Micholle v. Ophthotech Corporation et al

Filing 99

STIPULATED PROTECTIVE ORDER RESTRICTING DISCLOSURE OF CONFIDENTIAL INFORMATION...regarding procedures to be followed that shall govern the handling of confidential material... (Signed by Judge Vernon S. Broderick on 3/11/2020) (mro)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
x
FRANK MICHOLLE, Individually and on
:
:
Behalf of All Others Similarly Situated,
:
Plaintiff,
:
:
vs.
:
:
OPHTHOTECH CORPORATION, DAVID R. :
GUYER and SAMIR PATEL,
:
:
Defendants.
:
x

Civil Action No. 1:17-cv-00210-VSB
(Consolidated)
CLASS ACTION
STIPULATION AND [PROPOSED]
PROTECTIVE ORDER RESTRICTING
DISCLOSURE OF CONFIDENTIAL
INFORMATION

Pursuant to Federal Rule of Civil Procedure 26(c), Lead Plaintiff and Defendants
(collectively, the “Parties”) 1 to the above-captioned action (the “Action”), respectfully request that
the Court issue a protective order to protect certain confidential, proprietary, or private information
that may be produced in the course of discovery in this Action, and to guard against the waiver of
attorney-client privilege, work product protection pursuant to Federal Rule of Evidence 502(d), and
other applicable privileges. The Parties, by and through their respective undersigned counsel, hereby
stipulate to the following terms governing the pre-trial phase of this Action, subject to the Court’s
approval.
I.

DEFINITIONS
1.

“Confidential Discovery Material” means any Discovery Material designated as

“Confidential” pursuant to the terms of this Order.
2.

“Designating Party” means a Party or Non-Party who designates any Discovery

Material as Confidential in connection with this Action.
3.

“Discovery Material” means any information provided by a Party or Non-Party in the

course of discovery in this Action, including, but not limited to, information contained in documents,
testimony taken at depositions and transcripts thereof, deposition exhibits, interrogatory responses,
responses to requests for admission, and any other information or material produced, given or
exchanged in this Action, regardless of the medium or manner generated, stored or maintained.
4.

1

“Non-Party” means a person or entity that is not a Party to this Action.

“Lead Plaintiff” refers to Sheet Metal Workers’ Pension Plan of Southern California, Arizona
and Nevada. “Defendants” refers to Ophthotech Corporation, n/k/a IVERIC bio, Inc., David R.
Guyer, M.D. and Samir C. Patel, M.D.

5.

“Objecting Party” means a Party or Non-Party that challenges the designation of

Discovery Material as “Confidential,” or challenges a failure to so designate.
6.

“Party” means any Party to this Action.

7.

“Producing Party” means a Party or Non-Party that produces any Discovery Material

in this Action.
8.

“Protected Information” means information subject to a claim of attorney-client

privilege, attorney work product protection, or other applicable privilege, that a Producing Party
inadvertently discloses to a Receiving Party in this Action.
9.

“Receiving Party” means a Party that receives any Discovery Material from a

Producing Party in this Action.
II.

DESIGNATING DISCOVERY MATERIAL
10.

Any Producing or Receiving Party may designate as Confidential any Discovery

Material, or any portion thereof, that the Producing or Receiving Party reasonably and in good faith
believes consists of or contains non-public information related to:
(a)

financial information not otherwise disclosed to the public;

(b)

proprietary information, including, but not limited to, business plans,

personnel-related information, product development, research information, marketing plans,
commercial information or trade secrets not otherwise disclosed to the public;
(c)

any information of a personal or intimate nature regarding any individual;

(d)

any information entitled to confidential treatment under the Federal Rules of

Civil Procedure or other applicable laws or regulations, including information that is subject to U.S.
or foreign privacy, data protection, or secrecy laws; or

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(e)

any other category of information hereinafter given confidential status by the

Court.
11.

Nothing in this Order prejudices in any way any objection to, or position concerning,

production of the foregoing.
12.

If a Designating Party designates Discovery Material as Confidential on the basis that

it is subject to protection under applicable law, the Designating Party shall, upon request, disclose to
the Receiving Party the applicable law that the Designating Party in good faith believes constitutes
the basis for such designation.
13.

Nothing in this Order shall be construed to provide less protection to Confidential

Discovery Material designated by the Parties than the Federal Rules of Civil Procedure or the Local
Civil Rules of the U.S. District Court for the Southern District of New York.
14.

The designation of any Discovery Material as Confidential shall be made in the

following manner:
(a)

In the case of physical or electronic documents or data (apart from depositions

or other pretrial testimony, but including discovery responses such as interrogatories, compulsory
disclosures and other written information), the designation shall be made at the time of production
by affixing the legend “Confidential” to each page containing any Confidential Discovery Material
in a manner that will not interfere with legibility, audibility or functionality. In the event that any
documents are produced in native format, the Designating Party shall include the legend
“Confidential” in the file name of the document or on a placeholder document produced in
conjunction with the native file that states the Bates number of the document and that the document
is being produced in native format;

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(b)

In the case of depositions or other pretrial testimony, any Party or Non-Party

may designate the deposition, in whole or in part (including exhibits), as Confidential by: (i) making
a statement to such effect on the record during the proceeding during in which the testimony is
received; or (ii) notifying all counsel of record, in writing, within fifteen (15) days after receipt of the
final transcript of such proceeding. Until the expiration of the 15-day period, the Parties shall treat
the entirety of deposition, including any transcript or video thereof, as Confidential Discovery
Material. Thereafter, only those portions of the deposition designated as “Confidential” shall be
deemed Confidential Discovery Material. The Parties may modify this procedure for any particular
deposition through agreement on the record at such deposition or in writing, without further order of
the Court; and
(c)

In such cases where the marking of each piece of Discovery Material as

“Confidential” is impractical or impossible, the Designating Party shall designate in writing the
Discovery Materials that it regards as containing Confidential Discovery Material at the time the
Designating Party produces those Discovery Materials.
15.

The inadvertent or unintentional failure to designate Discovery Material as

“Confidential” does not constitute a waiver of a Producing Party’s claim of confidentiality, and may
be corrected by supplemental written notice at any time, with the effect that such Discovery Material
shall be subject to the protections of this Order from the time it is designated as “Confidential.”
III.

ACCESS TO AND USE OF THE CONFIDENTIAL DISCOVERY
MATERIAL
16.

Any person subject to this Order who receives from any Producing Party Discovery

Material that is designated as “Confidential” shall not disclose such Confidential Discovery Material,
except as expressly permitted herein. Any violation of the terms of this Order shall be punishable by
relief the Court deems appropriate.
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17.

Unless otherwise directed by the Court, Confidential Discovery Material shall not be

disclosed, summarized, described, characterized, or otherwise communicated or made available, in
whole or in part, to any person other than the individuals described in the subparagraphs below. 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)

A Party’s authorized representatives responsible for overseeing its legal affairs

and any current employee, officer, or director of a Party assisting in the defense or prosecution of, or
making a determination with respect to, the Action, or, in the case of an individual Party, the Party
himself or herself;
(b)

Counsel retained specifically for this Action, and regular or temporary

employees of such counsel, including any paralegal, clerical, or other assistant who are engaged in
assisting counsel in the prosecution or defense of this Action, provided that any disclosure is for use
in accordance with this Order;
(c)

Any person who is identified as an author or recipient (including without

limitation “bcc” recipients) of such Confidential Discovery Material (whether by the Confidential
Discovery Material itself or any other Discovery Material, including by testimony), provided that
such person is notified that such Confidential Discovery Material is subject to this Order and is not
provided with copies of such Confidential Discovery Material for his or her retention;
(d)

Outside vendors or service providers (such as copy-service providers,

document-management consultants, stenographers and videographers) retained in connection with
the prosecution or defense of this Action;

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(e)

Any mediator, arbitrator, or other person engaged by the Parties or appointed

by the Court for the purpose of alternative dispute resolution, provided that such person has signed
an undertaking in the form of Exhibit A attached hereto;
(f)

Any witness or deponent (and counsel for the witness or deponent) to the

extent reasonably necessary in connection with their testimony in this Action or the preparation
thereof. All persons identified solely in this subparagraph shall be advised of the contents of this
Protective Order and shall not be permitted to retain any Confidential Discovery Material;
(g)

Any prospective witness to the extent reasonably necessary in connection with

their testimony in this Action or the preparation thereof, provided that such person and his or her
counsel has signed an undertaking in the form of Exhibit A attached hereto. All persons identified
solely in this subparagraph shall not be permitted to retain any Confidential Discovery Material;
(h)

Any person (including their professional staff) retained by a Party to serve as

an expert witness or consultant or otherwise provide specialized advice to counsel in connection with
this Action, to the extent reasonably necessary for such person to prepare a written opinion, prepare
to testify, or assist counsel in the prosecution or defense of this Action, provided that any report
created by such expert or consultant relying on or incorporating Confidential Discovery Material, in
whole or in part, shall be designated as “Confidential” by the Party responsible for its creation, and
provided further, that such expert or consultant has signed an undertaking in the form attached as
Exhibit A hereto;
(i)

The Court or any appellate court in this Action and its support personnel,

court reporters, and jurors;

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(j)

Outside or in-house counsel for insurance companies or other indemnitors of

any Party from which a Party claims coverage or that are providing coverage for claims; and
(k)

Any other person upon order of the Court or upon stipulation of the Producing

Party.
18.

Before disclosing any Confidential Discovery Material to any person referred to in

subparagraphs 17(e), (g) and (h) above, counsel for the Party or Non-Party making the disclosure
shall provide such person with a copy of this Order, and such person shall sign an undertaking in the
form attached as Exhibit A hereto stating that such person has read this Order and agrees to be bound
by its terms. Counsel shall retain each signed Exhibit A.
19.

Every person or entity given access to Confidential Discovery Material or information

contained therein:
(a)

shall not make copies, duplicates, extracts, summaries or descriptions of such

material, or any portion thereof, except for use in connection with the Action, and each such copy is
to be treated in accordance with the provisions of this Order; and
(b)

shall be advised by the Party providing such access that the information is

being disclosed pursuant and subject to the terms of this Order and may not be disclosed other than
pursuant to such terms.
20.

Any extract, summary, compilation, description, notes, memoranda, analysis, or copy

containing Confidential Discovery Material and any electronic image or database containing
Confidential information shall be subject to the terms of this Order to the same extent as the material
or information from which it is derived.

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21.

All Discovery Material (including, but not limited to, Confidential Discovery

Material) shall be used solely for the prosecution or defense of this Action, and shall not be used for
any other purpose whatsoever. Confidential information shall not be disclosed except in accordance
with the terms of this Order.
22.

Parties, the attorneys of record for the Parties, and all other persons receiving

information governed by this Order shall maintain Discovery Material in a secure manner so as to
avoid disclosure of its content and take reasonable steps to ensure that Discovery Material is: (i) used
only for the purposes specified herein; and (ii) disclosed only to authorized persons, as described
herein. Each person who has access to Discovery Material that has been designated as Confidential
shall take all reasonable precautions to prevent the unauthorized or inadvertent disclosure or misuse
of such material, including by employing reasonable measures, consistent with this Order, to control
access to, duplication of and distribution of such material.
23.

Nothing contained in this Order, however, shall affect or restrict the rights of any

Designating Party with respect to its own documents, data or information produced in this Action.
24.

Each Party must promptly advise the Producing Party through counsel of any losses,

or compromises of, the confidentiality of the Confidential Discovery Material governed by this
Order. If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Confidential
Discovery Material to any person or in any circumstance not authorized under this Order, the
Receiving Party must immediately: (i) notify in writing the Producing Party of the unauthorized
disclosures; (ii) use best efforts to retrieve all copies of the Confidential Discovery Material; (iii)
inform the person(s) to whom unauthorized disclosure was made of all of the terms of this Order;
and (iv) request that such person(s) either return or destroy the Confidential Discovery Material

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inadvertently disclosed to them or, if appropriate under the terms of this Order, execute the
undertaking attached as Exhibit A hereto.
25.

This Order does not apply to any information or material that: (i) was, is or becomes

public knowledge other than through a breach of this Order; (ii) is acquired or learned by the
Receiving Party independent of discovery in this Action; or (iii) is required by law to be made
available to third Parties.
26.

In the event additional Parties join or are joined in this action, the newly-joined Party

shall not have access to Confidential Discovery Material until its counsel has executed and, at the
request of any Party, filed with the Court, its agreement to be fully bound by this Order.
IV.

FILING CONFIDENTIAL DISCOVERY MATERIAL
27.

A Party or Non-Party may not file in the public record in this Action any Confidential

Discovery Material without written permission from the Designating Party or a court order secured
after appropriate notice to all interested persons.
28.

A Party or Non-Party that seeks to file Confidential Discovery Material without

written permission from the Designating Party or a court order secured after appropriate notice to all
interested persons must file such Confidential Discovery Materials under seal or in redacted form in
a manner consistent with Rule 5.B. of the Court’s Individual Rules and Practices in Civil Cases and
Section 6 of the Electronic Case Filing Rules & Instructions for the Southern District of New York,
or in any manner otherwise permitted by the Court.
29.

Confidential Discovery Material may only be filed under seal pursuant to a court

order authorizing the sealing of the specific Confidential Discovery Material at issue. If a Receiving
Party’s request to file Confidential Discovery Material under seal is denied by the Court, then the

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Receiving Party may file the information in the public record unless otherwise instructed by the
Court.
30.

The date upon which the Confidential Discovery Material is appended to a letter

motion to file under seal shall act as the date the Confidential Discovery Material is filed with the
Court, regardless of the date upon which the Court issues an order on the motion to file under seal.
31.

Nothing herein shall preclude a Party from filing Discovery Materials that the Party

itself has designated as Confidential Discovery Material in unredacted form and without requesting
sealing.
32.

Sealed records that have been filed may be removed by the Designating Party:

(i) within ninety (90) days after a final decision disposing of the Action is rendered if no appeal is
taken; or (ii) if an appeal is taken, within thirty (30) days after final disposition of the appeal.
V.

USE OF CONFIDENTIAL DISCOVERY MATERIAL IN COURT
33.

Unless applicable rules of the Court provide for different notice, if any Receiving

Party plans to utilize any Confidential Discovery Material at a court hearing or pretrial conference,
that Receiving Party shall use reasonable efforts to inform the Producing and/or Designating Party of
its intent to use such information in advance of the court appearance, without being obligated to
identify the particular Confidential Discovery Material to be used. Whether or not any such advance
notice is given, the Receiving Party will provide the Producing Party and/or Designating Party with
an opportunity to approach the Court in confidence, whether in chambers or sidebar or such other
method as the Court shall direct, regarding the use of the Confidential Discovery Material before
reference is made to any such Confidential Discovery Material. This provision is not intended to
prohibit counsel from selecting and using Confidential Discovery Material for any court hearing or
conference.
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VI.

CHALLENGING CONFIDENTIALITY DESIGNATIONS
34.

A Party or Non-Party may object to the designation of Discovery Material as

“Confidential” at any time (the “Objecting Party”). Failure to do so at the time of the designation
does not operate as a waiver of any Receiving Party’s right to challenge the “Confidential”
designation of any Discovery Material by any Designating Party.
35.

In the event that an Objecting Party wishes to challenge the “Confidential”

designation of any Discovery Material, the Objecting Party shall give written notice to the
Designating Party and all Parties to the Action stating with particularity the grounds of the objection
or request. The Objecting Party and the Designating Party shall attempt in good faith to resolve all
objections by agreement. If any objections cannot be resolved by agreement within ten (10) days
from when they were first made, the Objecting Party may submit the issue to the Court at any time.
Any Discovery Material that is the subject of such a dispute shall be treated as Confidential
Discovery Material until the Court’s decision on the issue or until the Objecting Party withdraws
such objection in writing.
VII.

CLAWBACK OF PROTECTED MATERIAL
36.

If a Producing Party inadvertently discloses to a Receiving Party information subject

to a claim of attorney-client privilege, attorney work product protection, or any other applicable
privilege or protection (“Protected Information”), such disclosure shall not constitute or be deemed a
waiver or forfeiture of any claim of privilege or work product protection with respect to the
Protected Information, the subject matter of the Protected Information, or the right to object to the
production or disclosure of the Protected Information in this Action or in any other proceeding.
37.

If information produced in discovery is subject to a claim of attorney-client privilege,

any other applicable privilege, and/or entitled to work-product protection, the Producing Party shall
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follow the procedures set forth in Federal Rule of Civil Procedure 26(b)(5)(B) and Local Civil Rule
26.2. Any Party opposing a Producing Party’s assertion of attorney-client privilege, any other
applicable privilege, and/or entitlement to work-product protection shall not assert as a ground for
opposing such an assertion that the Producing Party waived any privilege or protection because of
inadvertent production in this Action.
38.

The return, sequester or destruction of any Protected Information pursuant to Federal

Rule of Civil Procedure 26(b)(5)(B) shall not in any way preclude the Receiving Party from moving
the Court for an Order compelling production of the Protected Information.
VIII. NON-PARTIES
39.

Any Non-Party from whom Discovery Material is or has been sought in this Action

may obtain the protections of this Order by giving written notice to the Parties that it intends to be
bound by the provisions of this Order and designating that its provision of Discovery Material is
subject to the Order.
40.

The subpoenaing or requesting Party shall advise any Non-Party from whom

Discovery Material is sought of the existence of this Order and its right to obtain its protections.
41.

To the extent that any Non-Party produces Discovery Material in this Action that

contains Confidential Discovery Material of a Party to this Action, any Party may designate such
Discovery Material as “Confidential,” for purposes of this Order by delivering written notice of such
designation to the Parties within sixty (60) days of receipt by counsel for all Parties of the NonParty’s production of such Discovery Material. Until the expiration of the 60-day period, the Parties
shall treat any Discovery Material produced by a Non-Party as Confidential Discovery Material.
Thereafter, only those portions of such Discovery Material designated as “Confidential” shall be
deemed Confidential Discovery Material.
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42.

As soon as practicable, and in no cases more than five (5) business days, after a

Receiving Party’s receipt of written responses and objections and/or Discovery Material provided or
produced in response to a subpoena pursuant to Federal Rule of Civil Procedure 45, a request
pursuant to the Hague Convention, or any other process for obtaining Discovery Material, including
any court filings related to such subpoena or request, that Receiving Party must make copies of such
written responses and objections, court filings, and/or Discovery Material available to all other
Parties.
IX.

LEGAL PROCESS
43.

If a Receiving Party is subpoenaed in another proceeding or served with a document

demand or other similar legal process in another proceeding, and such subpoena or document
demand seeks Confidential Discovery Material that was produced in this Action by a Designating
Party other than the Receiving Party, the Receiving Party shall, unless otherwise required or
prohibited by law, give written notice as promptly as reasonably practicable before the return date
for such subpoena or document demand, to counsel for the Designating Party, and include with the
notice a copy of the subpoena or request. The Designating Party shall bear all responsibility for its
objection to the production of such Confidential Discovery Material, and the Receiving Party shall
not voluntarily make any production of the Confidential Discovery Material until resolution of any
objections interposed by the Designating Party, unless compelled or otherwise required by law. The
Receiving Party shall make a good faith effort to provide the Designating Party a reasonable period
of time in which to seek to quash the subpoena or document demand, or to move for any protection
for the Discovery Material, before the Receiving Party takes any action to comply with the subpoena
or document demand and shall request, by designation pursuant to a protective order or otherwise,
the highest level of confidentiality protection available consistent with the designation of that
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Discovery Material pursuant to this Order. Nothing in this Order shall be construed as authorizing a
Party to disobey any law or court order requiring production of materials designated as Confidential
Discovery Material in this Action.
X.

FINAL DISPOSITION
44.

Within sixty (60) days after receiving notice of entry of an order, judgment or decree

finally ending the Action, including, without limitation, any appeals therefrom, or the running of
time to take such an appeal, if later, all persons having received Confidential Discovery Material
shall make commercially reasonable efforts to identify and destroy all such Confidential Discovery
Material, including all copies thereof and information derived therefrom, or return such materials to
counsel for the Producing Party. In either event, on or before the sixty-day deadline, the Receiving
Party shall certify its return or destruction of all Confidential Discovery Material by submitting a
written certification to the Producing Party that affirms, to the best of the Receiving Party’s
knowledge after undertaking commercially reasonable efforts, that it has not retained any copies,
abstracts, compilations, summaries, or other forms of reproducing or capturing any of the
Confidential Discovery Material.
45.

Notwithstanding the foregoing provision, counsel are entitled to retain an archival

copy of all pleadings, motion papers, transcripts, legal memoranda, correspondence or attorney work
product, even if such materials contain Confidential Discovery Material under this Order. Any such
archival copies that contain or constitute Confidential Discovery Material remain subject to this
Order.
46.

This Court shall retain jurisdiction over all persons subject to this Order to the extent

necessary to enforce any obligations arising hereunder or to impose sanctions for any contempt
thereof.
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XI.

MISCELLANEOUS
47.

Entering into or agreeing to this Order, producing or receiving Confidential

Discovery Material or otherwise complying with the terms of this Order, shall not:
(a)

operate as an admission by the Receiving Party that any particular Discovery

Material designated as “Confidential” by the Producing Party is appropriately designated as such;
(b)

prevent any Party or Non-Party from seeking further, greater or lesser

protection with respect to the use of any Confidential Discovery Material, in connection with this
Action or any other proceeding;
(c)

prejudice in any way the rights of any Party to object to the production of

documents or information it considers not subject to discovery or to object to the authenticity or
admissibility into evidence of any document, testimony or other evidence subject to this Order;
(d)

waive any applicable privilege, protection or immunity;

(e)

waive a Party’s right to move the Court for an order allowing disclosure of

Confidential Discovery Material for good cause;
(f)

prejudice in any way the rights of a Party to petition the Court for a further

protective order relating to any purported Confidential Discovery Material;
(g)

prevent the Parties from agreeing to alter or waive the provisions or

protections provided for herein with respect to any particular Discovery Material;
(h)

bar the use or disclosure at trial of any information designated as Confidential

Discovery Material; or

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(i)

affect, or be construed to affect, in any way the admissibility of any document,

interrogatory response or other evidence at hearings or trial of the Action.
48.

It is the present intention of the Parties that the provisions of this Order shall govern

discovery in the Action. Nonetheless, the Parties hereto may modify the terms of the Order by
agreement of all Parties in writing, and approval by the Court.
49.

The terms of this Order shall survive any settlement, discontinuance, dismissal,

judgment or other disposition of the Action.
50.

Any violation of the terms of this Order shall be punishable by relief deemed

appropriate by the Court.
51.

The Parties agree to meet and confer concerning any dispute between the Parties

regarding this Order before seeking assistance from the Court. If the Parties are unable to resolve
the dispute, any Party may make an appropriate application to the Court for relief.
52.

This Order may be executed in any number of actual, telecopied or emailed

counterparts, and by each of the different parties thereto on several counterparts, each of which when
executed and delivered shall be an original. The executed signature page(s) from each actual,
telecopied or emailed counterpart may be joined together and attached to one such original and shall
constitute one and the same instrument.
53.

This Order shall become effective as a stipulation among the Parties immediately

upon its execution, even if not yet entered by the Court.

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DATED: March 10, 2020

Respectfully submitted,

WILMER CUTLER PICKERING HALE
ANDDORRLLP
MICHAEL G. BONGIORNO
FRASER L. HUNTER, JR.
JEREMY T. ADLER

ROBBINS GELLER RUDMAN
&DOWDLLP
SAMUEL H. RUDMAN
DAVJD A. ROSENFELD
ERIN W. BOARDMAN
CHRISTOPHER T. GILROY
PHILIP T. MERENDA

a.

~~

c:::. ~ -

JE~T.ADLER

ERIN W. BOARDMAN

7 World Trade Center

250 Greenwich Street
New York, NY 10007
Telephone: [phone]
2 I 2/230-8888 (fax)
[e-mail]
[e-mail]
[e-mail]

58 South Service Road, Suite 200
Melville, NY I I 747
Telephone: [phone]
631/367-11.73 (fax)
[e-mail]
[e-mail]
[e-mail]
[e-mail]
[e-mail]

Attorneys for Defendants .·

Lead Counsel/or Lead Plaintiff
*

*

*

ORDER
IT IS SO ORDERED.
3/11/2020

DATED: - - - -- - - -- -

THE HONORABLE VERNON S. BRODERICK
UNITED STATES DISTRICT JUDGE

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EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
x
:
:
:
Plaintiffs,
:
:
vs.
:
:
OPHTHOTECH CORPORATION, DAVID R. :
GUYER, and SAMIR PATEL,
:
:
Defendants.
:
x
FRANK MICHOLLE, Individually and on
Behalf of All Others Similarly Situated,

Civil Action No. 1:17-cv-00210-VSB
CLASS ACTION
NON-DISCLOSURE AGREEMENT
(EXHIBIT A TO STIPULATION AND
[PROPOSED] PROTECTIVE ORDER)

I, ______________________________, acknowledge that I have read and understand the
terms of the Protective Order entered in this Action governing the protection of Confidential
Discovery Material. I agree that I will not disclose Confidential Discovery Material to anyone other
than for purposes of this Action and as expressly permitted under the terms of the Protective Order.
I further agree that, upon the request of the Producing Party, within 30 days of the conclusion of the
Action, I will return all Confidential Discovery Material in my custody, possession, or control to the
Producing Party or attorney from whom I received it or certify in writing that said information has
been destroyed. By acknowledging these obligations, 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 under the Protective Order and that my willful violation of
any term thereunder could subject me to punishment for contempt of Court.
Date:

Signature:
Printed name: