(1) STIPULATED AND PROTECTIVE ORDER

(2) PROPOSED ORDER; AND

(3) EXHIBIT A TO STIPULATED PROTECTIVE ORDER

[Assigned to Judge Margaret M. Morrow, CR 780]

PAUL L. ABRAMS, Magistrate Judge.

STIPULATED PROTECTIVE ORDER

WHEREAS, plaintiffs Justin Maghen and Shirley Ambers have propounded discovery to defendant Macy's West Stores, Inc. ("Macy's") that may require the disclosure of Macy's confidential and/or proprietary information, including but not limited to: policies and procedures, and other proprietary business information and trade secrets not otherwise available to such other parties or the public generally;

WHEREAS, the parties seek to facilitate the exchange of information and documents, which may be subject to confidentiality limitations;

WHEREAS, the issuance of a protective order is appropriate to protect, among other things, such confidential and/or proprietary information.

IT IS HEREBY STIPULATED AND AGREED by all parties in this consolidated action (the "Action"), through their undersigned counsel, that the following provisions shall govern documents and information produced in this Action:

1. Designated Material.

Any information or material produced or provided in the course of discovery in this litigation, including but not limited to documents, deposition testimony, transcripts (including but not limited to all copies, excerpts, and summaries thereof or materials derived therefrom), exhibits, interrogatory answers, and other written, electronically readable, recorded, graphic, or other tangible materials, and any motions, briefs, documents, or filings incorporating such material, which is marked "CONFIDENTIAL" shall be confidential and constitutes "Designated Material" under this Stipulated Protective Order.

2. Access to Designated Material.

This Stipulated Protective Order is designed to protect against unauthorized disclosure of Designated Material and to ensure that such Designated Material is used only for purposes of this Action. This Stipulated Protective Order does not preclude any party from showing or providing a copy of the Designated Material to any person who appears as an author, addressee, or recipient on the face of the Designated Material. Designated Material shall not Case 2:14-cv-05874-MMM-PLA Document 34-1 Filed 05/27/15 Page 3 of 8 Page ID #:133 otherwise be used or disclosed for any purposes whatsoever, except in connection with the trial of the Action (including any appeal), and may be disclosed only to the following persons:

(a) the named parties to this Action and their officers, directors and/or employees, and those employees employed as of the date the document was created who were in a position to have access to the document;

(b) the parties' counsel, including in-house counsel, and such counsel's legal associates, paralegals, secretaries, and offices' staffs;

(c) independent experts or consultants and their staff specifically retained to assist counsel in this Action, provided that any such experts or consultants shall, prior to any disclosure, execute an undertaking to be bound by this Stipulated Protective Order (in the form attached hereto as Exhibit A), which shall be maintained at the office of counsel retaining such expert or consultant and produced to opposing counsel at the earlier of the first designation of expert witnesses or the conclusion of the Action;

(d) third parties specifically retained by counsel for parties to this Action (or their legal associates and their offices' staffs) for copying or computer coding of documents, but only for such copying or computer coding purposes;

(e) the Court and court reporters; and

(f) any witness shown the document in a deposition or at the trial in this matter.

3. Copies of Designated Material.

Copies and extracts of Designated Material may be made by or for only those persons authorized by paragraph 2 to review such materials. All copies and extracts of Designated Material are subject to the provisions of this Stipulated Protective Order as though they were original Designated Material.

4. Custody of Designated Material.

All Designated Material shall be maintained in the custody of the parties' outside and/or in-house counsel, and no partial or complete copies thereof containing Designated Material shall be retained by anyone else at any location, except that independent experts and consultants may retain documents on a temporary basis for purposes of study, analysis, and preparation of the case.

5. Use Of Designated Materials In Proceedings.

(a) In the event any Designated Material, or information contained therein, is used in any trial, hearing, or other court proceeding in this Action or any appeal therefrom, said Designated Material shall not lose its confidential status through such use.

(b) Counsel shall confer with one another and the Court as appropriate on such procedures as are necessary to protect the confidentiality of any Designated Material used in the course of any such proceedings.

(d) To the extent permitted by a court, upon request by a party, any hearing which may refer to or describe Designated Material shall be held in camera.

6. No Prejudice.

This Stipulated Protective Order shall not diminish any existing obligation or right with respect to Designated Material.

7. Final Disposition.

Upon final termination of the Action and at the written request of the designating or producing person or party, all Designated Material and all copies thereof shall, within 30 days of such final termination, be destroyed or returned to counsel for the person that produced the material. This provision does not apply to the Court. However, counsel may retain pleadings, attorney and consultant work product, and depositions, for archival purposes. In the event that Designated Material is destroyed, the other party or its counsel shall certify in writing and under the penalty of perjury that all such Designated Material has been destroyed. In the event that Designated Material is returned, the other party or its counsel shall certify in writing and under the penalty of perjury that all such Case 2:14-cv-05874-MMM-PLA Document 34-1 Filed 05/27/15 Page 5 of 8 Page ID #:135 Designated Material has been returned and no copies remain.

8. Subpoenas Seeking Designated Material.

If any person that has obtained Designated Material in this Action receives a subpoena commanding the production of any such Designated Material, such person shall promptly notify the designating person/party of the service of the subpoena in order to afford the designating person/party an opportunity to object. The person receiving the subpoena shall not produce any Designated Material in response to the subpoena without either the prior written consent of the designating person/party, or a prior order of the Court in which the subpoena was served.

9. Improper Disclosure.

(a) The parties and their counsel shall have the duty to use reasonable care and precaution to protect the confidentiality of Designated Material. If Designated Material is disclosed to any person other than in the manner authorized by the terms herein, the party and person responsible for the disclosure must immediately bring all pertinent facts relating to such disclosure to the attention of the party producing such information and, without prejudice to any other rights of the designating person/party, make every effort to prevent further disclosure by it or by the person(s) to whom such information was disclosed.

(b) The parties agree that the unauthorized disclosure of Designated Material may cause irreparable injury to the non-breaching party and, accordingly, in the event of any breach or threatened breach of the provisions herein, the non-breaching party shall be entitled to seek immediate injunctive relief as allowed by law or equity. The decision by the non-breaching party to seek such injunctive relief will be without prejudice to any other rights or remedies, legal or equitable, which the non-breaching party might have in the event of such a breach or threatened breach, and neither the seeking by the non-breaching party of any such relief nor the obtaining by the non-breaching party of any other such relief will be a waiver or Case 2:14-cv-05874-MMM-PLA Document 34-1 Filed 05/27/15 Page 6 of 8 Page ID #:136 release of any of the non-breaching party's other rights or remedies in such event.

10. No Waiver.

Neither the taking of any action in accordance with the provisions of this Stipulated Protective Order, nor the failure to object hereto, shall be construed as a waiver of any claim or defense in this Action. This Stipulated Protective Order shall not be construed as a waiver of any right to object to the furnishing of information in response to discovery. Nothing herein shall be construed to affect in any way the admissibility of any document, testimony, or other evidence at the trial of this Action. Nothing contained in this Stipulated Protective Order shall be used or characterized by any party as an "admission" by a party opponent.

11. Inadvertent Production.

The inadvertent production of any privileged document or other information during discovery in this Action shall be without prejudice to any claim that such material is protected by privilege, and no party shall be held to have waived any rights by such inadvertent production. Upon written request by the inadvertently producing party or entity, the receiving party shall (i) return the original and all copies of such documents within ten (10) days of receiving the request, and (ii) shall not use such information for any purpose until further order of the Court. Any analyses, memoranda, or notes which were internally generated based upon such information must be destroyed.

12. Survival.

The binding effect of this Stipulated Protective Order shall survive termination of this Action and shall be binding upon the parties as a contract.

EXHIBIT A

The undersigned hereby acknowledges that he or she has read the Stipulated Protective Order in the above-captioned action; that he or she understands the terms thereof, that he or she agrees to be bound by its terms; and that he or she consents to the jurisdiction of the United States District Court for the Central District of California in all matters concerning the Protective Order and this Undertaking.