Pleiades Publishing Ltd. et al v. Springer Nature Switzerland AG et al

Filing 15

ORDER granting 11 Letter Motion to Seal. The application is granted. (Signed by Judge Edgardo Ramos on 3/11/2025) (sgz)

Hon. Edgardo Ramos
March 11, 2025
Page 2

the Court seal this action in its entirety, or that it seal the entirety of any of the
documents that Pleiades is submitting.
However, in the parties' commercial agreements in this matter, the parties have
agreed that, in certain circumstances, limited categories of non-public data, including,
for example, customer lists and the economic terms of the parties’ agreements, shall
be afforded confidential treatment. The text of the confidentiality provision from the
parties' agreements is attached as Annex A to this letter.
The Petition does not incorporate data falling under these protected categories,
and it accordingly has been filed without redactions. However, several of the parties'
agreements are attached as Exhibits 1-3 and 6-7 to the Declaration of Gregory A. Litt
in Support of Order to Show Cause for Preliminary Injunction and Temporary
Restraining Order ("Litt Declaration"), and they contain economic terms that are nonpublic and commercially sensitive.
Although a general presumption exists in favor of public access to judicial
documents, courts have "considerable discretion in determining whether good cause
exists to overcome the presumption." Geller v. Branic Int'l Realty Corp., 212 F.3d
734, 738 (2d Cir. 2000). In determining whether to seal a document, a court should
balance various competing interests, including "the privacy interests of those resisting
disclosure." Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 120 (2d Cir. 2006).
Courts routinely seal materials where, as here, proposed redactions are "narrowly
tailored" and "essential to preserve higher values." Lugosch v. Pyramid Co. of
Onondaga, 435 F.3d 110, 120 (2d Cir. 2006) (citation omitted). These "higher values"
include the need "to prevent the unauthorized dissemination of confidential business
information," such as the terms of a commercial agreement. Allianz Glob. Invs. GmbH
v. Bank of Am. Corp., No. 18 Civ. 10364 (LGS), 2021 WL 2011914, at *1 (S.D.N.Y.
May 20, 2021); see also W.J. Deutsch & Sons Ltd. v. Diego Zamora, S.A., No. 1:21cv-11003 (LTS), 2022 WL 890184, at *2-3 (S.D.N.Y. Mar. 25, 2022).
Pleiades has prepared versions of Exhibits 1-3 and 6-7 to the Litt Declaration
with the specific economic terms redacted, and respectfully requests permission to file
these redacted versions until the parties can be further heard on this issue.
Respectfully submitted,
/s/ Gregory A. Litt
Gregory A. Litt

Hon. Edgardo Ramos
March 11, 2025
Page 3

Annex A
Section 12 of the parties' agreements provides:
(a)
For either party, its “Confidential Information” shall mean its secret,
non-public or proprietary information maintained by that party as confidential. To be
Confidential Information, Confidential Information must have been reduced to
tangible form and clearly marked as “confidential” or “proprietary” at the time of
disclosure or must otherwise be reasonably expected to be confidential under the
circumstances of such disclosure. To be Confidential Information, any information
that is disclosed orally or visually must be designated as “confidential” or
“proprietary” at the time of disclosure or must otherwise be reasonably expected to
be confidential under the circumstances of that disclosure. Confidential Information
of Springer shall include, but is not limited to, non-public information concerning
Springer’s subscription list, Springer’s pricing policies and other financial and
business matters relating to the creation, marketing, distribution and sale of Works.
Confidential Information of Pleiades shall include, but shall not be limited to, nonpublic information concerning Pleiades’ subscription lists, and Pleiades’ pricing
policies, and Pleiades’ secret, proprietary and confidential editorial, financial and
business matters relating to the creation, marketing, distribution and sale of the
Works. The economic terms of this Agreement shall be deemed the Confidential
Information of both Springer and Pleiades.
(b)
Neither party shall disclose any item of Confidential Information of
the other gathered during the Term unless: (i) the recipient received the item of
Confidential Information from sources lawfully permitted to disclose it, free from
any confidentiality restrictions; (ii) the item of Confidential Information is made
available to the public by a Person not bound by any confidentiality restrictions and
other than through the recipient; (iii) the item of Confidential Information is known
to the recipient prior to disclosure by the other party to this Agreement, its
representatives or agents; (iv) the item of Confidential Information is independently
developed by the recipient without reference to, or reliance on, disclosure by the
other party to this Agreement, its representatives or agents of the Confidential
Information; or (v) the recipient shall be required to make any such disclosure by
applicable law or at the direction of a court or governmental agency or any such
disclosure is required to be made to any regulating authority applicable to any such
party. Notwithstanding the foregoing, each party may disclose Confidential
Information of the other party to its Affiliates and its and their respective officers,
directors, managers, employees, agents, accountants, representatives and advisors
who need to know the Confidential Information in connection with the
consummation of the transactions contemplated by this Agreement, or in connection

Hon. Edgardo Ramos
March 11, 2025
Page 4

with any tax Audit, and to investors and potential investors (all of the foregoing,
“Recipients”), on the condition that such Recipients are informed by such party of
the confidential nature of the Confidential Information and are caused by the relevant
party to comply with the terms and conditions of this Section 12 (and, with respect to
Recipients that are third parties, are required to execute a written confidentiality
agreement with terms no less protective of the Confidential Information than the
terms contained herein). Each party shall be responsible for any breach of the
provisions of this Section 12 by its Affiliates or Recipients. The foregoing
notwithstanding, subscription lists may be disclosed to editors of the Works.