STIPULATION FOR PROTECTIVE ORDER CONCERNING CONFIDENTIAL DOCUMENTS PRODUCED IN DISCOVERY

PAUL L. ABRAMS, Magistrate Judge.

This agreement is entered into by and between the undersigned attorneys on behalf of their respective clients, PA'SHA JONES; individually, and on behalf of other members of the general public similarly situated (collectively "Plaintiffs") and TWEEN BRANDS, INC. (collectively "Defendant").

Plaintiffs and Defendant (hereinafter "Parties") have or will request the production of certain documents for inspection and copying, and will take depositions in conjunction with discovery in this litigation.

These, documents and depositions could include sensitive, confidential and/or proprietary information and records including, but not limited to, employee personnel records, employee earnings records, sales figures, training materials, employee contact information, and employer manuals and procedures and policy manuals (hereinafter "Confidential Material").

Prejudice or harm could come to employees and former employees of Defendant if their personal and contact information is disclosed to third parties, and their rights of privacy under the California and federal constitutions could be jeopardized. Defendant could suffer harm to its business and competitive advantage if its sales figures, schedules, staffing plans, policies, proprietary training materials, and other confidential business information were disclosed to its competitors. A protective order is necessary to protect the interests of Plaintiffs and Defendant against dissemination of confidential and proprietary information.

Copies of Confidential Material, including portions of depositions and deposition transcripts and exhibits, will be marked "Confidential" on the document, or on the record at the deposition. For information produced in some form other than documentary and for any other tangible items, the party producing the material (the "Designating Party") shall affix in a prominent place on the exterior of the container or containers in which the information or item is stored the legend "Confidential." If timely corrected, an inadvertent failure to designate qualified information or items does not, standing alone, waive the Designating Party's right to secure protection under this Order for such material. Upon timely correction of a designation, the party receiving Discovery Material (the "Receiving Party") must make reasonable efforts to assure that the material is treated in accordance with the provisions of this order. "Discovery Material" means any information, document, tangible thing, response to discovery requests, deposition testimony or transcript, and any other similar materials or portions thereof.

Confidential documents and/or depositions, and deposition transcripts and exhibits, all copies thereof, and any summaries, charts or notes made therefrom, and any facts or information contained therein or derived therefrom, shall be disclosed only to the Court and/or to: (a) the parties; (b) counsel for the parties hereto and their agents, employees, paralegals, or other secretarial and clerical employees or agents; (c) experts or consultants retained by one or more of the parties to this action or their counsel, to assist in preparation of this action for trial; (d) deponents and their counsel; (e) stenographic reporters and videographers who are involved in depositions, the trial or any hearings or proceedings before the Court in this action; (f) witnesses at the trial of this action; and (g) the author or recipient of a document containing the information or a custodian or other person who otherwise possessed or knew the information.

No person authorized hereunder to view copies of Confidential Material, or to make notes therefrom, may disclose any portion of the subject matter or contents of either to any person not authorized hereunder. Experts, consultants, deponents, and witnesses shown Confidential Material must sign an acknowledgement, attached hereto as Exhibit A, agreeing to be bound by this Order.

If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Confidential Material to any person or in any circumstance not authorized under this Order, the Receiving Party must immediately (a) use its best efforts to retrieve all unauthorized copies of the Confidential Material, (b) inform the person or persons to whom unauthorized disclosures were made of all the terms of this Order, and (c) request such person or persons to execute the acknowledgement that is attached hereto as Exhibit A.

The Confidential Material, copies of any portion of the Confidential Material itself, and all notes arising from examination of said Confidential Material, as well as discussions of the contents therein, shall be used only in connection with the instant case, and shall not be used in connection with any other lawsuit or for any other purpose whatsoever, unless such Confidential Material is independently discovery in another proceeding. Within 180 days following the conclusion of this action the parties and their counsel, upon written request of the other party, shall destroy or return all Confidential Materials and provide notice to the other parties' attorneys of record. The conclusion of this action shall be deemed to be the later of (1) dismissal of all claims and defenses in this action, with or without prejudice; and (2) final judgment herein after the completion and exhaustion of all appeals, rehearings, remands, trials, or reviews of this action, including the time limits for filing any motions or applications for extension of time pursuant to applicable law. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if such materials contain Confidential Materials. Any such archival copies that contain or constitute Confidential Materials remain subject to this Protective Order.

This Protective Order is without prejudice to reconsideration by the Court as discovery continues.

The Parties may request that Confidential Material be filed under seal. However, any such request shall be subject to approval by the Court, for "compelling reasons," upon noticed motion, pursuant to Local Rule 79-5 and this Court's Standing Order, under the standards set forth in Kamakana v. Honolulu, 447 F.3d 1172, 1179 (9th Cir. 2006). Good cause to file under seat must be shown in the request.

Any Party may move the Court for relief from, or modification of, this order at any time, within the discovery period set by the present Judge Order and each Party reserves the right to contend in any such motion that documents produced by another Party and information contained therein are not confidential. Local 1 Rule 37 must be utilized. A Party does not waive its right to challenge a confidentiality designation by electing not to mount a challenge promptly after the original designation is disclosed. This stipulation does not constitute an admission as to the admissibility of any Confidential Material at trial.

In the event any third parties serve a subpoena or document request in other litigation to a party holding Confidential Material in this case, the party subject to the subpoena or document request will promptly notify the other party that produced the Confidential Material to allow that party to file objections or otherwise attempt to prevent disclosure of the Confidential Material to the third party, and will not produce the Confidential Material to the third party until legally required to do so.

The Parties agree to act in good faith in designating Confidential Material and agree not to use this Stipulation for any purpose other than as stated herein. The parties agree to make a good faith determination that any information designated "confidential" truly warrants protection under Rule 26(c) of the Federal Rules of Civil Procedure. Designations of material as "Confidential" must be narrowly tailored to include only materials for which there is good cause. The party designating material as "Confidential" must designate only those parts of material, documents, items, or oral or written communications that qualify, so that other portions of the material, documents, items, or communications for which protection is not warranted are not swept unjustifiably within the ambit of this Order.

EXHIBIT A

PA'SHA JONES; individually, and on behalf of other members of the general public similarly situated v. TWEEN BRANDS, INC., et al. — U.S. District Court, Central District of California, Case No. 2:14-CV-01631 ODW (PLAx)

ACKNOWLEDGEMENT

I, ____________________________ [print or type full name], declare under penalty of perjury that I have read in its entirety and understand the Stipulation for Protective Order that was issued by the United States District Court for the Central District of California in the case of PA'SHA JONES; individually, and on behalf of other members of the general public similarly situated v. TWEEN BRANDS, INC., et al., Case No. 2:14-CV-01631 ODW (PLAx). I agree to be bound by all the terms of the Stipulation for Protective Order in this case. I further agree to submit to the jurisdiction of the United States District Court for the Central District of California for the purpose of enforcing the terms of this Stipulation for Protective Order, even if such enforcement proceedings occur after termination of this action.