American Airlines Inc v. Travelport Limited et al

Filing 439

Appendix in Support filed by AirTrans Airways, Inc., Southwest Airlines Co. re #438 Brief/Memorandum in Support of Motion, (Attachments: #1 Exhibits A-B, #2 Exhibits C-F, #3 Exhibits G-H, #4 Exhibit I) (Brandon, Elizabeth)

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IN THE I.INITED STATES DTSTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION

AMERICAN AIRLINES, INC.

$

$

VS.

$

CTVIL ACTION

NO.4:ll

-CV-244-Y

$

TRAVELPORT LIMITED, et al

$

SECOND AMENDED- _STIPUTATED PROTECTIVE ORDER
The Court enters this Second Amended Stipulated Protective Order ("Protective Order")
pursuant to Federal Rule of Civil Procedure 26. The parties stipulate as follows:

1.

Certain documents and information have been and may be sought, produced, or

exhibited by and between the parties to the above-styled proceeding ("Proceeding") that relate to

the parties' trade secrets, confrdential information, and other kinds of commercially sensitive
information that the party making the production deems confidential; and

2.

To preserve the confidentiality of certain documents and information, a protective

order should be entered by the Court; and

3.

The confidentiality designation of any materials cannot be used in evidence or as

proof of anything.

Pursuant

to the parties'

stipulations and Rule 26(c),

the following is

hereby

ORDERED:

l.

This Protective Order shall govern all documents, the information contained

therein, and all other information produced or disclosed during the Proceeding whether revealed

in a document, deposition, other testimony, discovery response or otherwise, by any party in this
Proceeding ("Supplying Party")

to any other party ("Receiving Party"), when the same is

designated in accordance with the procedures set forth herein. This Protective Order is binding

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upon the parties to the Proceeding, including their respective corporate parents, subsidiaries and
affiliates and their respective attorneys, agents, representatives, consulting and testifying experts,
officers and employees and others as set forth in this Protective Order.

2.

A

subpoenaed

third party who so elects in a writing served on all parties may

avail itself of, and agree to be bound by, the terms and conditions of this Protective Order and
thereby become a Supplying Party for purposes of this Protective Order. The parties, in
eonducting discovery from third parties, shall attach to such discovery requests a copy of this
Protective Order so as to apprise such third parties of their rights herein. A third party that elects

to become a Supplying Party for purposes of this Protective Order shall have the same rights and
obligations as any other Supplying Party to designate any "Confidential" or "Outside Attorneys'
Eyes Only" material it produces consistent with the provisions in this Protective Order.

3.

Any Supplying Parry shall have the right to identify and

designate

as

"Confidential" or "Outside Attorneys' Eyes Only" any document or other materials it produces
or provides (whether pursuant to court order, subpoena or by agreement), or any testimony given

in this

Proceeding, which testimony

or discovery material is believed in good faith by that

supplying party to constitute, reflect or disclose its confidential, proprietary, or trade secret
information, as those terms are understood under applicable state and federal law ("Designated

Material").

4.

Designated Material as used herein includes \pithout limitation documents,

information contained

in

documents, information revealed during

a

deposition

or

other

testimony, information revealed in an interrogatory answer, or information otherwise revealed
during the Proceeding.

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5.
for

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'olnside Counselors" as used herein refers to no more than two in-house attorneys

each party who are primarily responsible for managing the litigation in this Proceeding.

Inside Counselors shall agree not to participate in negotiations of commercial agreements
between the parties on behalf of their respective clients during the pendency of this litigation

(including appeals) and for two (2) years thereafter. The designated Inside Counselors for each
party are as follows:

(a)
(b)

For American Airlines,Inc: Bruce rWark and Donald Broadfield, Jr,

For Travelport Limited and Travelpoft, LP dlbla Travelport: Richard
Hastings and Shaun Redgrave.

(c)

For Sabre Inc., Sabre Holdings Corp., and Sabre Travel International
Limited d/b/a Sabre TravelNetwork: Sonia Ferguson and David Schwarte.

(d)

For Orbitz Worldwide, LLC dlbla Orbitz: Craig

Sonnenschein and

Suzanne Browne.

Any Party may change the designation of its Inside Counselors upon written notice to all
other parties

if

the previously-designated lnside Counselor is no longer employed by the Party or

with the Court's permission for good cause shown.

6.

Specific documents and interrogatory answers produced by a Supplying Party

shall, if appropriate, be designated pursuant to this Protective Order by marking the first page of

the document and each subsequent page thereof containing Confidential Information with the
legend:

"CONFIDENTIAL (No. 4: 1 1-cv-244-Y)"
or

"OUTSIDE ATTORNEYS' EYES ONLY (No.

4 : 1 1 -cv

-244-Y)"

Alternatively, a Supplying Party may designate information as Confìdential Information
by indicating in a writing served to all counsel of record the page range or bates-stamp range or
otherwise identifying the materials in a manner that is readily asceftainable.

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7.

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Information disclosed at a deposition taken in connection with this Proceeding

may be designated pursuant to this order as follows:

(a)

A Supplying Party (or its counsel) may designate testimony, given by any
fact or expert witness as "Confidential" or "Outside Attorneys' Eyes
Only" on the record during the taking of the deposition, in which case the
stenographic employee or court reporter recording or transcribing such
testimony shall be directed either to bind any transcript page(s) containing
Confidential Information separately and apart from any transcript page(s)
containing no such Confidential Information or to ensure that the
transcript identifies the page-range of the Confidential Information;or

(b) A Supplying

Party (or its counsel) may notify all other parties to this
Protective Order in writing, within twenty-one (21) calendar days of
receipt of the transcript of a deposition of any witness of specific pages
and lines of the transcript which are designated as "Confidential" or
"Outside Attorneys' Eyes Only," whereupon each party shall treat the
designated excerpts in accordance with this Order. To facilitate the
designation of Confidential Information, alltranscripts of depositions shall
be treated in their entirety as "Outside Attorneys' Eyes Only" for a period
of twenty-one (21) calendar days following delivery by court reporter of
certified transcripts to all parties.

8.

Confidential Information shall be disclosed by the Receiving Party only to the

following persons:

(a)

Outside counsel for the Plaintiff and Defendants whose lawyers have filed
appearances in this Proceeding, including their attorneys, paralegals,
investigators, stenographic and clerical employees; the personnel supplied

by any independent

contractor (including litigation support selice

personnel or attorneys and paralegals assisting in document review) with
whom such attorneys work in connection with the Proceeding;
(b)

Inside Counselors, as that term is defined in Paragraph 5 of this Order;

(c)

Any outside consultant or expert who is retained in connection with this
Proceeding and to whom it is necessary to disclose Confidential
Information for the purpose of assisting in, or consulting with respect to,
the preparation of this Proceeding and who signs the document attached
hereto as Exhibit A, agreeing to be bound by the terms of this Protective
Order;

(d)

The Court and any members of its staff to whom it is necessary to disclose
Confidential Information for the purpose of assisting the Court in this
Proceeding;

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(e)
(Ð

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Witnesses in this action to whom disclosure is reasonably necessary for
this litigation and who have signed the document attached as Exhibit A,
agreeing to be bound by the terms of this Protective Order;

Stenographic employees and court reporters recording or transcribing
testimony relating to the Proceeding;

(g)

(h)
9.

The author, addressees, or recipients of the document, or the original
source of the Confidential Information, provided such authors, addressees,
or recipients sign the document attached hereto as Exhibit A, agreeing to
be bound by the terms of this Protective Order; and
Any other person to whom the Supplying Party agrees in writing or on the
record, provided that such person signs the document attached hereto as
Exhibit A, agreeing to be bound by the terms of this Protective Order.

Persons having knowledge of Confidential Information by virtue of the disclosure

of such information by a Supplying Party in discovery in this Proceeding shall use that Protected
Information only in connection with the prosecution or appeal of the Proceeding, and shall
neither use such Confidential Information for any other purpose nor disclose such Confidential

Information to any person who is not identified in paragraph 7 of this Protective Order. The
parties agree that Confidential Information can be used in any other prooeeding between the
parties and in which a protective order agreed to by the parties is in place, with the written
permission of the Supplying Party, which permission shall not be unreasonably withheld. In the
event that permission to use Confidential Information is not given by the Supplying Party, the
Receiving Party may petition the Court for relief.

10.

Nothing shall prevent disclosure of Confidential Information beyond the terms of

this Protective Order (a)
disclosure, (b)

public

or

if

if

the Supplying Party (or its counsel) consents in writing to such

a Supplying Party knowingly disoloses its own Confïdential Information in a

non-redacted pleading

filed in the Court's public record or in a publication

disseminated to the general public, or (c) the Court, after reasonable written notice to counsel for

5

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all the parties, and after an opportunity to be heard by counsel for the Supplying Pafty, orders
such disclosure.
I

1.

The Parties expect the Proceeding

electronic form)

of

certain categories

of

will

require the production (in hard copy and/or

extremely sensitive confidential trade secret or

proprietary information that the Supplying Party reasonably believes may substantially
compromise and/or jeopardize the Supplying Party's business interests, even
persons listed

if

limited to the

in Paragraph 8 above ("Outside Attorneys' Eyes Only Information").

Outside

Attomeys' Eyes Only Information may include without limitation: (a) the negotiation, terms, and
course

of performance of legal agreements; (b) pricing information; (c) financial

information,

including sales and profits, that is not otherwise public information; (d) the content of and
strategy related to current and past business dealings, including confidential communications

with customers (e) intellectual property; (f) trade

secrets, know-how,

or proprietary data; (g)

information relating to unreleased products and services, or products and services that may still
be in development").

12, All the provisions

set forth above applicable to ConfTdential Information shall

apply equally to Outside Attorneyso Eyes Only Information, except that disclosure of Outside

Attorneys' Eyes Only Information by the receiving party shall be limited to the following
persons:
(a)

Outside counsel for the Plaintiff and the Defendants whose lawyers have
appearances in this Proceeding (specifically excluding in-house
counsel), including their attorneys, paralegals, investigators, stenographic

filed

and clerical employees; the personnel supplied by any

independent

contractor (including litigation support seruice personnel or attorneys and
paralegals assisting in document review) with whom such attorneys work
in connection with the Proceeding;
(b)

Any outside consultant or expert who retained in connection with this
Proceeding and to whom it is necessary to disclose Outside Attomeys'
Eyes Only Information for the purpose of assisting in, or consulting with
6

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respect to, the prosecution or defense of this Proceeding, and who signs
the document attached hereto as Exhibit A, agreeing to be bound to the
terms of this Protective Order;

(c)

The author, addressees, or recipients of the document, or the original
source of the Outside Attorneys' Eyes Only Information who signs the
document attached hereto as Exhibit A, agreeing to be bound to the terms
of this Protective Order;

(d)
(e)

The Court and any members of its staff to whom it is necessary to disclose
Outside Attorneys' Eyes Only Information for the purpose of assisting the
Court with respect to the Proceeding;

Stenographic employees and court reporters recording or transcribing
testimony relating to the Proceeding.

13.

There may be certain limited pieces of information--documents, interrogatory

answers and/or deposition testimony-that are marked "Outside Attorneys' Eyes Only" by a

Supplying Party and that the Receiving Party believes it must show to its clients to adequately
prepare its case for trial.

If

a Receiving Party believes that information falls

it shâll identify the information to the Supplying Party with specificity
personnel to whom

within this category,

and disclose the in-house

it wishes to disclose the information. The Supplying Party will provide

a

good faith response concerning its willingness (or lack of willingness) to permit the information

to be shown to the disclosed in-house personnel within five (5) business days. If the Supplying
Party is unwilling to permit the Receiving Party to show the information to the Receiving Party's
clients, the Receiving Party may then raise the matter with the Court.

14.

Persons having knowledge of Outside Attorneys' Eyes Only Information by virtue

of the disclosure of such information by a Supplying Party in discovery in this Proceeding shall
use that Outside Attorneys' Eyes Only Information only in connection with the prosecution or
appeal of the Proceeding, and shall neither use such Outside Attorneys'Eyes Only Information

for any other purpose nor disclose such Outside Attorneys' Eyes Only Information to any person
who is not identified in paragruph 12 of this Protective Order. The parties agree that Outside
7

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Attorneys' Eyes Only Information can be used in any other proceeding in which a protective
order agreed to by the parties is in place, with the written permission of the Supplying Party,

which permission shall not be unreasonably withheld. In the event that permission to

use

Confidential Information is not given by the Supplying Party, the Receiving Party may petition
the Court for relief.

15.
paragraphs

Prior to the disclosure of any Designated Material to any person identifred in

I (b), (c), (e), (g) or (h) or 12 (b) or (c), such person shall be provided

with a copy of

this Protective Order, which he or she shall read and upon reading shall sign a Certifrcation, in
the form attached hereto as Exhibit A, acknowledging that he or she has read this Protective
Order and shall abide by its terms. Counsel for the party seeking to disclose Designated Material

to any person identifÏed in paragraphs 8(b) or (g) or l2(c) shall then serve all other parties in this
Proceeding with a copy of the executed Certification. Counsel for the party seeking to disclose
Designated Material to any person identifred in paragraphs 8(e) or (h), or any person identified in
paragraphs 8(c)

or l2(b)

other than the parties' outside economists, shall then serve all other

parties in this Proceeding with a copy

of the executed Certification and shall refrain

from

disclosing Designated Material for one business day, during which time the other parties may
raise objections.

If

such an objection

is raised, counsel for the party seeking to

disclose

Designated Material shall not do so until the matter is resolved by the Court. Failure to raise an

objection within 24 hours does not waive the right of a parly to lodge an objection at a later date
and seek relief from the Court. Executed Certifïcations signed by outside economists shall be
maintained by the party retaining them, but need not be served on the other parties. Persons who
come into contact with Designated Material for clerical, administrative, paralegal, stenographic
or eourt reporting purposes are not required to execute acknowledgements.

8

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16.

All

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all witnesses to depositions, shall be advised of

this Protective Order and its terms on the record at the beginning of all depositions in

the

Proceeding (such advising not to count against the time limits for such depositions). A deponent

shall not be permitted to retain copies of Designated Material unless the deponent is otherwise
entitled to receive and retain such copies under the terms of this Protective Order. A deponent's
counsel shall not be permitted to retain any copies of Designated Material unless such counsel
represents one of the parties in this Proceeding or is otherwise entitled to receive and retain such

copies under the terms of this Protective Order. Nothing in this paragraph shall prevent a
deponent

or deponent's counsel from having reasonable access to the deponent's deposition,

including exhibits thereto, for purposes of executing the deposition, preparing to testify further in
this Proceeding, or for other purposes agreed to by all the parties.
l7

.

Any party (the "Objecting Party") may challenge the propriety of the desÌgnation

(or re-designation) of specific material as "Confrdential" or "Outside Attorneys' Eyes Only" by
serving a written objection that identifies the particular material being challenged (by Bates

number

or other reasonable description or identification), and provides the basis for the

challenge. The Supplying Party or its counsel shall thereafter respond to the objection in writing

within five (5) business days of its receipt of such written objection by either (i) agreeing to
remove the designation, or

(ii)

stating the reasons why the designation was made.

If

the

Objecting Party and the Supplying Party are subsequently unable to agree upon the terms and
conditions of diselosure for the material(s) at issue, the Objecting Parly may file a motion with
the Court in order to resolve the disputed designation. Pending the resolution of the disputed
designation, the material(s) at issue shall continue to be treated in accordance with the Supplying

9

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Party's designation of the material unless and until differing treatment is directed pursuant to
order of the Court.

18.

Nothing in this Protective Order shall restrict any party's outside counsel from

rendering advice to its clients with respect to this Proceeding and, in the course thereof, relying
upon Confidential Information or Outside Attorneys' Eyes Only Information;provided, however,

that in rendering such advice, outside counsel shall not disclose any other party's Confidential
Information or Outside Attorneys' Eyes Only Information other than in a manner provided for in
this Protective Order.

19.
designation

Inadvertent production of any document or information without an appropriate

of confidentiality will not be deemed to waive a later claim

as

to its confìdential

nature or stop the Supplying Party from designating said document or information at a later date

by complying with the provisions above. Disclosure of said document or information by any
party prior to such subsequent designation shall not be deemed a violation of this Protective
Order; provided, however, that any party that disclosed the redesignated material shall make a
good-faith effort promptly to procure all copies of such redesignated material from any persons
known to have possession of any such redesignated material who are no longer entitled to receipt
under paragraphs 8 and 12 above.

20. If a Supplying Party inadvertently discloses information

that is subject to

the

attorney-client privilege or the work-product doctrine, such disclosure shall not constitute a
waiver of, or an estoppel as to any claim of, such privilege or protection

iÊ-

upon discovery

of

such disclosure-the Supplying Party promptly informs the Receiving Party that the information

is subject to a claim of privilege, immunity, or protection. If the Supplying Party notifies the

10

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Receiving Party that the information is subject to a claim of privilege, immunity or protection,
then counsel for the Receiving Party shall comply with Fed. R. Civ. P. 26(bX5XB).

21.

Except as agreed in writing by counsel for the Supplying Party, to the extent that

any Designated Material is, in whole or in part, contained in, incorporated in, disclosed in or
attached to any pleading, motion, memorandum, appendix or other judioial filing, counsel shall

frle the submission under seal, and the submission shall be designated and treated as a "Sealed
Document," in accordance with the Court's order of June 9, 2011. (Doc.

69.) All

Sealed

Documents, filed under seal pursuant to this Protective Order, shall be electronically filed under
seal and shall remain sealed until sixty days afterthe final disposition of this case in accordance

with local rule 79.4. (,See Doc. 69.) Such Sealed Doeuments shall be released by the Clerk of the
Court only upon further order of the Court, with appropriate notice to all and an opportunity to
be heard by

all parties to the Proceeding.

22.

If

Designated Material is used during depositions, it shall not lose its confidential

status through such use, and counsel shall exercise their best efforts and take all steps reasonably

required to protect its confidentiality during such use.

23.

Nothing in this Protective Order shall be deemed a waiver of any objection or

privilege a party may claim to the production of any documents, nor shall anything in this
Protective Order prevent the parties from seeking an order from the Court, upon proper notice to

all parties, further restricting the disclosure of documents or information designated pursuant to
this order.

24.

Upon the conclusion of the Proceeding, including any appeal related thereto, at

the written request and option of the Supplying Party, within thirty (30) ealendar days of such
request any person or entity having custody or control of Designated Material or of recordings,

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notes, memoranda, summaries or other written materials, and all copies thereof, relating to or

containing Designated Material shall certify that all such Designated Material and any copies
thereof, any and all records, notes, memoranda, summaries or other written material regarding
the Designated Material have been destroyed or returned to the Supplying Party. Any request for
return or destruction shall be made within ninety (90) days of the conclusion of this Proceeding,

including all appeals. If a Supplying Party does not request the return of its Designated Material

within the speeified time period, parties in possession of said material shall destroy the material,
and a Clerk of Court in possession of said material may destroy the material consistent with the
terms of this Protective Order.

25,
Par"ty

To the extent Designated Material is in the possession of outside counsel to

a

at the conclusion of the Proceeding, outside counsel shall make reasonable efforts to

destroy

all

Designated Material, including:

designated as

(a) destroying all hard copies of

documents

o'Confidential" or
"Outside Attorneys' Eyes Only,"; (b) eliminating any electronic

databases that have been created

to assist in the prosecution or defense of the Proceeding that

hold electronic copies of documents designated as 'oConfìdential" or "Outside Attorneys' Eyes

Only"; and (c) informing all personnel who have worked on the Proceeding that documents
designated as "Confidential"

or

"Outside Attorneys' Eyes Only" must be automatically

destroyed pursuant to outside counsel's typical document retention policy.

26. If Designated Material

is disclosed to any person other than in the

manner

authorized by this Protective Order, the party responsible for the disclosure shall within two (2)
business days after learning of such disclosure, inform the Supplying Party of all pertinent facts

relating

to

such disclosure and shall make every effort

to

prevent disclosure

by

each

unauthorized person who received such information.

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27. If a Receiving

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Party is served with a discovery request, subpoena or an order

issued in other litigation or proceedings that would compel disclosure of any information or

items designated

in this action as "Confidential" or "Outside Attorneys' Eyes Only," the

Receiving Party must:

a.

Notify in writing, as soon as reasonably practicable, the Supplying Party.
Such notification shall include a copy ofthe subpoena or court order;

b. Notify in writing, as soon as reasonably practicable, the party who caused
the subpoena or order to issue in the other litigation that some or all of the material covered by
the subpoena or order is subject to this Protective Order. Such notification shall include a copy
of this Protective Order; and
If the Supplying

Party timely seeks a protective order, the Receiving Party served with

the subpoena or court order shall not produce any information designated in this action

as

"Confidential" or "Outside Attorneys' Eyes Only" before a determination by the court from

which the subpoena or order issued, unless the Receiving party has obtained the Supplying
Party's permission. The Supplying Party shall bear the burden and expense of seeking protection
in that court of its Designated Material

-

and nothing in these provisions should be construed as

authorizing or encouraging a Receiving Party in this action to disobey a lawful directive from
another court.

28.

Subject to the applicable rules of evidence, Designated Material may be offered in

evidence at trial or any court hearing, provided that the party offering Designated Material ("the

Offering Party") provides reasonable notice to the Supplying Party. Any party or third party may
move the Court for an order that evidence, including documents and testimony, be received in
camera or under other conditions to prevent unnecessary disclosure of Confidential or Outside

Attorneys' Eyes Only Information. Prior to trial or to a hearing in open court, the Court may
determine what protection,

if any, will

be afforded to such information at the

trial or hearing. In

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the event the Offering Party oannot practicably provide notice to the Supplying Parly, the
Offering Party shall, prior to offering in evidence any Designated Material, move the Court for
an order that evidence, including documents and testimony, be received in camera or under other

conditions to prevent unnecessary disclosure of Confidential or Outside Attorneys' Eyes Only
Information.

29.

The terms of this Protective Order shall be binding upon all cunent and future

parties to this Proceeding and their counsel.

If

any new party and its counsel should enter this

litigation, within five (5) days of the entry of appearance by a new party and its counsel to this
Proceeding, Plaintiff shall serve the new party and its counsel with a copy

of this Protective

Order, and the new party shall be required to sign it or lodge any objections to this Protective
Order within three (3) business days after receiving service of the Protective Order.

30.

Nothing contained in this Protective Order shall preclude any party from using its

own Confidential Information or Outside Attorneys' Eyes Only Information in any manner it
sees

ftt, without prior consent of any parly or the Court. Information that

a Receiving Party, or

an expert witness retained by a Receiving Party, acquired or acquires through means other than

through disclosure of Confidential Information or Outside Attorneys' Eyes Only Information by
a Supplying Party does not become Confìdential Information or Outside Attorneys' Eyes Only

Information for the purposes

of this Protective Order on the basis that a Supplying Party

produces Designated Materials containing the same information.

A

Receiving Party, or an

expert witness retained by a Receiving Party, possessing or acquiring information other than
through disclosure by a Supplying Party may use or disclose that information without prior
consent

of any party or the Court, but may not, under any circumstance, use or disclose

Confidential Information, Outside Attorneys' Eyes Only Information, or Designated Materials

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produced by a Supplying Party except as provided by the terms of this Protective Order.

If a

Supplying Party knowingly discloses its own Confrdential Information or Outside Attomeys'
Eyes Only Information in a public or non-redacted pleading frled in the Court's public record or

in a publication disseminated to the general public, the Supplying Party shall be deemed thereby
to have consented to the removal of that designation with respect to the information disclosed.
3l

.

By written agreement of the parties or upon motion and order of the Court the

terms of this Protective Order rnay be amended, modified or vacated.
Unless this

order includes a clause that explicitly states that a particular local civil

rule is modified as applied to this case, nothing in this order shall be construed to modiff
the provisions, operation, or effect of any local civil rule of this court.
SIGNED luly 16,2012.

T,MAA.JY'llirnu
TER{.* R. MEhNS
LINITED STATES DISTzuCT JUDGE

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AGREED BY AND ENTRY

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REQUESTED:

/s Yolanda C. Garcia
R. Paul Yetter
State Bar No. 22154200
Anna Rotman
State Bar No.24046761

20

PagelD 10543

AGREED BY AND ENTRY REQUESTED:
s/ Walker C. Friedman

MichaelL. Weiner
[e-mail]

DecHnnr LLP
1095 Avenue of the Americas
New York, NY 10036-6797

YETTER COLEMAN LLP
909 Fannin, Suite 3600
Houston, Texas 77010
713.632.8000
713.632.8002 (fax)

212.698.3608
212.698.3599 (Fax)

Mike Cowie
[e-mail]
Craig Falls

Bill Bogle
State Bar No. 025661000
Roland K. Johnson
State Bar No. 00000084

craig.fal [e-mail]

DpcnrnrLLP

HARRIS, FINLEY & BOGLE, P.C.

17751Street, NW
Washington, D.C. 20006-2401
202.261.3300
202.26r.3333 (Fax)

777 lli4ain Street, Suite 3600

Fort Worth, Texas 76102
817.870.8700
817.332.6121 (fax)
Yolanda C. Garcia
State Bar No.24012457
Michelle Hartmann
State Bar No. 24032401
WEIL, GOTSHAL & MANGES LLP
200 Crescent Court, Suite 300
Dallas, Texas 7 5201-6950
214.746.7700
214.7463777 (fax)

Carolyn Feeney
[e-mail]
Justin N. Pentz
[e-mail]

j

Dpcsnnr LLP
2929 Arch Street
Philadelphia, PA 19104
21s.994.4000
215.994.2222 (Fax)

16

ËXFIIBIT"G

SWA App, { 0{

Case 4:11-cv-00244-Y Document

374

Filed

Of Counsel:

n gs,

com

PAUL HASTINGS LLP
875 l5rh St., N.W.
Washington, D.C.20005
202.551.1700
202.s51.1705 (fax)
Richard A. Rothman
Richard.rothman@wei l.com
James W. Quinn
[e-mail]
WEIL, GOTSHAL & I\,TANGES
767 Fifth Avenue

20 pagelD

LOS44

John T. Schriver

LLP

[e-mail]
Paul E. Chronis
pechronis@duanemorris. com

New York, New York 10153
212.310.8426
212310.8285 (fax)
At t or ne y s þ

Page L7 of

Walker C. Friedman
State Bar No. 07472500
[e-mail]
Christian D. Tucker
State Bar No. 00795690
[e-mail]
FRIEDMAN, SUDER & COOKE, P.C.
Tindall Square Warehouse No. I
604 East 4th Street, Suite 200
Fort Worth, Texas 76102
817.334.0400
817.334.0401 (Fax)

M.J. Moltenbrey
mj m o lten br ey @paulhasti

07lt6lt2

DUANE MORRIS LLP

r P I a i nt iff A m er i c an Air I i ne s, In c.

190 South LaSalle Street, Suite 3700
Chicago, Illinois 60603-3433
312.499.6700
312.499.6701 (Fax)

Faith E. Gay
faithgay@qu innemanue l.com
Steig D. Olson
steigo [e-mail]

QUINN EMANUEL URQUHART &
SULLIVANO LLP

5l

Madison Avenue,

22nd Floor
New York, New York 10010
212.849.7000
212.849.7100 (Fax)
Altorneys for Defendants Trøvelport, Ltd., and
Travelport, L.P,

17

EX¡.IIEIT G

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374

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Page 18 of

20 PagetD L0545

/s Christopher S, Yates
Christopher S. Yates

Email: [e-mail]
DanielM. Wall
Email: [e-mail]
Brendan A. McShane
Email : [e-mail]

LATHAM & WATKINS LLP
505 Montgomery Street, Suite 2000
San Francisco, C4941 I l-6538
Telephone: [phone]

Facsimile:

[phone]

Attorneysfor Defendant Orbitz Worldwide, LLC
/s Scott A. Fredricks
Scott A. Fredricks
Texas Bar No. 24012657

([e-mail])
Ralph H. Duggins
Texas Bar No. 06183700
(rduggins @canteyhanger. com)

Philip A. Vickers
Texas Bar No. 24051699
([e-mail])
CANTEY HANGER LLP
Cantey Hanger Plaza
600 West 6th Street, Suite 300
Fort Worth, TX 76102-3685
Phone: [phone]
Facsimile: (817) 877 -2807

Donald E. Scott
Colorado Bar No. 21219,
Illinois Bar No. 2531321
(don. scp.tt(àbarilit-beck. co-¡r)
Karma M. Giulianelli
Colorado Bar No. 30919,

California Bar No. I 841 75
(karrn a, -g i s I iarre I ilglþalüt - beS k;:onr)
Sean C. Grimsley
Colorado Bar No. 36422,
California Bar No. 216741
I

(ss¿tr.gr,imslcy-l@bsrtl"ú=þeç!s.ççns)

18

EX¡"N!B¡T'G

SUIIA ,App" {

03

Case 4:L1-cv-00244-Y Document

374

Filed

07lL6lL2 Page 1-9 of 20 PagetD L0546

Sundeep K. (Rob) Addy
Colorado BarNo. 38754
(rob. addy@bartlit-beck. com)

BARTLIT BECK HERMAN
PALENCHAR & SCOTT LLP
1899 Wynkoop Street, 8th Floor

Denver, Colorado 80202
Phone: [phone]
Facsimile: (303) 592-3 140
Chris Lind
Illinois Bar No. 6225464,
Colorado Bar No 27719
([e-mail])

Andrew K. Polovin
Illinois Bar No. 627 5707
(andrew.polovin@bartlit-beck. com)
Katherine M. Swift
Illinois Bar No. 6290878
(kate. swift@bartlit-beck. com)
BARTLIT BECK HERMAN
PALENCHAR & SCOTT LLP
54 West Hubbard Street, Suite 300

Chicago,IL 60610
Phone: [phone]
Facsimile: [phone]
George S. Cary
([e-mail])
Steven J. Kaiser
([e-mail])

CLEARY GOTTLIEB STEEN &
HAMILTON
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006

202,974.t920
202374.1999 (Fax)
Attorneys

for Sabre, Inc,, Sabre Holdings
Corporatíon, ønd Sabre Travel Inl'l Ltd,
d/b/a Sabre Travel Network

l9

EXT{¡EIT G

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Page 20 of

20

PagelD L0547

Exhibit A
AMERICAN AIRLINES, INC.

$
$

VS

$

CIVL ACTION NO.4:11 -CV-244-Y

$

TRAVELPORT LIMITED, et al.

I

hereby certify

(i) my

$

understanding that Designated Material and/or Confidential

Information and/ol Outside Attorneys' Eyes Only Information are being provided to me pursuant

to the terms and restrictions of the Protective Order (the "Order") entered by the United States

District Court for the Northern District of Texas (the "District Court") in the above-captioned
Action, and (ii) that I have read and understood the terms the Order.

I

hereby agree to be fully bound by the Order and further agree to submit to the

jurisdiction of the District Court for purposes of enforcement of the Order. I certify that I will not
use any information disclosed to me under the terms of this Order other than for the purposes
described in the Order.

I understand

that violation of the Order may be punishable by contempt

of Court.
Dated:

Signatu

Printed Name and Title:

Business Address

EXFIIBIT G

SWA App, { 05

Case 1 :11-cv-02725-MGC Document

123

Filed 11/28/

I.[Ð
Doc Ê
DÊTBFTT.ET}

rm U¡urtn Smtgs DlsrRlcr
Í'oR rtft sor¡tmnn DTSTRIc:r or NE$'
IN

US AIRWAYS,INC.,

Pl¡intiff'

Ctv. A. No. t:11-crr'-02725.MGC

v,

ECF C¡se

SABRE HOLDINOS CORP., SABRE INC-,
and SABRE TRAVEL INT'L L'ID.,
Dcfendants.

AMENpJ0D STFULATION

4lìp

lÐËlÞl

PRoTECTIyE ORDER

Upon stipulation a$d ag¡€emcnt of tbe partics, thmugh their undersiped eoun¡el
record, putsua¡¡t to Rule 26(c) of thc Fcderal Rules of Civll P¡ocedu¡e'

IT

of

IS fiEREBY

ORDERED upon a finding of good causc th¿tthc following tcrms and conditions sball govem
the disclosue a¡d use of confidcntial information in this litigation:

DEÍ'INTTTONS GEIì{ERALLY

l.

As uscd in this Order, tlrc tcrm "Action" sball me¡nthe above-captioned litigrtion

beturecn US Airways, Inc. ('US Airways') and Sabre ttoi¿¡ngs Corp., Sabre Inc., snd Sabrc

Travel

l¡t'l

2.

Ltd. (collcctivcly, "Sabre').
cparty" shall mea¡ all namcd partics, including
As uscd in tbis Order, tbe term

any named pany added or joined.

3.

As uscd in this Order, the tenn *non-part/' shâll meaD any individual,

corporation, association, or other nahJrel person or entity tbat is not a named party to thc Action'

EXÞIIFIT'

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123

Filed 1 1l2Ùl12 Page 2 ot21

This Ordcr shall govcm all docr¡mcnts, mstcriats and infon¡ation discloscd

during the course of this litigatiou in any form (including but not lim¡þd to, documentsl
rnatefisls and i¡formation produced by a pafy ot uon'pa¡ty, discloscd thmugh tcstimony¡ or
contained in pleadings, briefs, or other documcnts filcd wirh üe Court) for purposes of discovery

or otherwisc. The tcm "docunrents" as used he¡ein is intendcd to be comprcheusive utd includes
any and all mat€risls in the broadest sens€ conternplaæd by Rulc 34 of thc Fcdeml Rulæ of Ctvil
Procedure, and shall include Âll ìvriüsn, oral, recorded, or gnphic meterial, howwer produced or

reproduced, including, but not limited æ: all wríttcn or printcd mattor of any kiad' includlng lbc
originals and all non-idcntical copies the¡cofi, whether differcnt from the originals by reason

of

any notation madc on such copies or otherwise; clectonically stofÊd data, softwue, othet

comp¡ter dsE, insludiqg, but not limited to, information stored ín a computer at sny timc; sll
graphic or manual rccords or reprcsentations of any kind, including, but not limiæd

Û0,

phoùog¡sphs, microfiche, micmfikn, vidcotape, records, and motion picturesl elecüonic,

mechanical, or etectric records or rcpresentations of any kind, including, but not limited to,
cassettes, discs, magnetic cards and recordings, opticsl and

otbu rædic; snd all dnñs,

alterations, modific¿tions, changes, and ¡mendments to any of the foregoing,

CATEçgRIES QF PROTFÆTED MATEIRIAL

5.

As us€d in this

ffier,

material or iuformatiou supplied

ir

lhe tcrÍi "Confidential Mats¡ial'mef,fis aûy docrrmeuÇ

any form, or any portion therco{, which contrins c¡nfidential

or proprietery business, cOmmercial, rcsearcþ personncl, process, prcduct or

information ofthe producing party or non-parfy, and which is denominated
Iì/îâteriål for purposes of thc Action. A denomination by

Mêtgrial" shall constitute

a representation to th€

a

fi¡n¡cial

as

Coufidential

party or non-party of "Conñdeatial

Cowt that such party ot ¡6¡'part] believes in
-2-

EXÞIIFIT

þI

Sf,IfA ApB, { 07

case

1:1

1-cv-02725-MGC Document

1

23 Filed

1

1l2gl12

Page 3 of 21

good faith tt¡at the information constitutes Confidentiat Matcrial. The parties and non'partics
shall ¡nake a good faithefrort

ûo

denominatc information only as nccdcd. A party or non'pafty

denominating infomatÍou as Conñdcntial Material shall mark cach pagc of thc docunoat
containing $¡6t¡ 6¿ffial as "Conñdential" or, if only certain pages or info¡mation are being so
designaæd, that informåtion or thoæ pages as "Conñdential." Altanativcly, apa¡ty or non'party

may designaæ ìnformation as Conñdcntial Material by indicating in a writing sen'€d to 8ll
counsel of ¡ccord the page range or Batcsstamp range or otherwisc identifuing thc mate'rials in a

readily ascertainable man¡¡sr.
As used in this

fuer,

thc term "Outside Attomeys' Eyes Only M¿tcrial" means ô[y

document, materiat or information supplied in any form, or any portion thercof, which a puty or
non-party r€åsonably bclieves to be so highty sensitive thst: (i) it is the subJect ofæ¡sonable

cfforts to maintain its

seÆrçÆy;

(ii) it is sufrcicntly vsluablc a¡d secret

actual advantage over othcrs; (iü)

ib diçclosurc

to afford a potettial or

to existing or potential busíne¡s competiton or

cusbmers would causc maûerial ínjury to tlæ business, corn¡rerci¡t, competitive or ñnsncial
interests of such producing party or non-pårty; and (iv) it is denominatcd æ "Outsidc Attomeys'
Eyes Only Matsrisl" for purposes of this litigation By way of example, and not timitation,

Outside Attorncys' Eyes Only Malerial includes: süaûogic planning information; bord rnaterisls
and prescntations; customsr lists a¡rd information; negotiation stratcgieq

proprictry soûl'rue or

systsms; propdctary edits or customiz¡tions to softr*'are; proprietary procesi and product

informution; and margin, cost" and pricing information. If requircd by applicable privacy law,
Outside Attorneys' Eyes Only Maæriat shall also nrean psrsonnel files that 8¡ê denomin¡ted as
such for puiposes of the Action. A denominÂtion by a parlry or non-party of Outside Attomeys'
Eyes Only Matsrial shall constitute a represçntåtion to the Court that counsel believcs in good

-J-

EXÞIIBIT H

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o'121

faittr that thc information constitutçs Outside Atlomcys' Eyes Only Metcrial. The parties and
non-parties shall makc a good faith effort to denominâte inform¡lion only as nesd€d. A party or
non-parry denonrinating information as Ougidc Attomøys' Eyes Only Material shall mart eacb
page of the docume¡t containing such rrateriql os "Outside Attomeys' Eyes Only" or,

certalu pages or information are being so deslqpste{ that informadon or thoss psges

if only

Ê¡r

"Outside

Attomeys' Eyes Only," fuiy ínfonnstion or documents dcnominated or marksd as "ConfidcatialOutsidc Cou¡rscl's Eyes Only"

or'Highly Confidcndal" will

b€ decmed as being denominaþd or

marked as "Outside Attorneys' Eyes Only" and will bc trcaæd as such undsr this Ord€L

6.

"Confdential Måtcria¡" and "OuEidc Attomcys' Eycs Only Matçria[" may be

collectively referred to herc¡n as "hotected Matcrisl.'

GENERÂL PROVr$pNq

7,

Produsdon for Incpccdon Purporce Onþ. Notwithstasding the provisions of

Paragraphs 5 ald 6, in lhc cvcnt tbat a party or mn-party providcs documents, materids or

information for inspection only, no marking nced bc made by the producing party or non-paúy in
advance of the initial inspection, and thc following proccdrres shall apply:

o)

Thc producing psrty or nou-pûrty shall not be constd€rÊd to have w¡ived

the statw as Conûdential Material or O¡tside Attorneys' Eyes Onty Maærial

of

documcïrts, materials or i¡formation made available during such an lnttial inspectioobut

not chosen by the inspectíng psrty for copying; aud

b)

Thercafter, upon selection of spccified documenls, materials or

information for copying by the iospecting partf, thc producing p8rfy or non-party shall,

within tu,enty.one (21) days (or such longer perlod

as

may be agreed uPon by thc parties

or ordercd by the Court), and prior to provldlng copies of the selected documeots,

+

EXþIIB¡T

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Filed 11128112 Page 5 of

21

matÊrialS or iuformation to the reqræsting party, mark ca¡b page as may contain
Confiderr¡tial Material or Outsidc Attorncys' Eyes Only Material in accordancc wilh this

Order,

8.

Dcporltlonr. From tbc date of a dcposition r¡¡til fifteeu (15) busincss days affcr

rcceipt of a final dçosition üãnscript, sucb transcript sball

bG

dccmed Outsido Attorneyr' Eycs

Only Material in accordsrce with this Order. Absent c timely designalion of som€ or all of thc

final transcri¡

as

Coúde¡tial

or Outside Attomeys' Eyes Only, this prerumptive dcsigpation

sball lapcc. Thc designUion by a party or uon-püty ofa transcript, sxhibit or videotape as
Conñdc¡rtiat Matorial or OuEidc Attmrreys' Eyes Onty Matcrial shall bc eithcr made ou the
record at tho

tinp of thc defosition or

made in

wdti¡g

and scwcd upon couuscl of record.

fuiy

portion of a tarscripÇ exhibit, or videotapc designat€d as Confidcntisl Matcrial or Outsidc
Atùorncys' Eyes

ftly

Matcrial shall thereafter bc tcated in accordance with this Order. Any

designatiou of å portion of a transcript shall bc tcatcd as a designation of the concsponding
portion oftüe video, and vise-versa.

.

a)

Subject to tlæ terrns of this Ordcr a¡d thc Federal Rulcs of Civil

Proccdruc, any party may usc Confidcntiat Matcrial in the cor¡rsc of a deposition
provided that, prior to any exarninatiou of a witness at a deposition conccming auy nrch
Confidential Material, the wibcss and cor¡d rtporters æe fi¡mishcd with a copy of this
Protective Ordcr and shall cxccutc the .{cknowledgmant of Protective Order att¡ched æ

Exhibit A. Counscl for each party representing a deposition wihess shall hew
rcsponsibility for supplying this Proteptive Order to tbat wihess bcforc thc deposition
and attempting to obtain thcir execüion of the Acknowledgrnent'

5-

EXI"¡IB¡"tr H

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123

Filed 11128112 Page 6 of

21

In additior¡ ary party may we Outsidc Atbrneys' Byes Only Maæri¡l in

an efia¡nination

of a wiÙtess at

a

dcposition, provided thatprior to,any ouminat¡on of a

wit¡css at a deposition conccrning any such Oußide Attorneys' Eyes Only Msærial, the
witness a¡rd corut rtportÊrs arc fi¡rnished wÍth a copy of this Protcotive Order and i¡h¡ll
execute the Acknowlcdgment of

heotivc

Order attached as Exhibit A and provided that

(i) the wieess ls an aulhor, addrcssec, recipicnf or soì¡rte of thc Ou8ide Attorncys' Eyes
Only Material; or (ii) the witness is

a

cu¡rcut or forrnrr carployec of the producing puty

or non-party and hrs or had laurful ¡ccess to the spccific docurneat containing the Outside

Atûorneys' Eyes Only Maæriql to bc discloscd; or (üi) the wilress is likely to have had
knowledgc of tl¡e Outsidc Attorncys' Eyes Only Maæ¡ial to bc discloscd; or (iv) ttrc
witness or condæt of thc witncss is refere¡crd or dis,usscd in the Ouuide Attorneys'
Eyes Only Material; or (v) thc witnoss is one of thc persons ideatifed in Paragnph I l(c)
bctow. Abse,nt a¡y of thes€ cirsusutÐces, the party wishing to
Eyes Only Material

i¡

qn examination

of a witness

musrt obtain

ue Outside Attomeys'
c¡m€ût üom the

producing party or entity and such cons€nt mËy not be un¡rqsonably wittùcld" If the
portÍcs oannot agrce 0n whether a pa¡ty may use Outsidc Atlorneys' Eycs Only Matsrial

in a¡ e,(a¡ninatiou of a witness not otherr.¡ise permittcd under lhis Pa¡agråpb, then the
Cor¡rt sh¿ll be asked to rqsolvs the dispute.

c)

rViüress€s not r€prcseûted by a

pany's counsel shall be provided with a

copy of this Order at the start of the cxamination, and shall b€ advisêd on tüe record that
hc or she is subject to sanctions for violating the terms of this Order. If a wihess refises
to execute a copy of the Aclnowledgment of ProtËctive Order, the admonition in the

precetling sentenc€ shall ssrve as a substítutc for thc execution of the Acknowledgemeat

"6-

EXH¡BIT

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1128112 PageT ot 21

and shåll be sufEcicnt to allow for exaninstion of the wibrcss æ to Con$dcntial or

Out¡idc Attorncys' Eyes Only Mafsrial.

9.

Oblecdonr

ûo

lhrlgnettotr or TrcÉtmenL A party may at any timc, in good

faitb, object to thc desigration of any documcnt or spccific infonnation

as

Confidcntisl Matcrial

or Outside Attomcys' Eycs Only Matcrial by stating its objcction in writing, which spcciñcs (by
Bates numbsrs) the document or informatis¡ çhallqrgsd (or, where appropriate, by reasonâbly

dcfined categories of docr¡¡nent¡ or infomation challenged) a¡d lncludes a statcr¡cnt of
or fsctual basis for eqch objection,

ûo

tk

legal

the parfy or rm-party måking the dcsignation, and it shall

make a good faith cffort to rcsolvc the dispute with counset for tho party or non-party so

desigpating thc docu¡ncnt or information- lf the partics canrio! rcach agrcemmt as to thc
dcsignation, the rec,civing par-ty or objector may move the Cor¡rt for an ordcr detemining
wtrether such document is Conlïdential Matcrial or Or¡tsidc Atþmcys' Byeo Only Material.
Unless applicaHe law diffen, thc dcsignating pʡty or

nonfarty

shall bcar thc brudcn

of

persuading the Court that the designatcd matedal is citlrqr Çonfidenlial or Outside Atiomeys'

Eycs Ouly Material as defined above.
Protcctcd Matcriat

ùall not be cntitled

ûo a

Confidential or Outside Attorneys' Eycs Only

dcsignation whøc: (a) thc recciving party or objcctor demonstratËs that sucb matcrial was in thc

public domaiu

at

thc timc of, or has bccome public si¡ce, its dcsig¡atiotr; or (b) thc receiving

party or objertor demonstatcs that it lcgally obt¡Íncd such matcrial üom a sor¡¡ce other than the
producing parry, ûdd such material was obtÁin€d without arry limitations on its use or disclosure.

Nothing in tbis Order prccludes sr¡y party Êom chaltengiug a confidontiality desigrration on any
other ground,

prscl,osuRE oa PRQ:perEp MATERTAL
-7-

ËXFIIBIT H

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Filed 1 1128112 Page

Con0dcnd¡l M¡terlal. Except as pmvided in Paragnphs 10C),

12

I

of 21

a¡d 25 bclow,

Confidential Material may be disclosed only to:

a)

rhc parties' cot¡¡uel wbo have made an appcarürce in thc Action and tbeir

partn€rs, associates, paralcgals, and clcrical and suppol personnel (including outside

vendors) who arp working unde¡ the dircct supcrvision of counæl and who are dircctly
involved in or assisting in this litigation;

b)

the Court ¡nd all pen¡ons æsistìng the Cor¡¡t in thc Action, lncluding

special mssters¡ mediators, court report€rs takiog tcstimony involving sucb information,
and nccessary stcnographic a¡d clcrical pcrsonncl thercof;

c)

p€rsons retained as co¡pultEnts or exp€rts by any party

ftr lhe purposes of

this litigation and principals and employees ofthc firms with which consultants

q

exp€rts are associated and who are directly involved ond ossisting in this litigation (but

excluding any consultants or exp€rts known to be rugularly cmployed or engagcd by a
currcnt or prospcctive compctitor of thc pa4y or noE party that denominated

úc

maGrial);

d)

p€n¡o¡xr othcr

ths! consultants or experts wbo a¡c rclained !o prwide

purcly adrninistrativc a¡sirtstrco to cot¡ssel for any party for the purpose of the Action
including litigation support strf ices and outside copying serrriccs;

e)

pcnrorui whom the Conñdcntial lvfst€rial itsclf indicates, or the receiving

party otherwise has resson to bclicve, werp tbc author, addressce, sornce or rccipient of
the document;

Ð
mediaticn,

a¡¡y person noticed or called to testiff as a witncss at a deposition, herring,

rial, or other proceeding in the Action, a¡d for

the purpose of assistiug in the

-8-

EXÞIIBIT I{

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I of 21

preparatiou or cxa¡nination of tlrc witness, providcd that the rcquircments of Paragraph
8(a) have bccn satisfiod;

g)

up to two Q) members of each party's rtupective in-house legal ståff, who

are æsisting in the prosecution or deÈnse of this action; theso individ¡¡als chall b€
designated in

witing

and shall agr€e not to participae in ncgotiations of comncrpial

agrccrncnts bctwecn thc parfics on behalf of thcir respcctive clients during the pcndency

ofthis lidgation (including

h)

appcals) and fortwo (2) yrarg thercafteç

sny other porson hereafrer designated by '*rittcn stipulatíon of thc partícs

or by ñuther order of the Cor¡rt;

Ð

any pcrson to uɡom thc producing party agrees in

witing

disclosure may

be made;

t

Beforc any Confidential Matedal is disclosed to thepersons ldcotified

above in Paregraphs l0(c)-(i), such pcrsono shall bc providcd wíth acopy ofthis

Protcctivc Ordcr and shall executc thc Acknowledgment of Protcctive Ordcr attachcd as

Exhibit

A.

Or¡tside courscl sh¡¡l r€tsin thc original copies of exccutcd Acknowledgmcnt

forms a¡rd need not disclose who has ex€€uted them during the cor¡nc of this Action,

'nless

B

dispute orises æ to the disscmination of Frotccted Material to persons othe¡ tlrsr

thosc idontlfied as authorizcd under this Ordc¡.

I

l.

Outside Attoneys' Eyes OnV Msterisl, Except as provided in Paragraphs

13, and 26 below, urd only as provided

in I l(i), Outsidc Attomeys'

12,

Eyes Ouly Matãiat may be

disclosed only to:

a)

Thc parties' Counsel of Record, which shall mean the pa¡ties' or¡tsidc

counsel who have filcd a Notice of Appearânce on behalf of o porty in the Action (and

.

-9-

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Filed 11128112 Page 10 of

21

the puhers, as$ociatcs, paralegale, and clerical and support p€rsouncl (includiug outsidË
vcndors) working under the direct supervision of such couss€l and arc dirætly involved

in or æsisting iu thir litiguion), provided, however, that such counsel do not rcgululy
participato in the comrnercial br¡iness activities of tl¡e psty;

b)

the Cor¡rt aod atl persons assisting lhc Cot¡rt in thc Action,

ma,lrtçñrr mediators,

inclding

special

court rcpoÌt?n¡ taking tcstimony involving such ir¡formation, and

nccÆssary stenographic and clerical pcrsonnel tbereof;

c) pcrsoru rctain€d

æ consultants or Þ(p€rts by any parfy for thc purposcs

oftbis

litigation and principals md employees of thc firms with whic,h consult¡nts or sr(perß ü€
associated and uùo arc directty ínvolvcd and assisting ín tbis litigation (but excludiug

any consultank or experfi known to be rcgularly employed or engeged by a current or
prospcctive compctitor of thc party ot ¡s¡.pûrty lhat denomin¡tcd lhc matcrial);

d)

penons othcr than consultants or cxpcrts wùo ua retained to providc purely

adminishative assistaric€ to counsel for any party for tha tr¡{pos! of tbc Astion, including

litigafion srÐport servic.cs and outside copying scrviccs;

e)

penons wbom the Oubidc Attorneys' Eycs Only Matcrial itsclf iudicatcs, or the

rerciving party otherwisc has r€$on to believe, wero the author, addrcssce, sourcc or
re€¡pi€'rt of th€ doc¡¡menl¡

f)

an In-House Desigpce as deñncd in Pa¡agrapù 12 bclow and only on thc

conditions specificd in Parag¡aph 12;

g)

any othor person hcreafter dcsipated by written stipulation of the parties or by

ñrrther order of the Court;

-10-

EXN{IBIT H

SWA App, { {5

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h)

any

pçnm to whorn

123

Filed 1 1128112 Page 11 of

21

the prodræing party agrecs in writi¡g disclos¡¡re may be

made.

i)

Bcforc any Ouuidc Attomcys' Eyes Only Materisl is disoloscd to tbc pcrsons

identified above in Parsgrçhs I l(c){h), such pcrsons shall be providcd with

a

copy of

tbis ttotrÆtivc Order and shall cxerute thc Acknowledgmcnt of Protcctivc Order attåcbcd
as Extribit

A.

Outside Counsel shall r*ain the origin¡l copies of uxecuted

Acknowlcdgmcnt forms and necd not disclose wbo has executcd tbem during thc coursc
of tbis Action, unlcss

disscßrination of Proæctcd Matøial to

a dispute arisçs as to the

p€rrons other tha¡ those ld€ûtified æ authorizcd undcr ùis OrdGr.

j)

A receiving party rn¡y belicve tb¡t it musl show certain limited pieces of

information marked "Outside Attorncys'

E1æs

Only" by

a

producing pa¡ry to ¡ts clienb,

bcyond thc In-Housc Dcsignee as spccified in Paragraph 12 beloq to adequataly prçpûrc
its css€ for tri¡I. If a rsceiv¡ng party believes that inform*ion falls $rithin thir category,

it

shall identiÛ the infurm¡tion to tùc producing partywith spccificity aod disclose the

additÍon¡l in-houc persorncl to wlrcm it wishcs to dísclose thc information, The
producing party will provide a good faith nsponse conceming its willingness (or tack

of

willingness) to pcrmit the inform¡tion to be Sown to the di¡closed ln-horuc pcrsonnel

withln five (5) business days. If the produciug parfy is unwilling to pc¡uit the æceiving
pa¡ry to show the information to thc rcceiúng party's clicnts, the recciving party may
then raisc the mattcr wilh thc Court.

12.
engagcd

E¿ch cf US Airways s¡rd Sabre may desígnate oqe irhouse litigation courxel, not

in ncgotiuing

q$eernents with thc other party

or

couuseling business cxecutives

concerning such negotiations ("In-House Desigree"). Each "In-House Designee" shall be

-l t-

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Filed 11128112 Page 12oî21

pcrmitted frecly to discuss Outsidc Attomcys'Eycs Ouly Matcdal with outside counscl, r¡trder
the following conditions:

a)

Each ln.House Designec sb¡ll b€ provided with a copy of this Protcctivc Ordsr
and shall execute the Acknowledgmcnt of Pmtectlve Order ettached ¡s Exhibit

A

before gaining acc€ss to any Attomey's Eyes Only Ma¡erial under Paragnph 12¡

b)

The In-Housc Desipces sbsll not sha¡e thc contetrts of any Outsidc Attomeys'
Eyes Only Material they are shown by oufside counscl with anyone othcrthan
those pcrmitted under this Order;

c)

The In-House Deslgpecs shall not take verbatim or near vsrùatím notes of thc
contcnt of any Ourside Atùomeys' Eyes ûnly Matcrial;

d)

The In-Housc Desig¡ccs shall only rcvien, Outsidc Attomeys'Eycs Only MÂteriål
at their respective outsidc counscl's offices or at othcr non-pafy facilities;

e)

'

The In-House Dcsignecs shall not be givcn coplcs in any format of any Outside

Attorneys' Eycs Only Material;

Ð

The In-Housc Desipees shall not participate in thc negotiation of commercial
ågreemcnts bctween the parties during lhc peadency of this l¡.¡nuit (including
appeals) and for two (2) yean thcrcaña.

US,

Airways designatcs Paul Jones as its In-Ilouse Dcsigncc. Sabre dcsignaûes C¡mille

Penniman as its designee. Each sidc may changc

its In-Housc Designee by serving wrltlcn

notice ofsuch change on the undersig¡ed counsel ofrecord the other side, with such change to
take effect

2l calend¡¡

days after such service. Ifone side objects to the other sidc's designation

of a new ln-House Dcsignee, it will inform the designatinS party in writing of its objection and
the bases therefore. Thc parties

will

endeavor in good faith to rcsolvc any zuch objection, but

if

.12-

EXHIF¡T I{

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Case 1 :11-cv-02725-MGC Document

the parties are unable to reach rcgolutiou witbin

123

2l

Filed

1

1128112 Page 13 of 21

days following scrvice of the uotice of new

designation, the objccting party may apply to the Court for çpropriarc

rclief. No Attomeys'

Eyes Only Materiat shalt bs disclosed to the new In-House Designce under this Palagraph 12
before final ¡csolution of such applicalion.

I3.

Notrpithståndíng any othcr provision of this Or&r, nothing in this Order shall

limit the ability of any party or non-party

ùo

disclosc to any pçrson Confidential Mawrialor

Outsidc Attorneys' Eyes Only Material produced or designaed by such party or non-pârty, or
that is a b¡¡siness ¡ecorìd of such party or non-Party.

14.

In the evcnt a receiving party desiæs to use Confidcntial Maleria¡ and/or Oubidc

Atlorneys' Eyes Only MateriÈl poducæd by

a

pmdrrcing psrty for ths purpores of anothq'

litigalion not pårt of this Action, thc partics shall confer and aUempt to agrce otr the proceducs
undcr whieh Confidential or Outside Attomeys' Eyes Only Materisl mly bc used for that

purposc. The parties Êgree to me€t and confer on this issue within

30.

days affer thc receiving

party provid€s noticc to the prnducing party of the document¡ or categories of doomeats the
receivlug party seeks to tue. Tte parties shall in good faith auempt to coordinsû€ discovery to
advæce thc just a¡¡d cfficient conduct of this Action and any othcr litigation in rråicb a recciving
party secks

ûo use

docu¡nents produced pursuånt to lhis hotcstive

fuer.

If the partios are

unable to come to agr€ement on coordination of any overlapping díscovary bctween lhis Action

aíd aûy other litigation, the pa¡tie s may seck relicf from any court of competent juriediction and
until such cowt rulcs on tho relief sought, the Conf¡dential M¡terial Bnd Outside Attomeys' Eycs
Oaly Material st¡all be used by the receiving party or any Don-party or peßot¡ who exccutes
acknowledgment of Protective

fuer

attached æ Exhibit A only for purposes of tbc abov+

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captioned litigation (including any senlemcnt negotiotions, or medimion) and for no other

pu$ote.

t5.

All

pcrsorrs autho¡lzrd by this Stipulation md P¡otcctive Order tô ¡eoeive

Conûdentiat Material anüor Or¡tside Attoracys'Eyes Only Mate¡ial shsll mainta¡n such
information æ confidential consist€nt $Jith thc tcrms of this Ordcr and sh¿ll agrec to bc bound by
its r€rms. Accordingly, except æ provided in Pangrapb 13, no p€rsoq

finq corporarion, or other

entity shall use, disclose, make availabte, or othenrise commr¡¡ic¿te Confidcntial Material or
Outsidc Attomeys' Eycs Only Materiat iu

uy

manner wh¡tsocvcr exc€pt for pu¡poscs of the

Action, and then only in a manner sonsistent with this Ordcr. A party': or non-pcty's use for
any pr¡rpose of its own documents a¡d

inforuation uihich it produccs or discloscs in the Actíou

shall riot bc consider€d a violatlon of this Ordsr. AU Outside Attotreys' Ef,cs Only Matcrial

(including any summades, abstnots, or other related infonmcion tbat ínclrrdcs, discuses,
sumrnarizeg

q

refers to any Oubide Attmaeyo' Eyes Only Msterial or information) shall be

kept in a s€Êt¡rc locatíon that is under fhe contol of a person authorized by rhis Ordcr to ¡rccive
such information.

t6.

Notbing in this Order shall restrictany puty'r urtsidc counsel from rcndoring

advicc to its clicnB with respect to this Acdon asd, in the course thcreof, rclying upon
Confidential or Outside Attorncys' Eyes Only Material¡

providd however, that in rendering

such advicc, outside counscl shall not disclose any other

prþ's

Confidcntial or Outside

Attorneys' Eyes Only Material othcr than in a manner provided for in this Order.

usE

17.

oItRoj[EcTEp

w

IN Tms AcTIoìl

In the eve¡t a pody wisbes tÐ usc ProtecÛed Material:

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a)

123

Filed 1 1128112 Page 1 5 of

21

in any afüdavits, bricfs, mcmoranda of law, exhibits !o motions, or otbr

papcrs filed in Cou¡t in lhc Action, a party shall rcdact such filings for Confidcntial

Material or Outside Attornuys' Eycs Only Material, with rrnrsdactcd versions ñlcd unde¡
seal;

b)

ln hearings, oral arguments, or other appearonc€s in court in the Action,

thc pafies shall confcr and atùanpt to agrcc bcforc any

tial

or other hearing on the

procedrnes undcr which Confïdential or Outside Attomrys' Eyes Only Matcrial rnay bc

inuoduced lnto evidercc or othenr¡ise uscd at such

tisl

or hcaring. Upon rceching

agrcemstrt, the parties shall givc notice of thc terrts of such ag¡c€mçnt to €ach noa-party

producíng any Confidential or Oulsidc Attomeys' Eycs Only Matcrial which may b€ uscd
or introduced at such trlal or hca¡ing, Abs€nt ag¡Êcmctrtt tho Court shaU bo æked m issue
an order goveming the usc of such Confidcntial and Outsidc Aüomeys' Eyes Only

Mater¡al at trial or hea¡lng upon reasonable notice to all pmies and non-pades who have

producd such Maærial.
REOUEST TOR CURE OF TTNAUTHORIiZED DISCLOST'RES

18.

Any party or aon-party (or counsel to sny party

,or

non-party) who bec¡mcs awarc

of any unauthorized disclosurc of hotected Materisl or aay brcach of this Orde¡ shall pomptly
give notice to the paúy ol non-perty that produced or supplied the Protectcd Mqtcrial of such
ci¡çr¡Írstances, including a reasonable description of the cirpumstånc€s that led to the
unauthorized disclosure. Upon sttch notice, the parly or non-ps¡ty that produced or supplied tbc
Protccted Material may seek such othcr relief as is appropriate. In any event the parly or nonparty thet made the unauthorized disclosure shall immod¡ately t¡ke all reasonable steps to cuÌ€

-t 5-

ËXHIBIT H

SWA ,App, { 20

Case '1 :11-cv-Q2725-MGC Document

thc unauthorizcd disclosurc
effo,rt to prÊvcnt

Qay,

123

1

1128112 Page 16 of

21

tnter aü4 retieving sucb infornstion) and shall makc cvery

ñ¡úer disclosure.

suBpqENAf¡ coMMANpg{c PRo.pucTIoN

19.

Filed

If any puty

hos obtained

or pRorEcTEp-¡tfTEruats

Co¡fidential or Outsidc Atûornoys' Eyes Only Mataial

undct the te'r:ms of this Order snd ¡pceivcs a subpo.ma, oivil invesugative deur¡nd or othø
compulsory prccess commarding the proôrction of such Confidætisl or Outsido Altorneys'
Eyes

ûnly Materie¡, sueh party shall noti$

the cou¡s€l of ¡t*ord for the producing party or Boa-

party, in writins (and by fær or e-meil, if possibþ immediatcly, and in no cveût latct thnn t€r
(10) business days following the discovery that the subpoe'na or proress orderr snlls for
Confidential or Oulside Attonreys' Eyes Oaly Matøisl. Witbin æn (10) businesE days of reccipt

ofnotification, the producing parlry or notr-pa*y shall infonn the subpocnacd pÊrty çitù€r thst ¡t
does not object to production

th* it will

of the Confïdcntial or Outsidc Atùonreys' Eyes OnIy Material or

scck cotut protcctiou ùo prevent thc production. If thc producinS

púty

or non-party

fails to provide the subpoc,naed party with 6 respotrsc, thc sgbpocaaed party may pfoducc thc

Coqfid€ntial or Outsidc Att¡omeys' Eycs Qnly Materinl efter tcn (10) hsi¡Gcs days following thc
subpoenaed psrty's notiñcôtion of the subpocna ùo the prodt¡ciog psrty or non-party. [n lhc eve,nt
the producing

Frty or Eo¡r-party informs thc suþoenaed party that it will

scek courl gotection

to prevcnt the poduction, the subpoeoaed pacy shall not produce any Confidential or Or¡tside

Attomeys' Eycs Only Mat€rial without the prior writtcn cousent of thc prcducing party or nonpa4y udess required by au order of a cou*of c¡mpetcut jurisdiction. Tho producing party or
non.party who has designated materiats Confideutial or Outsidc Attonaeys' Eyes OnJy shall bcar
tl¡e burden and expeose of seeking protcction for its Protected Matcrial.

PRSDUCUTON q&PR0TECï.'ED MATERIÄI'

\4rrrllQ-rn DASIGNATISI

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ËXH¡EIT

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SWrq App" '! 2{

Çase 1 :11-cv-02725-MGC Document

20.

123

Filed

The prodwtion of hotected Mat€¡icl without

Materiel or Ougide Attomeys' Eyes OnIy Material,

as

a

1

1l2Ùl12 Page 17 of 21

designalion as Coufidcntial

thc casc may bc, shall not be decrncd a

uøiver or impairment of any clairn of protcction of the confidcntial natr¡rc of any such matáial.
Upon a party or non-party's discovery that its ir¡formatior rffis not corrtctly dcsignated that

prrty or non-party siralt provide norice to thc othø litigants that the infomuion was
inapprcpiately designâted. The producins party or non party sh¿ll thcn havc seven (7) busiucss
days in which to rcdesignate the infotmation. Additionally, upon notico that any Confidential

Material orOuuide Attorneys' Eyes Only Material has not bcen appropriatcly

so denominatcd,

and should bc redesignated as Confidential Materiat or Outside Attoraoys' Eycs Only Material,

thc party rccciving such noticc shall make a reæonablÊ, good faith

clbrt to erurte that any

analyscs, mernora¡rda or notcs that v¡erc çncratcd bæcd upon such matcrial bcfore its

rrdesignation sb¡ll immediately bc tcatcd in conforrrity with any such rcdesisnqlion

PRODUCTION 8E:PRTVTLEGEDJþI.{TERr,q¡,

21.

If a pmducing party or non-pqrty notifics

any othcrr party that it inadvertently

disclosed doct¡ments, testimon¡ information ¡nd/or lhings that are protected ftom disclosurc
under lhe attomcy'client privilegc, work product docüine, and/or any othcr applicablc privilegp,

protection or irnnunity ("privilcged mate,rial'), or thc receivins party discovcrs srrob disclostne,
the disclos¡re shall not be deçn¡ed a wriver in whole or in part of thc applicable

pivilcgc or

protcclion, eithcr as lo the spËciño malcrial or information disclos€d or as to any other mcter¡al
or informstion rtlating tltc¡cto or on the same or rclated subject mattcr. Upon discowrJ* by a
parly or non-party tt¡at it has produced privileged matÊria¡, that pa¡ty or non-party shall promptly

notify all parties of such production. A pe¡ty or non-paÉy may rc4uost the retunr of any
privileged maûsrial pursr¡a¡rt to Fede¡al Rule of Civil hocedr¡re 26(bXSXB)

þ idc'nti$iug the

-t7-

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þN

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Case 1 ',11-cv-02725-MGC Document

123

Filed

1

1128/12 Page 18 of 21

informatiou produced and Sating the basis fur witl¡holding such information Êom prodrætion.
a

If

party or non-pa¡ty requests thc rctr¡¡o, prsuant to this Paragrapb, of any privileged matedal

thcn ia the custody ofanothcr party or non-party, the posscssing pçrson or entity sball, within

five (5) business days, rçturn üc privilèged matcrial (and all copics thereof) to thc party or ûonprrty who produced or supplied it ånd shsll cxpungc ftom any othcr documcnt or m¡teri¡l
infonnafion reflecting the conteils of tbe privileged material. A party retunring sr¡ch maùerial
may thcn,

if

appropriater rnove the Cor¡t for an Order compelling thc production of thc material

p¡ovidc4, howev€r, the retming party môy not challengc the privilege, proúcct¡on or imnruotty
claim by arS¡ing that tbe disclostue w¡ivcd üe privilegc, protcction or immunity a¡d may Bot
use the documcnts, testimony, information and/or things for any other purpose whatsoever

rmtil

the Court b¡s dctsrmined that thc dooumert is not privilegod or otherwise protectcd.

MISCELI,ANEOUS PROVISIONS

22.

Nothing contained in this Ordcr shsll be consE-r¡cd as ss admission that any

documsnt or information, or any testirnony relating to such docr¡ment or informatio4 is or would
bc admissible in evidcnce in this case or in any othcr procccding.

23.

Notbing coutaincd in this Ordcr shall affcctthe rights of the portics or uon- parties

to object to discovery, ¡or shall it reliwe å pa¡ty o¡ tron-porty of its obligation to propcrly
respord or objcct to diæovery reque$s, nor Shall it preclude any party or non-pa¡ty Êom secking
firrther rrlief or protective ordas ftom thc Court as may b€ apprcpriae under the Fedeml Rulcs
of Civil Procedure.

24.

The partÍes to the Action ress¡v€ alt debts to apply to the Çourt for eny order

modif,ing this Ordcr, seeking gÌeater

access to

lïotectçd Matcríals than those provided by

-18-

EXFIIBI'T H

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Filed 1 1128112 Page 19 of

21

Paragmphs 10, I I and 12 abovc. Nothing in this Paragraph shall ¡ffect aparty's right to object

io disclosu¡ç of Protectcd Matçrial to in-hor¡sc counscl of anotherparty

25.

Nothing contained ìn this Ordcr shall affect the ability of thc partics to altcr thc

time pcriods sct forth in this Order by agreement'

26.

Any person requiring fi¡rther confidentÍality protection uray potÍtion the Court for

a scparate order govcming disclosurc

27,

of its information.

tilhcn scrving subpoenas on nou-parties, s copy of this Ordçr (including E)úibit

A) shall bc i¡cluded'¡/ith

thÊ subpoenq and the subpocna shall expressly

incorpontc by

refe¡cace thc tenns of this Order.

128. îhe provisions of this Order shall survíve the sorclusion of the Action.
CoMPLETION Qr ITIIÏGATION

?9.

Within ninety (90) days aftcr thc ¡esolution of the Aotion (including ¡csolution

all appcllate proceediogs), all documents and copíes of all documcnts (otlær thao exhibits

of

of

record) produccd or nrpplied by a party or non-psrty which contain Protect€d Mstorial shall be
sithcr rctumcd to tbç paÉy ornon-psrty wtro pmduced or ruppliedthe Protected Material, as the
casc may be, or deguoycd, Upon request of the party who produced or zupplied thc Prctected

Material, all corursel of record who received zuch documcnts shall certiff compliancc lrcrewith
and sbÂll deliver the same to c¡uns€l for the party who produccd or supplied the kotcct€d

Mate¡ial not Brore than ninety (90) days aûer thc final rcsolution of the Action Sncluding
resolution of, all appellate proceedings).

-19-

HXI"IIBIT

FI

SIdUA

App. 42.&

Case l:11-cv-02725-MGC Document

30.

123

Filed 11128112 Page 20 of

21

This Stipulation and Proþstive Order may bc signed in counærparts'

]

Dúed

J.

CLEARYOOTTLIEB STEEN &
HAMILTON LLP

O'MELVENY EMYERS LLP
? Times Squarc

One Liberty Plaza
Ncw Yorlq NY 10006
Phouc: QIZ}Z?S,ZAW
Føx: (2t2)225-29Ð

NcwYorlq NY 10036

Qtzr32ú2000
afrackrnan@omm,com
Cotnsel

þr Plaintif US .ítntays

[e-mail]

Counselþr Defetùnt Sabre Inc., Sabre

ød Sabre Trrwl
IU'l Ltd ilbla fubre Tlavel Natwork
Holdlngs Corporatton

So ordeæd subject to

day

modification by thc Court

as the intercsts

ofjrstica may requirc,

ttdrålp

of ñ,*.n,*Ag,o, 2.
I l LillllLW

¡

-ç * V",rt"u

tt

u

HON. MIRI.AM G. CEDARBAUM
UNTTED STATES¡ DISTRICT JI]DGE

-20-

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123

Filed

1

1128112 Page 21 of 21

Eùtb.itÁ.
IN
tr'oR

rsu Umrsn St¿rps Drsrn¡cnCounr
Tæ Sourrmnn Dlsrnrc'r or Nnw Yonx

U.S. Âirways, Inc.,

Plaindff,

Cív. À. No. l:11-cv-0272SMGC

v,

ECI'Ca¡e

Sabro Holdings Corp., Sabrc Inc., and Sabro

Travol lnt'l Ltd.,
Defendants.

ACKNOTVLSLGMENT OF
I CERTIFT

TIIAÎ ¡ HAVE RBCEÍVED A COPY OF

PAOîlCrrVE 9¡RrlER

THE PROIECTWE ORDER D.TTED

("oRDERI.
I FURTIÍER CERTIFY THAT ¡ TI.{V8 RE¿{D OR
UI.IDERSTAND Tl{E CONÍENTS Or THIS ORDER.

/ti,f OTIIERWISE FAT{IUAR WITH AND

PN,OCEDTJRES WHICI{ ARB SET
I I,NDERST.^¡.¡D AND AORD,E TO COMPLY WIT'I lHE STANDARDS
^}ID
FORT'I ¡N THE ORDER. I I.JNDEA,STA¡'ID TTIAT COMPLIANCE WTTH TIIBSE STAI.¡DARD$ A¡'¡D PN,OCEDURES IS A
CONDTÎION OF RBCETPTOF CONFTDENNAL MATERI.iTL OR OUTSIDEATTORI{BYS'EYES ONLY MAIESIAL
AND THAT A FÁ¡LTJRE TO Cq.fPLY MAY GoNSNTUTE CONTEMPT OF TTIE æIJRT AND/OR A VIOLATIOT\¡ OF
APPLICÀELB I.AWS, I AGREE TO CONSENT TO ruRISDICTION OF TTIIS COI.'RT FOR TIIE PTAPOSE OF
ENFORCING Tfl IS PROIECTÍVE ORDER.

NAME (PLEAI¡E PR¡NT)
ADÞRESS
TELEPHONE NUMBER
SION.A,TURE

DATE

STONBD

-21-

EXI.NIB¡T ["I

SVIIA

App, { 26