsel of this fact. In no event shall such Deutsche
Bank Discovery Material subject to this Order be produced by a person receiving a subpoena or
request without providing Deutsche Bank an opportunity to quash, limit or object, absent a court
order to do so or as otherwise required by law. In the event that Deutsche Bank Discovery Material
designated as “Confidential” or “Highly Confidential” under this Order is produced in response to
a subpoena or request, the recipient of the subpoena or request shall take commercially reasonable
steps to ensure that the protections afforded under this Order shall continue to apply to such
Deutsche Bank Discovery Material. The production of Confidential or Highly Confidential
Deutsche Bank Discovery Material pursuant to a subpoena or request shall not cause such
Confidential or Highly Confidential Deutsche Bank Discovery Material to lose its status as
Confidential or Highly Confidential Deutsche Bank Discovery Material.
25.

In order to expedite production of voluminous materials, if Deutsche Bank is

producing Deutsche Bank Discovery Material previously produced to a regulator or to another

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party in another litigation, Deutsche Bank may designate those collections of documents that by
their nature contain Confidential or Highly Confidential Deutsche Bank Discovery Material with
the appropriate designation, notwithstanding that some of the documents within the collection may
not qualify for such designation. Notwithstanding the foregoing, the receiving party may, pursuant
to the procedures set forth in paragraph 8, challenge the designation of one of more particular
documents on the grounds that it does not or they do not qualify for protection, or does not or do
not qualify for the level of protection asserted.
26.

Confidential or Highly Confidential Deutsche Bank Discovery Material that has

been produced, whether voluntarily, under subpoena or otherwise, to any regulator (including any
division of any federal, state or local government in the U.S. or abroad, any division of any foreign
government, or any industry self-governing, licensing or insuring entity), or that is subsequently
produced to any such regulator, shall nonetheless continue to be subject to this Order and shall not
cease to be Confidential or Highly Confidential Deutsche Bank Discovery Material solely because
it was or is so produced, regardless of whether such regulator made or makes such Confidential or
Highly Confidential Deutsche Bank Discovery Material available to one or more third parties.
27.

The undersigned agree to meet and confer concerning the use of any Confidential

or Highly Confidential Deutsche Bank Discovery Material at hearings or at the trial of this action
not fewer than ten (10) days prior to any such hearing or trial. Where a hearing or trial is scheduled
on less than ten (10) days’ notice, the parties agree to meet and confer as soon as practicable after
receiving notice, but in any event, not fewer than twenty-four (24) hours in advance of the hearing
or trial. The use of Confidential or Highly Confidential Deutsche Bank Discovery Material at
hearings or trial shall not cause such Confidential or Highly Confidential Deutsche Bank

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Discovery Material to lose its status as Confidential or Highly Confidential Deutsche Bank
Discovery Material.
28.

This Order shall survive the termination of the litigation. The Court retains

jurisdiction over parties, counsel for parties and all others to whom this Order applies, for purposes
of enforcement of this Order following the conclusion of this action. Upon written request of
Deutsche Bank, after the final conclusion of all aspects of this action by judgment not subject to
further appeal or by settlement, all Confidential or Highly Confidential Deutsche Bank Discovery
Material and all copies of such material shall be returned or destroyed by the receiving person, and
so certified in writing within ninety (90) days of Deutsche Bank’s written request. Notwithstanding
any other provision of this Order, the obligation to return or destroy all Confidential or Highly
Confidential Deutsche Bank Discovery Material and all copies of such material upon such written
request shall not apply to pleadings, motions, briefs, supporting affidavits, other papers filed with
the Court, attorney notes, deposition transcripts, hearing transcripts, trial transcripts, exhibits, the
trial record (including exhibits), Court opinions or orders, attorney-client privileged material,
and/or work product created by counsel, a party, or a third party in connection with this litigation,
which reflect, summarize or otherwise refer to Confidential or Highly Confidential Material, and
copies thereof retained by counsel, so long as such material is clearly marked to reflect that it
contains such information and the person retaining such material otherwise complies with this
Order with respect to such retained material.
29.

This Order is governed by, interpreted under, and construed and enforced in

accordance with New York law, without regard to the conflict of law principles of the State of
New York. Any dispute between the parties regarding this Order shall be resolved by making an
appropriate application to this Court in accordance with its rules.

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30.

Nothing herein shall preclude any party from seeking modification of this Order or

additional protection for particular documents for good cause.
31.

By stipulating to the entry of this Order, no party waives any right it otherwise

would have to object to disclosing or producing any information or item on any ground not
addressed in this Order. Similarly, no party waives any right to object on any ground to the
admissibility or use in evidence of any of the material covered by this Order.
32.

During the pendency of this action only, this Court shall retain jurisdiction over all

persons subject to this Order to the extent necessary to enforce any obligations arising hereunder.
33.

This Stipulation and Order may be executed in counterparts.

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Case 1:15-cv-03538-VSB Document 271 Filed 08/24/23 Page 20 of 21

EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SONTERRA CAPITAL MASTER FUND, LTD.,
RICHARD DENNIS, and FRONTPOINT EUROPEAN
FUND, L.P., on behalf of themselves and all others
similarly situated,

Docket No. 15-cv-3538 (VSB)

Plaintiffs,
-againstBARCLAYS BANK PLC, COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
DEUTSCHE BANK AG, LLOYDS BANKING GROUP
PLC, THE ROYAL BANK OF SCOTLAND PLC, UBS
AG, JOHN DOE NOS. 1-50, and BARCLAYS CAPITAL,
INC.,
Defendants.

NON-DISCLOSURE AGREEMENT

Case 1:15-cv-03538-VSB Document 271 Filed 08/24/23 Page 21 of 21

I, _______________________, acknowledge that I have read and understand the
Stipulation and Protective Order Governing Materials Produced by Deutsche Bank AG (the
“Protective Order”) in this action. I agree that I will use Deutsche Bank Discovery Material solely
for the prosecution or defense of this action and for no other purpose and that I am subject to the
terms of the Protective Order. For the avoidance of doubt, I agree that I will not disclose Deutsche
Bank Discovery Material, including Deutsche Bank Discovery Material designated as Confidential
or Highly Confidential, except as authorized by the Protective Order, and that at the conclusion of
the litigation I will return all Deutsche Bank Discovery Material I have received to the party or
attorney from whom I received it. By acknowledging these obligations under the Protective Order,
I understand that I am submitting myself to the jurisdiction of the United States District Court for
the Southern District of New York for the purpose of any issue or dispute arising hereunder and
that my willful violation of any term of the Protective Order could subject me to punishment for
contempt of Court.

DATED: _____________________

______________________________
[NAME]

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