Reynolds & Reynolds Company v. Superior Integrated Solutions, Inc.

Filing 42

PROTECTIVE ORDER. Signed by Magistrate Judge Michael J Newman on 07/22/13. (pb1)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
THE REYNOLDS & REYNOLDS
COMPANY

Case No. 1:12-cv-00848
District Judge Thomas M. Rose

Plaintiff,
vs.
SUPERIOR INTEGRATED SOLUTIONS,
INC.
Defendant.

PROTECTIVE ORDER

  For good cause shown, the Court hereby GRANTS this Protective Order concerning

the confidentiality of certain documents and information and ORDERS as follows:
WHEREAS, on November 1, 2012, Plaintiff T h e R e y n o l d s & R e y n o l d s
C o . initiated the lawsuit styled Case No. 1:12-cv-00848, The Reynolds & Reynolds Company
v. Superior Integrated Solutions, Inc. in the United States District Court for the Southern
District of Ohio (the "Litigation");
WHEREAS, discovery requests propounded in the Litigation may call for the
disclosure of non-public, confidential, proprietary, or commercially sensitive information of
the parties to the Litigation;

WHEREAS, the Parties must be assured that such non-public, confidential,
proprietary, or commercially sensitive information will not be improperly used, disclosed,
shared, or distributed; and
WHEREAS, the Parties and the Court intend to include within the scope of this
Protective Order any data, information, material, or testimony (including documents and
tangible things as defined in Federal Rule of Civil Procedure 34(a) or any applicable rule) that is
voluntarily or involuntarily produced, disclosed, or filed in the Litigation, whether in
affidavits, briefs, exhibits, motions, pleadings, or otherwise (for ease of reference, the
"Discovery Material"), by or on behalf of any Party or non-Party (as delineated below, the
"Producing Party");
IT IS HEREBY ORDERED that this Protective Order shall govern Discovery
Material produced by the Parties pursuant to the Order as follows:
DEFINITIONS
1.

The following terms shall have the following meanings when used in this Order:
a.

"Confidential Material" means any Discovery Material (regardless of how

generated, stored, or maintained) that qualifies for protection under standards
developed under Federal Rule of Civil Procedure 26(c), including but not limited to,
confidential or proprietary business, commercial, personal or financial information, trade
secrets, confidential research and development, and/or credit, compliance personnel and
administrative information.
b.

"Highly Confidential Material" means extremely sensitive "Confidential

Material" including trade secrets (including, without limitation, source code) and
confidential research, development, or commercial information the disclosure of which
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would create a substantial risk of significant competitive or financial harm.
c.

"Confidential Discovery Material" means both Confidential Material, as defined

in Paragraph 1(a) and Highly Confidential Material, as defined in Paragraph 1 (b).
d.

"Party" means any Party to the litigation and that Party's officers, directors,

trustees, and employees.
e.

"Producing Party" means any Party or any non-Party who produces Discovery

Material in connection with this Litigation.
f.

"Receiving Party" means any Party to the Litigation or any non-Party who

receives Discovery Material.
g.

"Designating Party" means (i) any Producing Party who identifies any Discovery

Material that it produced as Confidential Material or Highly Confidential Material,
and/or (ii) any Party that identifies as Confidential Material or Highly Confidential
Material any Discovery Material provided to it by others, including other Parties to
this Litigation, for use in this Litigation.
SCOPE OF THE PROTECTIVE ORDER
2.

Subject to the reservation contained in Paragraph 25 herein, this Protective Order

controls the designation and handling

of, and resolution of disputes concerning, all

Confidential Discovery Material in the Litigation.
3.

The obligation to comply with the terms of this Protective Order shall apply to (i) the

Parties; (ii) any person receiving Confidential Discovery Material in this Litigation; (iii) any
deponent or other witness in this Litigation; and those persons who have signed Exhibit A
hereto.
4.

This Protective Order shall not apply to any Confidential Discovery Material that (i)
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becomes available to a Party, person, deponent, or other witness (as identified in paragraph 3
above) through lawful means other than in connection with the Litigation; or (ii) is
determined by the Court to be exempted from the restrictions in this Protective Order.
DESIGNATION OF CONFIDENTIAL DISCOVERY MATERIAL
5.

Except as otherwise provided in this Order, or as otherwise stipulated or ordered,

material that qualifies for protection under this Order must be clearly so designated before the
material is disclosed or produced. A Party may designate Discovery Material produced in the
Litigation as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL" under the terms of this
Protective Order if the Party believes such material contains non-public, confidential,
proprietary, or commercially sensitive information that requires the protections provided by
this Protective Order. Such designated Discovery Material shall be "Confidential Discovery
Material" and shall be maintained as confidential and used and disclosed only as permitted by
this Protective Order unless otherwise ordered by the Court pursuant to paragraph 10 hereof.
6.

The designation shall be made by stamping or otherwise marking "CONFIDENTIAL"

or "HIGHLY CONFIDENTIAL" on each page of the document or writing. If only a portion of
the document or writing is to be so designated, then a notation shall be made on the front page
indicating that a portion is so designated, and each page containing the designated portion
shall be stamped or otherwise marked "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL."
The failure to designate Discovery material as Confidential Discovery Material when served
shall not waive any claim of confidentiality. A Party may designate Discovery Material as
Confidential Discovery Material after it has been served in accordance with Paragraph 21
below.
7.

Designation of Discovery Material as Highly Confidential Material shall constitute a
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certification by the Designating Party that the Party has a reasonable, good-faith belief that the
Discovery Material meets the definition set forth in Paragraphs 1(b) above. The designation
shall thus further constitute a certification by the Designating Party that it has a reasonable,
good faith belief that the Discovery Material should not be used or disclosed by the recipient
unless such use or disclosure is made in accordance with Paragraphs 13 and 14 below.
8.

For Interrogatories: a Party may designate an interrogatory response as Confidential

Discovery

Material

by

prefacing

the

response

with

the

legend

"RESPONSE

CONFIDENTIAL" or "RESPONSE HIGHLY CONFIDENTIAL" and stamping each page
on which the response appears "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL." The
first page of any set of interrogatory responses containing Confidential Discovery Material shall
be stamped "CONFIDENTIAL RESPONSES INCLUDED."

The Parties shall treat any

interrogatory responses that are designated confidential in accordance with this paragraph as
Confidential Discovery Material subject to all of the protections set forth in this Protective
Order for such materials. The failure to designate an interrogatory response as Confidential
Discovery Material when served shall not waive any claim of confidentiality. A Party may
designate an interrogatory response as Confidential Discovery Material after it has been served,
in accordance with Paragraph 21 below.
9.

For Depositions: a Party may designate information contained or revealed in a

deposition, whether in a question, answer, or colloquy, as Confidential Material or Highly
Confidential Material at the time of the deposition, or within 25 days from receipt of the
deposition transcript, by noting on the record a claim of confidentiality pursuant to this
Protective Order or by written Notice to the Parties. For the period from the deposition
through 25 days following receipt of the deposition transcript, the entire transcript (but not
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the exhibits thereto, unless designated as Confidential Material or Highly Confidential
Material at or prior to the deposition) shall be treated as Confidential Material (unless the
information has previously been designated as Highly Confidential Material, in which case it
will be treated as Highly Confidential Material). At the expiration of that 25 day period, only
those portions of the transcript that were designated as "CONFIDENTIAL" or "HIGHLY
CONFIDENTIAL" at the deposition or within 25 days of receipt of the transcript shall be
considered Confidential Material or Highly Confidential Material. The failure to designate any
portion of a deposition testimony transcript as Confidential Discovery Material at the deposition
or within the 25-day period provided for in this paragraph does not constitute a waiver of such
claim, and a Party may so designate the deposition transcript or a portion thereof after it
has been provided, pursuant to Paragraph 21 below, with the effect that such material shall
be treated as subject to protection as Confidential Discovery Material under this Protective
Order from the date of such designation

forward. If any deposition is videotaped, those

portions of the videotape corresponding to pages of the deposition transcript designated as
Confidential Discovery Material shall be treated as Confidential Discovery Material.
a.

The confidential portion of a deposition transcript shall be identified as such in

the caption or title of the transcript and on each page, which shall be marked
"CONFIDENTIAL" or "HIGHLY CONFIDENTIAL."
b.

The Designating Party shall advise all other parties and all persons who

were present at the deposition that the information is subject to this Protective
Order.
c.

Before the disclosure of Confidential Material in a deposition, all persons

present at the deposition (other than counsel representing Parties to the action and
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persons recording the deposition) shall sign or have signed an undertaking in the
form attached hereto as Exhibit A. With respect to a non-Party witness, such a nonParty witness shall be asked by the Party seeking its testimony to sign the undertaking
attached hereto as Exhibit A before the Party discloses Confidential Material to the
non-Party witness. If such non-Party witness refuses to sign Exhibit A, the Party
shall:

(i) immediately, but no fewer than three days before the deposition, give

Notice to the Designating Party of the non-Party witness's refusal to sign Exhibit A;
and

(ii)

during

the

deposition,

identify

for

the

non-Party witness

any

Confidential Material being disclosed to it. A Party may provide the Designating
Party fewer than three days' Notice for good cause shown. Any non-Party witness
who refuses to sign Exhibit A shall be precluded from retaining any Confidential
Material.
d.

Before the disclosure of Highly Confidential Material in a deposition, all

persons present at the deposition (other than counsel representing Parties to the action,
the Parties, and persons recording the deposition) shall sign an undertaking in the
form attached hereto as Exhibit B. With respect to a non-Party witness, such a nonParty witness shall be asked by the Party seeking its testimony to sign the undertaking
attached hereto as Exhibit B before the Party discloses Highly Confidential Material to
the non-Party witness. If such non-Party witness refuses to sign Exhibit B, the Party
may not show the Highly Confidential material to the Non- Party Witness.
e.

Persons to whom the disclosure of Confidential Discovery Material is prohibited

under this Protective Order shall be excluded from the deposition during the disclosure of
such information or questions, answers, or colloquy concerning such information.
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10.

Any Party who wishes to challenge the designation of material as Confidential

Discovery Material

must first confer in good faith with counsel for the Designating

Party regarding such designation. If this effort fails to resolve the disagreement, the objecting
Party may file an appropriate motion with the Court, identifying the disputed material by
category or document number and certifying that the objecting Party has sought in good
faith to confer with counsel for the Designating Party but has been unable to resolve the
dispute. Counsel for the Designating Party will then have ten business days in which to
file a response to the motion. The designation of materials as Confidential Discovery
Material shall remain in full force and effect until the dispute is ruled upon by the Court or
otherwise resolved.
11.

A Party who does not challenge a designation of material as Confidential Discovery

Material at the time that it is designated is not thereby precluded from making a later
challenge.
USE OF CONFIDENTIAL DISCOVERY MATERIAL
12.

Confidential Discovery Material shall be used solely for purposes of the

above-captioned proceedings, and each action consolidated with or related thereto,
including any related cross-claims, non-Party claims, appeals, and retrials. Confidential
Discovery Material shall not be used for any other purpose. Confidential Discovery Material
shall not lose its status as Confidential Discovery Material solely through use in any court
proceeding referred to in this paragraph.
13.

Material Marked as Confidential may be disclosed, summarized, described,

characterized, or otherwise made available in whole or in part only in accordance with
paragraph 12 above and only to the persons listed below. Highly Confidential Material may
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be disclosed only to the persons listed in sections a-j below, and only under the conditions
set forth in Paragraph 14.
a.

Counsel of record for the parties in the above-styled and numbered cause; and

members, associates, paralegals, administrative assistants, secretaries and
members of the clerical and administrative staffs of such counsel who have need to
know in connection with their assignments on this case;
b.

Parties and Party representatives (officers, directors, trustees, employees,

spouses or in-house counsel of a party) where reasonably necessary for the assistance
of counsel of record in discovery and preparation for trial of the above-styled and
numbered cause;
c.

Experts or consultants retained to provide technical assistance in preparation for

trial of the above-styled and numbered cause, in accordance with Paragraph 14, below;
d.

Non-parties and their counsel, to the extent necessary for the prosecution or

defense of the Litigation, including but not limited to witnesses expected to testify at
deposition or at trial, in accordance with Paragraph 14, below;
e.

Persons who are shown on the face of the "CONFIDENTIAL" or "HIGHLY

CONFIDENTIAL" Discovery Material to have been the authors, addressees, or
recipients of them.
f.

The stenographic reporter, videographic reporter, or videographer involved in

any deposition, hearing, trial, or other proceeding in the above-styled and numbered
cause, and employees of an independent photocopying or microfilming service used
by the attorneys for any Party in the above-styled and numbered cause;
g.

The Court, persons employed by the Court, and court reporters transcribing, or
9

videographers recording, the testimony or argument in connection with any hearing,
deposition, trial, or any appeal therefrom;
h.

A court of competent jurisdiction to the extent necessary to resolve a discovery

dispute made in connection with the Litigation, provided that the Party seeking relief
from moves the court to order that the Confidential Discovery Material shall be
placed under seal and shall remain under seal unless otherwise ordered by that
court. Where a court does not permit or provide for filing under seal, the Party shall
use its best efforts to obtain the maximum protection of confidentiality provided for
under statute or court rules;
i.

Any other person, only upon order of the Court or with the written consent of

the Designating Party; and
j.
14.

Persons who are in depositions as provided in Paragraph 9(c).

Confidential Material may be disclosed to the persons identified in Paragraph 13 c, d,

and j only after such persons sign the form attached hereto as Exhibit A. Such executed
forms shall be maintained by counsel for the Party who gives such person access to such
Confidential Material. If such Person refuses to sign Exhibit A, the Party shall: (i)
immediately, but no fewer than three days before the testimony or assistance, give Notice to
the Designating Party of the non- Party's refusal to sign Exhibit A; and (ii) advise the nonParty

that

the Discovery Material to be disclosed to

it have been

designated

"CONFIDENTIAL" or pursuant to this Protective Order. A Party may provide the
Designating P arty fewer than three days' Notice for good cause shown. Any Person that
refuses to sign Exhibit A shall be precluded from retaining any Confidential Discovery
Material. Highly Confidential Material may be disclosed to the persons identified in Paragraph
10

13 b, c, d, and j only after such persons sign the form attached hereto as Exhibit B. Such
executed forms shall be maintained by counsel for the Party who gives such person access to
such Highly Confidential Material. Highly Confidential Material shall not be shown to any
persons refusing to sign Exhibit B. In addition Confidential Discovery Material may only be
disclosed to persons identified in 13(c) to the extent necessary for such experts or consultants to
prepare a written opinion, to prepare to testify, or to assist counsel in the prosecution or defense
of the Litigation or any appeals. Notwithstanding anything to the contrary contained in this
Protective Order, in no event shall

any Confidential Discovery Material be disclosed to

experts and consultants described in Paragraph 13(c) or any other non-Party if such expert,
consultant, or other non- Party is or was a member of (or a parent company, subsidiary,
known consultant, or corporate affiliate of) the Open Secure Access or "OSA" group, at any
time from January 1, 2006 through the date of any engagement of any such expert or
consultant without the prior written consent of the Designating Party or further order of the
Court.
15.

While it is the intention of the Parties that the protections afforded by this Order shall

govern the disclosure of Confidential Discovery Material, the Parties acknowledge that this
Stipulated Protective Order creates no entitlement to file Confidential Discovery Material
under seal. Pursuant to Procter & Gamble Co. v. Bankers Trust Co., 78 F.3d 219 (6th Cir.
1996), no document may be filed with the Court under seal without prior permission as to each
such filing, upon motion and for good cause shown, including the legal basis for filing under
seal. Therefore, before any Party files anything with the Court that attaches or describes
Confidential Discovery Material, they shall follow the procedures in Southern District of
Ohio

Local Rule 79.3.

This Protective Order does not authorize filing under
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seal; any provisions in this Protective Order to the contrary are hereby stricken.
16.

It is the responsibility of counsel for each Party to maintain the security of all

Confidential Discovery Material pursuant to the terms of this Protective Order.
17.

In the event that any Party receives a subpoena or other compulsory legal process

calling for the production of Confidential Discovery Material, the Party receiving such
process shall provide Notice and a copy of such subpoena or process to the Designating
Party within five (5) business days of its receipt. If the Designating Party moves to quash or
for a protective order prior to the production or disclosure deadline designated in the subpoena
or process, the recipient of the subpoena or process shall refrain from producing any
Confidential Discovery Material in response to the subpoena or process pending a ruling on the
Designating Party's request for relief. Nothing herein shall require any Party to disobey any
relevant statute, Federal Rule of Civil Procedure, Federal Rule of Criminal Procedure, rule of
court or court order.
18.

After the entry of final judgment (including any appellate proceedings) in the

Litigation, the provisions of this Protective Order shall survive and remain in full force and
effect. All Confidential Discovery Material exchanged between and among the Parties shall
be returned to the Producing Party or destroyed within 60 days after the conclusion of this
Litigation (including any appellate proceedings). If Discovery Material is destroyed, Notice
of confirmation of such destruction or a certificate of destruction shall be provided to
the Producing Party. For the avoidance of doubt, this provision shall not require any Party to
destroy deposition or court transcripts, work product, discovery responses, pleadings or exhibits
containing or referring to Confidential Discovery Material.

However, unless destroyed, all

such materials shall be treated as Confidential Material or Highly Confidential Materials and
12

shall be used or disclosed only in accordance with the terms of this Protective Order.
Compliance with the provisions of this paragraph shall be confirmed in writing to the
Producing Party no later than 10 days after such return or destruction of Confidential Material
or Highly Confidential Material.
19.

This Protective order has no effect on, and shall not apply to, any Party's use or

disclosure of its own Confidential Discovery Material for any purpose whatsoever. If a Party
discloses its own Confidential Discovery Material by filing it other than under seal with the
Court, the Discovery Material is no longer designated as "CONFIDENTIAL" or "HIGHLY
CONFIDENTIAL" and is no longer subject to the protections afforded Confidential Discovery
Material pursuant to this Order.
20.

Any Party may move the Court to modify this Protective Order or for an order

seeking additional safeguards for Confidential Discovery Material beyond the protections
afforded by this Protective Order. Nothing in this Protective Order shall prevent a Party from
redacting privileged, irrelevant or non-responsive information contained within Confidential
Discovery Material that is produced pursuant to discovery in this matter or otherwise.
Nothing in this Protective Order shall be construed to prevent any Party from contesting the
redaction of such material.
INADVERTENT PRODUCTION OF CONFIDENTIAL DISCOVERY MATERIAL
21.

Inadvertent or unintentional disclosure of Confidential Discovery Material shall not be

deemed a waiver of the safeguards provided by this Protective Order.

If through

inadvertence or otherwise, Discovery Material that the Producing Party considers to be or
contain Confidential Discovery Material is disclosed, a Designating Party may so designate it
by giving Notice to all Receiving Parties that the material is or contains Confidential Discovery
13

Material. Upon such notice, the Producing Party shall provide all Receiving Parties a
replacement copy of such materials marked with the appropriate designation as set forth in
Paragraph 6 above. All Receiving Parties shall promptly destroy or return to the Producing
Party the unmarked copy of the material. Upon receipt of the notice described herein, all parties
shall thereafter treat the Confidential Material or Highly Confidential Material as subject to
this Protective Order.
INADVERTENT DISCOSURE OF PRIVILEGED MATERIAL
22.

Inadvertent or unintentional disclosure of information subject to the attorney-client

privilege or work-product doctrine or any other applicable privilege or immunity ("Privileged
Material") shall not be deemed a waiver in whole or in part of the privilege or work-product
or other applicable immunity, either as to the specific information disclosed or as to the same
or related subject matter.
23.

If a Party has produced Privileged Material or Discovery Material that is subsequently

claims is Privileged Material, the Receiving Party upon written or oral request, shall
promptly return it, including all copies, and promptly destroy any notes concerning it. The
Receiving Party may not refuse to return the material.

If the Receiving Party wants to

challenge the claim of inadvertent or unintentional production or the claim of privilege or
immunity designation, it must return the material, then confer in good faith with the
Producing Party as follows. First, the Receiving Party shall give Notice to the Producing Party
within 10 days that identifies with particularity the reasons for the challenge (the "Challenge
Notice"). No later than 10 days after the Receiving Party serves the Challenge Notice, the
Producing Party shall respond in writing and provide a good faith explanation of the basis for
the privilege claim or claims of immunity. If the Parties themselves cannot resolve the dispute
14

within 20 days after the Producing Party serves the response, the Receiving Party may move
the Court for an appropriate order. The Producing Party shall serve an opposition no later
than 10 days after service of the motion. The Parties shall treat the disputed material as
privileged or subject to immunity until they resolve the dispute themselves or the Court
resolves the dispute.
24.

Notwithstanding any provision of this Protective Order to the contrary, the Receiving

Party may retain one copy of the disputed material for the exclusive purpose of seeking
relief from the Court, as set forth in paragraph 23. In any application to the Court under
paragraph 18(b), the Receiving Party shall m o v e f o r l e a v e t o file the disputed
material under seal. If the Court determines, or the Parties themselves agree, that the disputed
material is privileged, work product, or entitled to immunity, and also entitled to
protection, the Receiving Party shall destroy the single copy that it retained pursuant
to this paragraph.
MISCELLANEOUS
25.

By agreeing to or performing as required by this Protective Order, the Parties

expressly do not waive: (1) any objections concerning the Confidential Discovery Material,
including objections as to the competency, relevance, materiality, privileged status, or
admissibility as evidence, for any purpose, of any Confidential Discovery Material; or (2) the
right to seek additional protections as set forth in Federal Rule of Civil Procedure 26(c)(1)
and any other applicable law or order of court.
26.

Any Party issuing a subpoena to a non-Party shall enclose a copy of this Protective Order

and notify the non-Party that the protections in the Protective Order are available to such nonParty.
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27.

For the purposes of this Protective Order only, Notice means written notice transmitted

by overnight mail, email, or electronic filing. Notice is effective upon receipt.
IT IS SO ORDERED.

July 22, 2013

s/ Michael J. Newman
United States Magistrate Judge

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EXHIBIT A
AGREEMENT TO ABIDE BY PROTECTIVE ORDER
I hereby acknowledge that I have been given an opportunity to read the Protective
Order entered in the United States District Court for the Southern District of Ohio on
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , 2 0 1 3 , i n C a s e N o . 1:12-cv-00848, The Reynolds &
Reynolds Company v. Superior Integrated Solutions, Inc. (the "Litigation"), that I understand
it and agree to be bound by its terms. I agree that I will not at any time reveal or discuss the
contents of the documents, materials, or information furnished to me in the course of the
Litigation that are subject to the Protective Order (the "Confidential Discovery Material") with
anyone, except as expressly authorized by the Protective Order, or as otherwise required by the
Court. I agree that any Confidential Discovery Material furnished to me will be used by me
only for the purpose of my involvement in the Litigation. I further agree that in the event I
cease to have any involvement in the Litigation, (i) I shall promptly destroy or return all
Confidential Discovery Material to the Party or counsel from whom I received it, and if
Confidential Discovery Material is destroyed, I will provide confirmation of such destruction
or a certificate of destruction to the Party or counsel from whom I received it within 10 days
of its destruction; and (iii) I shall maintain the confidentiality of all Confidential Discovery
Material disclosed to me.

Dated: ____________________________

_________________________________
(Signature)

EXHIBIT B
AGREEMENT TO ABIDE BY PROTECTIVE ORDER
________________________, hereby certify that I have been advised of the existence
and terms of the Protective Order in the above-captioned proceeding, including, but not limited
to, the provisions relating to the treatment of documents and information that are designated as
Highly Confidential Material, and that I understand and agree as follows;
1.

Highly Confidential Materials are considered by one or more of the parties to this
proceeding, or by a non-party who designated them as such, to contain highly
sensitive business or proprietary information, trade secrets, or other information,
the disclosure of which would create a substantial risk of adversely affecting the
competitive position or business operations of the party that designated the
documents or information as High Confidential Material.

2.

I therefore will not use Highly Confidential Material for any purpose other than in
connection with my responsibilities in the above-captioned proceeding.

3.

I also will not disclose Highly Confidential Material, whether verbally or through
the sharing of written or electronic materials, except when such disclosure is
necessary to perform my responsibilities in the above-captioned proceeding. If I do
make such a disclosure, 1 will have those persons execute a certificate in the form of
this one.

4.

Upon the conclusion of the above-captioned proceeding and any further
proceeding concerning the above-captioned proceeding, I will destroy (or return to
the original producing party) all copies of all Highly Confidential Material in my
possession or control, as provided in paragraphs 18 of the Protective Order.

5.

I understand that if I breach any of the commitments set forth above, the party that
designated the documents or information as Highly Confidential Material may
commence a civil cause of action against me for such breach, and I may become
liable to that party for all damages, both compensatory and punitive, that are
available under the law to that party as a result of that breach.
Dated:
_________________ 2013

Name:

___________________________
____________________________
____________________________
____________________________
_____________________________
[signature]