JOINT STIPULATION AND [PROPOSED] ORDER CONCERNING PRODUCTION AND DESIGNATION OF CONFIDENTIAL DOCUMENTS PRIOR TO ENTRY OF PROTECTIVE ORDER

JON S. TIGAR, District Judge.

Plaintiffs Rearden LLC and Rearden MOVA LLC ("Plaintiffs") and Defendants Crystal Dynamics, Inc. and Square Enix, Inc. ("Defendants"), by and through their counsel of record, stipulate as follows:

WHEREAS, the Court has ordered that the case be divided into two tracks for discovery (Dkt. No. 103);

WHEREAS, the Court has ordered under Track 1 that Defendants produce contracts and documents containing Defendants' and/or third-parties' highly sensitive business and financial information by August 31, 2018;

WHEREAS, the parties filed a joint stipulation to enter a Protective Order for submission to the Court that has not yet been signed by the Court;

WHEREAS, the parties agree that confidentiality protections are needed for documents and things produced in the interim period before a Protective Order is submitted to, and entered by the Court;

NOW THEREFORE, for good cause, the parties stipulate as follows:

Any documents or things produced prior to entry of a Protective Order in this case may be designated by the producing party as "HIGHLY CONFIDENTIAL—OUTSIDE ATTORNEYS' EYES ONLY" and shall be treated as such by the receiving party or parties, that is, a receiving party may only disclose such designated materials (including information derived from the designated materials) to the receiving party's outside attorney(s) of record, as well as employees of said outside attorney(s) of record to whom it is reasonably necessary to disclose the information for this litigation. After the Court enters a Protective Order, the terms of that order shall be applied to any previously produced and designated documents or things. For purposes of track 1 of discovery in this case and only with respect to contracts produced pursuant to the Court's August 7, 2018 order for Track 1 as set forth therein, Steve Perlman is permitted to review such documents in counsel for the producing party's office at a mutually convenient date and time. Mr. Perlman agrees that he cannot take notes, photographs or make copies of said documents. Mr. Perlman also agrees to submit to the jurisdiction of the Court to enforce this stipulation in the event of a breach and will sign the undertaking attached hereto.

IT IS SO STIPULATED.

PURSUANT TO STIPULATION, IT IS SO ORDERED.

EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I, _____________________________ [print or type full name], of _________________ [print or type full address], declare under penalty of perjury that I have read in its entirety and understand the terms of this Stipulation and Stipulated Protective Order that was filed by the United States District Court for the Northern District of California on August 28, 2018 in Case No. 17-cv-04187-JST. I agree to comply with and to be bound by all the terms of this Stipulated Stipulation and August 28,2018 Protective Order and I understand and acknowledge that failure to so comply could expose me to sanctions and punishment in the nature of contempt. I solemnly promise that I will not disclose in any manner any information or item that is subject to this Stipulation or the August 28, 2018 Stipulated Protective Order to any person or entity except in strict compliance with the provisions of both.

I further agree to submit to the jurisdiction of the United States District Court for the Northern District of California for the purpose of enforcing the terms of this Stipulation and the August 28, 2018 Protective Order, even if such enforcement proceedings occur after termination of this action.

I hereby appoint __________________________ [print or type full name] of _______________________________________ [print or type full address and telephone number] as my California agent for service of process in connection with this action or any proceedings related to enforcement of this Stipulation or the August 28, 2018 Stipulated Protective Order.