AGREED PROTECTIVE ORDER

JAMES P. O'HARA, Magistrate Judge.

The parties agree during the course of discovery it may be necessary to disclose certain confidential information relating to the subject matter of these actions. They agree certain categories of such information should be treated as confidential, protected from disclosure outside this litigation, and used only for purposes of prosecuting or defending this action and any appeals. The parties jointly request entry of a protective order to limit the disclosure, dissemination, and use of certain identified categories of confidential information.

The parties assert in support of their request that protection of the identified categories of confidential information is necessary because the parties may produce during the course of discovery documents and information containing confidential business, financial, personal health data and/or other documents that are subject to existing protective orders or other orders or rules prohibiting disclosure in the underlying litigation, In re Blue Cross Blue Shield Antitrust Litigation, Master File No. 2:13-cv-20000-RDP (N.D. Ala.) (the "Underlying Litigation"), and in Love v. Blue Cross Blue Shield Assoc., Case No. 03-cv-21296 (S.D. Fla.) (the "Love Action"). The parties wish to protect such information from disclosure, comply with existing court orders in those cases, and provide for confidentiality protections consistent with the orders in those cases in order to facilitate consensual production of any such documents in this case.

This Agreed Protective Order is based on the District of Kansas Model Protective Order. In general, the changes eliminate language that does not apply to the present case and add protections for confidential health information and information protected by orders issued by other courts. More specifically, to ensure compliance with the existing protective orders in the Underlying Litigation and Love in the event that documents from those cases are reproduced here, the parties have incorporated certain material provisions from those orders into the District of Kansas' Model Protective Order. In particular, the parties have included three levels of confidentiality — Confidential, Confidential — Attorneys' Eyes Only, and Confidential — Outside Counsel Only — because the Qualified Protective Order in the Underlying Litigation has these three levels and accordingly they are necessary in this case to ensure compliance with that court order, should documents from that litigation be reproduced here. The parties have also attached a copy of those protective orders as Exhibit 1 through 4. For good cause shown under Fed. R. Civ. P. 26(c), the court grants the parties' joint request and hereby enters the following Protective Order:

1. Scope. All documents and materials produced in the course of discovery of this case, including initial disclosures, responses to discovery requests, all deposition testimony and exhibits, and information derived directly therefrom (hereinafter, collectively, "documents"), are subject to this Order concerning Confidential Information, Highly Confidential Information — Attorneys' Eyes Only, and Highly Confidential Information — Outside Counsel Only (collectively, "Confidential Materials") as set forth below. As there is a presumption in favor of open and public judicial proceedings in the federal courts, this Order will be strictly construed in favor of public disclosure and open proceedings wherever possible. Discovery in this action may involve the production of documents containing trade secrets, confidential business, commercial or financial, information, and other information deemed confidential or protected pursuant to federal or state statute, administrative order, or court order, including but not limited to Confidential Health Information (as defined below) and other documents or information designated confidential pursuant to protective orders in the Underlying Litigation and/or the Love Action and discovery in this action may otherwise require disclosure of such information. This Order is subject to the Local Rules of this District and the Federal Rules of Civil Procedure on matters of procedure and calculation of time periods.

2. Definition of Confidential Information. As used in this Order, "Confidential Information" means information designated as "CONFIDENTIAL — SUBJECT TO PROTECTIVE ORDER" and is defined as information that the producing party designates in good faith has been previously maintained in a confidential manner and should be protected from disclosure and use outside the litigation because its disclosure and use are restricted by statute or could potentially cause harm to the interests of the disclosing party or nonparties. For purposes of this Order, the parties will limit their designation of "Confidential Information" to the following categories of information or documents:

3. Highly Confidential Information — Attorneys' Eyes Only. As used in this Order, "Highly Confidential Information — Attorneys' Eyes Only" means:

4. Any Highly Confidential information produced subject to this Order shall bear the designation "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY — SUBJECT TO PROTECTIVE ORDER."

5. Highly Confidential Information — Outside Counsel Only. As used in this order, "Highly Confidential Information — Outside Counsel Only" means:

6. Any Highly Confidential Information — Outside Counsel Only produced subject to this Order shall bear the designation "HIGHLY CONFIDENTIAL — OUTSIDE COUNSEL ONLY — SUBJECT TO PROTECTIVE ORDER."

7. Nothing in this Order shall (1) require the production of information produced in the Underlying Litigation or the Love Action that is prohibited from disclosure by any protective order issued in those matters, including but not limited to information from Non-Party Designating Entities; (2) supersede, diminish or waive any protection applicable to information produced in the Underlying Litigation or the Love Action that is subject to any protective order issued in those matters; or (3) constitute a waiver by any party to this dispute of any objection or position as to the production or introduction into evidence of information from the Underlying Litigation or the Love Action in this matter.

8. Information or documents that are available to the public may not be designated as Confidential Materials.

9. Form and Timing of Designation. The producing party may designate documents as containing Confidential Material and therefore subject to protection under this Order by marking or placing the words "CONFIDENTIAL — SUBJECT TO PROTECTIVE ORDER," "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY — SUBJECT TO PROTECTIVE ORDER," or "HIGHLY CONFIDENTIAL — OUTSIDE COUNSEL ONLY — SUBJECT TO PROTECTIVE ORDER" (hereinafter, "the marking") on the document and on all copies in a manner that will not interfere with the legibility of the document. As used in this Order, "copies" includes electronic images, duplicates, extracts, summaries, or descriptions that contain the Confidential Material. The marking will be applied prior to or at the time the documents are produced or disclosed. Applying the marking to a document does not mean that the document has any status or protection by statute or otherwise except to the extent and for the purposes of this Order. Copies that are made of any designated documents must also bear the marking, except that indices, electronic databases, or lists of documents that do not contain substantial portions or images of the text of marked documents and do not otherwise disclose the substance of the Confidential Material are not required to be marked. By marking a designated document as confidential, the designating attorney or party appearing pro se thereby certifies that the document contains Confidential Material as defined in this Order.

10. Inadvertent Failure to Designate. Inadvertent failure to designate any document or material as containing Confidential Material will not constitute a waiver of an otherwise valid claim of confidentiality pursuant to this Order, so long as a claim of confidentiality is asserted within 5 business days after discovery of the inadvertent failure. If a party designates a document as "Confidential" information, "Highly Confidential-Attorneys' Eyes Only" information, or "Highly Confidential-Outside Counsel Only" information after it was initially produced, the receiving party, on notification of the designation, must make a reasonable effort to assure that the document is treated in accordance with the provisions of this Order. No party shall be found to have violated this Order for failing to maintain the confidentiality of material during a time when that material has not been designated Confidential Material, even where the failure to so designate was inadvertent and where the material is subsequently designated "Confidential" information, "Highly Confidential-Attorneys' Eyes Only" information, or "Highly Confidential-Outside Counsel Only" information.

11. Depositions. Unless all parties agree on the record at the time the deposition testimony is taken, all deposition testimony taken in this case shall be treated as "Confidential" information until the expiration of the following: No later than the fourteenth day after the final transcript is delivered to any party or the witness, and in no event later than 60 days after the testimony was given. Within this time period, a party may serve a Notice of Designation to all parties of record as to specific portions of the transcript that are designated "Confidential" information, "Highly Confidential-Attorneys' Eyes Only" information, or "Highly Confidential-Outside Counsel Only" information and thereafter only those portions identified in the Notice of Designation shall be protected by the terms of this Order. The failure to serve a timely Notice of Designation shall waive any designation of testimony taken in that deposition as Confidential Material, unless otherwise ordered by the Court.

12. Protection of Confidential Materials.

13. Filing of Confidential Material. If a party seeks to file any document containing Confidential Material subject to protection under this Order, that party must take appropriate action to ensure that the document receives proper protection from public disclosure, such as: (a) filing a redacted document with the consent of the party who designated the document as confidential; or (b) seeking permission to file the document under seal by filing a motion for leave to file under seal in accordance with D. Kan. Rule 5.4.6. Nothing in this Order will be construed as a prior directive to allow any document to be filed under seal. The mere designation of information as confidential pursuant to this Order is insufficient to satisfy the court's requirements for filing under seal in light of the public's qualified right of access to court dockets. The parties understand that the requested documents may be filed under seal only with the permission of the court after proper motion. If the motion is granted and the requesting party permitted to file the requested documents under seal, only counsel of record and unrepresented parties will have access to the sealed documents. Pro hac vice attorneys must obtain sealed documents from local counsel.

14. Challenges to a Confidential Material Designation. The designation of any material or document as Confidential Material is subject to challenge by any party. Before filing any motion or objection to a confidential designation, though, the objecting party must meet and confer in good faith to resolve the objection informally without judicial intervention. In conferring, the challenging party must explain the basis for its belief that the confidentiality designation was not proper and must give the designating party an opportunity to review the designated material, to reconsider the designation, and, if no change in designation is offered, to explain the basis for the designation. The designating party must respond to the challenge within five (5) business days. A party that elects to challenge a confidentiality designation may file a motion that identifies the challenged material and sets forth in detail the basis for the challenge; the parties are strongly encouraged to consider arranging a telephone conference with the undersigned magistrate judge before filing such a motion, but such a conference is not mandatory. The burden of proving the necessity of a confidentiality designation remains with the party asserting confidentiality. Until the court rules on the challenge, all parties must continue to treat the materials as Confidential Material under the terms of this Order.

15. Action by the Court. Applications to the Court for an order relating to materials or documents designated as Confidential Material shall be by motion. Nothing in this Order or any action or agreement of a party under this Order limits the Court's power to make orders concerning the disclosure of documents produced in discovery or at trial.

16. Use of Confidential Material at Trial or Hearing. Nothing in this Order will be construed to affect the use of any document, material, or information at any trial or hearing. A party that intends to present or anticipates that another party may present Confidential Material at a hearing or trial must bring that issue to the attention of the court and the other parties without disclosing the Confidential Material. The court may thereafter make such orders as are necessary to govern the use of such documents or information at the hearing or trial.

17. Obligations on Conclusion of Litigation.

18. Order Subject to Modification. This Order is subject to modification by the court on its own motion or on motion of any party or any other person with standing concerning the subject matter. The Order must not, however, be modified until the parties have been given notice and an opportunity to be heard on the proposed modification.

19. Enforcement of Protective Order. Even after the final disposition of this case, a party or any other person with standing concerning the subject matter may file a motion to seek leave to reopen the case for the limited purpose of enforcing or modifying the provisions of this Order.

20. No Prior Judicial Determination. This Order is entered based on the representations and agreements of the parties and for the purpose of facilitating discovery. Nothing in this Order will be construed or presented as a judicial determination that any document or material designated as Confidential Material by counsel or the parties is entitled to protection under Fed. R. Civ. P. 26(c) or otherwise until such time as the court may rule on a specific document or issue.

21. Persons Bound by Protective Order. This Order will take effect when entered and is binding upon all counsel of record and their law firms, the parties, and persons made subject to this Order by its terms.

22. Applicability to Parties Later Joined. If additional persons or entities become parties to this lawsuit, they must not be given access to any Confidential Material until they execute and file their written agreement to be bound by the provisions of this Order.

23. Protections Extended to Third Party's Confidential Material. The parties agree to extend the provisions of this Protective Order to Confidential Material produced in this case by third parties, if timely requested by the third party.

24. Confidential Material Subpoenaed or Ordered Produced in Other Litigation. If a receiving party is served with a discovery request, subpoena or an order issued in other litigation that would compel disclosure of any material or document designated in this action as Confidential Material, the receiving party must so notify the designating party, in writing, immediately and in no event more than three business days after receiving the subpoena or order. Such notification must include a copy of the discovery request, subpoena or court order.

The receiving party also must immediately inform in writing 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 the subject of this Order, and deliver a copy of this Order promptly to the party in the other action that caused the subpoena to issue.

The purpose of imposing these duties is to alert the interested persons to the existence of this Order and to afford the designating party in this case an opportunity to try to protect its Confidential Material in the court from which the discovery request, subpoena or order issued. The designating party bears the burden and the expense of seeking protection in that court of its Confidential 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. The party subject to a discovery request or subpoena shall not produce or disclose the requested Confidential Material absent the written consent of the party or third party whose Confidential Material is sought or if a court of competent jurisdiction orders the production. The obligations set forth in this paragraph remain in effect while the party has in its possession, custody, or control Confidential Material designated by the other party to this case or a third party.

25. Disclosure of Confidential Material Covered by Attorney-Client Privilege, Work Product, or Joint Defense Privilege or Protection. Whether inadvertent or otherwise, the disclosure or production of any information or document that is subject to an objection on the basis of attorney client privilege, work product protection, or joint defense privilege or protection, including, but not limited to, information or documents that may be considered Confidential Material under the Protective Order, will not be deemed to waive a party's claim to its privileged or protected nature or estop that party or the privilege holder from designating the information or document as attorney client privileged, subject to the work-product doctrine, or as joint defense privileged or protected at a later date. Any party receiving any such information or document must return it upon request to the producing party. Upon receiving such a request as to specific information or documents, the receiving party must return the information or documents to the producing party within 5 days, regardless of whether the receiving party agrees with the claim of attorney-client privilege, work product protection, and/or joint defense privilege or protection, and shall expunge from any other document any portions which contain or reflect the contents of the produced privileged or protected item. Disclosure of the information or document by the other party prior to such later designation will not be deemed a violation of the provisions of this Order. The party returning such item may then move the Court for an order compelling production of the material, but that said party shall not assert as a ground for entering such an order the fact (or circumstance) of the production. Although the provisions of this section constitute an order pursuant to Rule 502(d) and (e) of the Federal Rules of Evidence, and will be construed in a manner consistent with the maximum protection provided by said rule, nothing in this Order is intended or will be construed to limit a party's right to conduct a review of documents, including electronically-stored information, for relevance, responsiveness, or segregation of privileged or protected information before production.

IT IS SO ORDERED.

ATTACHMENT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

The undersigned hereby acknowledges that he/she has read the Protective Order dated _______________ in the case captioned, _________________________________, and attached hereto, understands the terms thereof, and agrees to be bound by its terms. The undersigned submits to the jurisdiction of the United States District Court for the District of Kansas in matters relating to this Protective Order and understands that the terms of the Protective Order obligate him/her to use materials designated as Confidential Material in accordance with the order solely for the purposes of the above-captioned action, and not to disclose any such Confidential Material to any other person, firm, or concern, except in accordance with the provisions of the Protective Order.

The undersigned acknowledges that violation of the Protective Order may result in penalties for contempt of court.

ATTACHMENT B

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND UNDERTAKING OF CONSULTANT OR EXPERT ___________________

I, [insert person's name], state the following under penalties of perjury as provided by law:

I have been retained by _____________ in connection with this case. I will be receiving Confidential Material that is covered by the AGREED CONFIDENTIALITY ORDER (the "Order") dated _________. I have read the Order and understand that the Confidential Material is provided pursuant to the terms and conditions therein.

I agree to be bound by the Order. I agree to use the Confidential Material solely for purposes of this case. I understand that neither the Confidential Material nor any notes concerning that information may be disclosed to anyone that is not bound by the Order. I agree to return the Confidential Material and any notes concerning that information to the attorney for ______________________ or to destroy the information and any notes at that attorney's request.

I will not use any Confidential Material or any information or knowledge derived from Confidential Information for any purpose unrelated to this Litigation, including, but not limited to, assisting any entity in any way in connection with any commercial or business endeavor, relationship or negotiation with any of the Defendants at any time or in connection with assisting any person or entity that seeks to compete with any Defendant in any market.

I have not been determined by a court or other competent tribunal to have violated the terms of a protective order in any other litigation.

I submit to the jurisdiction of the Court that issued the Order for purposes of enforcing that Order. I hereby release any objections I might have to that Court's jurisdiction over me or to the propriety of venue in that Court.

QUALIFIED PROTECTIVE ORDER

This matter is before the court on the Parties' joint motion for entry of an agreed Protective Order. (Doc. # 546). The court has determined that the Proposed Protective Order should be entered. Therefore, the Motion (Doc. # 546) is GRANTED. Discovery in the above-captioned litigation ("Proceeding") SHALL be governed by the following Qualified Protective Order ("Protective Order"), which amends the terms of the Protective Order entered by the court on December 17, 2013.

The Parties shall serve a copy of this Order simultaneously with any discovery request made to a third party.

The terms of this Protective Order are as follows:

1. Applicability. This Protective Order is applicable to all plaintiffs and defendants, any additional parties joined in this Proceeding (collectively, the "Parties"), and any third-parties required to respond to discovery in this Proceeding, for the sole purpose of facilitating discovery in the Proceeding and protecting the confidentiality and other interests of the Parties and third-parties throughout the course of this Proceeding including, but not limited to, trial. This Order authorizes the disclosure of information protected by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), including all applicable regulations and guidance issued by the Secretary of the United States Department of Health and Human Services (collectively, the "HIPAA Rules"), including specifically 42 C.F.R. Part 2 and 45 C.F.R. §§ 164.512(e)(1)(ii)(B), 164.512(e)(1)(v), as well as all state laws and regulations regarding the privacy and security of personal information (collectively with the HIPAA Rules, the "Privacy and Security Rules"). This Order constitutes a Qualified Protective Order, as that term is defined in the Privacy and Security Rules. The parties are expressly prohibited from using or disclosing information protected by the Privacy and Security Rules obtained pursuant to this Order for any purpose other than this Action. Protections against the loss of any Attorney-Client Privilege, Work Product Protection or any other privilege or immunity are set out in a separate Protective Order under Fed. R. Evid. 502(d) Regarding Disclosure of Information Subject to Attorney-Client Privilege or Work Product Protection (Doc. 139).

2. Scope of Use. All "Confidential," "Confidential-Attorneys' Eyes Only," and "Confidential-Outside Counsel Only" information produced or exchanged in the course of this Proceeding shall be used solely for the purpose of prosecuting or defending this Proceeding, including mediation, trial preparation, trial, and appeal, and for no other purpose whatsoever and shall not be disclosed to any person except in accordance with the terms of this Protective Order.

3. Designation of Information. Any document, data, testimony, interrogatory answer, response to a request to admit, exhibit, and other information produced, served or otherwise disclosed to or by any Party or third party during the Proceeding as "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential-Outside Counsel Only" (collectively "Confidential Material") shall be in the manner that is consistent with the definitions and procedures set forth in this Protective Order. Documents previously produced shall be retroactively designated by notice in writing by Bates number or such other means that will allow for the identification of such documents. The inadvertent failure by a Party or third party to designate specific documents or materials as containing Confidential Material shall not be deemed a waiver in whole or in part of a claim of confidentiality as to such documents or materials. Upon notice to each Party of such failure to designate, each Party shall cooperate to restore the confidentiality of the inadvertently disclosed information.

a. "Confidential" Designation. A Party or third party may designate as "Confidential" any Confidential Material that it reasonably and in good faith believes contains any trade secret, other personal information of any Party or third party, or other confidential research, development, or commercial information, as referenced in Fed. R. Civ. P. 26(c)(1)(G), provided that the confidentiality has been subject to efforts to maintain confidentiality that are reasonable under the circumstances.

b. "Confidential-Attorneys' Eyes Only" Designation. A Party may designate as "Confidential-Attorneys' Eyes Only" any Confidential Material that it reasonably and in good faith believes is of such a commercially or competitively sensitive nature that disclosure to persons other than those listed in paragraph 12 could reasonably be expected to result in injury.

c. "Confidential-Outside Counsel Only" Designation. A Party may designate as "Confidential-Outside Counsel Only" any Confidential Material that it reasonably and in good faith believes is of such a commercially or competitively sensitive nature that disclosure to persons other than those listed in paragraph 13 could reasonably be expected to result in injury.

4. Confidential Health Information. The Parties desire to ensure the privacy of patient/insured/member medical records, patient/insured/member claims information, and other information that the Parties have determined might contain sensitive personal health information ("Confidential Health Information"). Confidential Health Information is intended to encompass any patient health information protected by any state or federal law, including, but not limited to, "Protected Health Information," as defined below, and agree that any Confidential Health Information shall be deemed "Confidential" and any such information concerning a third party shall be deemed "Confidential—Attorneys' Eyes Only" and, as such, subject to the terms of this Protective Order.

a. Protected Health Information. Protected Health Information, as used herein, has the same scope and definition as set forth in 45 C.F.R. §160.103. Without limiting the generality of the foregoing, Protected Health Information includes, but is not limited to, health information, including demographic information, relating to: the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual, which identifies or reasonably could be expected to identify the individual. It also includes, but is not limited to, medical bills, claims forms, charges sheets, medical records, medical charts, test results, notes, dictation, invoices, itemized billing statements, remittance advice forms, explanation of benefits, checks, notices, and requests, and includes all notes, summaries, compilations, extracts, abstracts or oral communications that are based on or derived from Protected Health Information, regardless of form or format. Protected Health Information also includes information that contains the following identifiers of a patient/insured/member or of a relative, employer, or household member of a patient/insured/member:

"Confidential Health Information" does not include any document or information in which the producing Party has redacted the identifiers listed above and does not have actual knowledge that the information could be used alone or in combination with other information to identify an individual who is the subject of the information. A producing Party may, but is not required to, perform such redactions before producing documents that originally contained "Confidential Health Information" so long as the redactions do not result in prejudice to another Party.

b. Safeguards for Confidential Health Information. The Parties also seek to ensure that any person who receives and stores Confidential Health Information in connection with this Proceeding will develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to preserve the privacy, integrity, and confidentiality of any Confidential Health Information, and to prevent unpermitted use or disclosure of any Confidential Health Information they may receive from any person in connection with this Proceeding. At a minimum, all Parties and persons or entities who might receive Confidential Health Information (including all signatories to Appendix A or B of this Order) agree that they will (1) comply with the Privacy and Security Rules; (2) establish contractual controls that require any vendors, experts, or third parties that might receive Confidential Health Information to comply with the Privacy and Security Rules; and (3) undertake due diligence to verify that the privacy and security protections of any such vendors, experts, or third parties comply with the Privacy and Security Rules. Confidential Health Information will be securely destroyed,1 deleted, or returned pursuant to the provisions of paragraph 22 below.

5. Document Production and Exhibits.

a. Documents. Documents containing Confidential Material, and any copies thereof, shall be designated as such by including a legend of "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential-Outside Counsel Only" on each page as to which confidentiality is claimed. Said legend shall be made so as not to obscure any of the Confidential Material's content.

b. ESI. With respect to any Confidential Material that is produced as electronically stored information ("ESI") and that is not susceptible to the imprinting of a stamp signifying its confidential nature, the producing Party may label the production media "Confidential," "Confidential—Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" and/or alter the file name of the native ESI to include "Conf." or "Atty.Only" or "OutsideCounsel" and shall inform all recipients in writing of the designation at the time that Confidential Material is produced; otherwise, the ESI shall be marked with the legend as provided in paragraph 5(a) above. Whenever any ESI is reduced to a hard-copy document, such copy shall be marked with the legend as provided in paragraph 5(a) above.

6. Production or Disclosure of Information. Any Party or third party may designate documents and ESI that is exchanged, whether in response to formal or informal requests, as "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential-Outside Counsel Only" by (a) including a statement that such information is "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" in the answer or response or (b) designating such information as "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential-Outside Counsel Only" thereafter as provided in this Protective Order. A legend of "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" shall also be included on each page as to which confidentiality is claimed.

7. Depositions. A deposition or portion thereof may be designated as "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" by making that designation on the record during the deposition or by denominating by page and line those portions of the deposition which are to be considered "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" within forty-five (45) days of receiving the transcript and exhibits and so informing all Parties of the designation. Until the forty-five-day period has passed, the deposition transcript shall be treated as "Confidential—Attorneys' Eyes Only." If testimony is orally designated as "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only" during the course of a deposition, the court reporter shall transcribe the pages so designated in a separate volume marked "CONFIDENTIAL" or "CONFIDENTIAL-ATTORNEYS' EYES ONLY" or "CONFIDENTIAL— OUTSIDE COUNSEL ONLY." Any portion of a deposition so designated, or separately bound, shall not be filed with the court, except in accordance with paragraph 9 of this Protective Order. Notwithstanding the above, when notified to do so, persons attending depositions, other than the witness and his or her outside counsel provided that the witness and his or her outside counsel have signed the appropriate Attachment to this Protective Order, must leave the room before any discussion of any Confidential Material, or any excerpts, summaries, or information derived therefrom, that the person is not entitled to review under this Protective Order.

8. Documents Produced by Third-Parties. With respect to any document or ESI or other material that is produced or disclosed by any third party without a designation of "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential—Outside Counsel Only," any Party may designate such material as Confidential Material within thirty (30) days of actual knowledge of the production or disclosure of the material, or such other time as may be agreed upon by the Parties.

a. Parties may designate such material by sending written notice of a designation to all other Parties in possession or custody of such previously undesignated material. The designating Party shall either provide the Bates number(s) of the material in the written notice or provide a copy of the designated material bearing the appropriate legend. Within thirty (30) days of receipt of such notice, or such other time as may be agreed upon by the Parties, any Parties receiving such notice or copy of the designated material pursuant to this subparagraph shall return to the designating Party all undesignated copies of such material in their custody or possession, shall inform the designating Party that all undesignated copies of such material in their custody or possession have been discarded, or shall affix the legend to all copies of such designated material in their custody or possession.

b. Upon notice of designation pursuant to this Paragraph, the Parties also shall: (i) make no further disclosure of such designated material or information contained therein, except as allowed under this Order; (ii) take reasonable steps to notify any persons who were provided copies of such designated material of the terms of this Order; and (iii) take reasonable steps to reclaim any such designated material in the possession of any person not permitted access to such information under the terms of this Order.

c. No Party shall be deemed to have violated this Order for the sole reason that such material has been disclosed or used in a manner inconsistent with the subsequent designation, prior to notification of the subsequent designation.

9. Documents Generated During Suit. All pleadings, motions, memoranda, briefs, deposition transcripts, discovery requests and responses, exhibits, and other documents that produce, quote, paraphrase, summarize, or otherwise contain information from Confidential Material, if filed with the court, shall either be redacted from the court filing (either by redacting the relevant text of the submission or redacting the entirety of any exhibit that has been designated as Confidential Material) or may be filed under seal pursuant to the rules governing sealed documents, as set forth in CM/ECF procedures of the United States District Court for the Northern District of Alabama. No separate permission needs to be sought regarding the redaction of public filings or the filing of any such submissions under seal. Any Party shall have the right to seek a judicial determination, post-filing, of whether any Confidential Material should remain under seal, after following the process for challenging designations set forth in paragraph 16. Any courtesy copies served on the court shall be unredacted and complete, and shall be filed in an envelope labeled with the caption of the suit, a reference to the corresponding document number on file with the court, and marked "Filed Under Seal" along with the words "Confidential," "Confidential-Attorneys' Eyes Only," or "Confidential-Outside Counsel Only" and the following statement:

10. Restrictions on Use of Confidential Material. Except as agreed by the designating Party or its counsel or as otherwise provided herein, Confidential Material, and any excerpts, summaries, or information derived therefrom:

a. shall be maintained in confidence;

b. may be disclosed only to persons entitled to access thereto under the terms of this Protective Order;

c. shall be used by such persons to whom it is disclosed only for the purposes of prosecuting or defending this Proceeding, including appeals, and for no other purpose; and

d. may be photocopied or otherwise reproduced only as reasonably necessary for this Proceeding; and

e. will be securely destroyed or returned at the conclusion of this Proceeding pursuant to the provisions of paragraph 22 below.

Nothing herein shall prevent disclosure beyond the terms of this Protective Order if the Party or third party designating the information as Confidential Material consents in writing to such disclosure of its designated material. Nothing herein prevents the use of Confidential Material, in the examination or cross-examination in this Proceeding of any person who is indicated on the documents as being an author, source, or bona fide recipient, or who is reasonably expected to possess knowledge of the information discussed in the document, or the designated representative of any person who has been tendered to testify about matters of or concerning the Confidential Material designated "Confidential," irrespective of which Party or third party produced such information.

11. Authorized Users of "Confidential" Material. Except as agreed in writing by the designating Party or as otherwise provided herein, information designated "Confidential" subject to this Protective Order, or extracts, summaries, or information derived therefrom, shall not be disclosed or shown to any person except the following:

a. In-house counsel for any Party engaged in the litigation of this Proceeding and the employees and personnel who work with such attorneys to whom it is necessary that the material be shown for purposes of this Proceeding.

b. Outside counsel for any Party engaged in the litigation of this Proceeding and the employees and personnel who work with such attorneys to whom it is necessary that the material be shown for purposes of this Proceeding. For purposes of this Proceeding, counsel of record for California Physicians' Service d/b/a Blue Shield of California shall be deemed outside counsel.

c. Any individual Party, as well as employees or former employees of a corporate Party engaged in assisting that Party's attorneys in the conduct of this Proceeding, or a member of a putative Class who is a client of and actively engaged in assisting Plaintiffs' counsel, to the extent reasonably necessary to enable the attorneys for that Party or client to render professional services in the Proceeding. Confidential Materials will not be disclosed to a former employee until that employee has signed and delivered to counsel for the Party that is the former employer a statement in the form annexed hereto as Attachment A. Confidential Materials will not be disclosed to an individual member of a putative Class or an individual representative of any corporate entity that is a member of a putative Class until that person has signed and delivered to counsel for the Plaintiffs a statement in the form annexed hereto as Attachment A.

d. An "Independent Expert," after such Independent Expert has signed and delivered to counsel for the Party who provided the Confidential Material to the Independent Expert a statement in the form annexed hereto as Attachment B. An Independent Expert means an individual expert and/or individual independent consultant retained or employed to advise or assist counsel in prosecuting or defending claims between the Parties. Any person who is currently an employee of a Party or any non-Party entity that is a provider of healthcare financing administration or insurance cannot be retained as an Independent Expert or continue to serve as an Independent Expert. In addition, an Independent Expert cannot, during the course of this litigation, (a) be involved in or provide advice concerning negotiations of a contract related to reimbursement for healthcare services between any hospital or healthcare system and a Defendant opposite a Party whose Confidential Information the Independent Expert has reviewed, and which information is likely to provide an identifiable strategic advantage in contract negotiations, or (b) provide advice concerning product design, pricing and market penetration for any non-Party provider of healthcare financing administration or insurance; provided that these limitations on who can serve as an Independent Expert do not apply (i) to a person who is a consultant or independent contractor only in connection with litigation, disputes that may result in litigation, or matters that may involve government agencies; or (ii) to a person as to whom all Defendants agree to such retention.

To the extent that an expert serving as an Independent Expert during the course of this litigation ceases to meet the criteria for Independent Experts set forth in this paragraph, the expert can no longer serve in the capacity of an Independent Expert retained or employed to advise or assist counsel in prosecuting or defending claims between the Parties. Any person who was entitled to view confidential materials solely as an Independent Expert, notwithstanding the fact that he or she is no longer serving as an Independent Expert in this litigation, is still bound by the provisions (a) and (b) in paragraph 11(d) until the conclusion of this proceeding, or until four years after the Expert has last reviewed Confidential Materials, whichever is earlier. An Independent Expert, or a Party acting on his or her behalf, may seek relief from the court (or the Magistrate or Special Master if so Ordered) from the provisions (a) and (b) of paragraph 11(d) at any time. In addition, before showing an Independent Expert certain Confidential Materials, a Party may seek a ruling that the specific Confidential Materials may be reviewed by the Independent Expert without making the Independent Expert in violation of the restrictions contained in provisions (a) and (b) of paragraph 11(d). A Party is entitled to seek this relief from the court without disclosing the identity of the Independent Expert to the Opposing Party(ies). The request should identify the specific Confidential Materials proposed to be reviewed and provide reasonable specificity about the role and expertise of the Independent Expert with respect to the limitations provided in provisions (a) and (b) of paragraph 11(d). All Parties will have the opportunity to oppose such a request; however, they will not be entitled to learn information about the identity of the Independent Expert prior to disclosure of such expert pursuant to the Federal Rules of Civil Procedure. The court or its appointed representative, if necessary to the disposition, may ask for, or receive, information about the proposed Independent Expert's identity in camera.

e. A Party's outside service-providers and consultants regarding document and ESI processing, hosting, review, and production, which includes any e-Discovery consultants and trial consultants provided such persons have signed and delivered to counsel for the Party retaining the outside service-provider a statement in the form annexed hereto as Attachment A.

f. A deponent who is the author, bona fide recipient, or is reasonably expected to possess knowledge of the information discussed in the document, but only in connection with the preparation for or during the course of a noticed deposition in this matter, and provided that the deponent has executed an appropriate agreement to be bound by this Protective Order. A deponent, by virtue of that status alone, shall not be entitled to access or view any Confidential Material that they cannot otherwise access or view under the other provisions of this Protective Order.

g. A court reporter and videographer in connection with the course of a deposition in this matter, provided that such persons have signed the appropriate attachment(s) to this Protective Order.

h. The court, other court officials (including court reporters), and the trier of fact pursuant to a sealing order.

12. Authorized Users of "Confidential-Attorneys' Eyes Only" Material. Except as agreed in writing by the designating Party or as otherwise provided herein, no information that is designated "Confidential-Attorneys' Eyes Only" pursuant to this Protective Order, or extracts or summaries therefrom, shall be disclosed or shown to any person except those persons listed in paragraphs 11(a), (b), (d), (e), (f), (g) and (h).

13. Authorized Users of "Confidential-Outside Counsel Only" Material. Except as agreed in writing by the designating Party or as otherwise provided herein, no "Confidential-Outside Counsel Only" Material subject to this Protective Order, or extracts or summaries therefrom, shall be disclosed or shown to any person except those persons listed in paragraphs 11(b), (d), (e), (f), (g) and (h). Nevertheless, upon a request from any Party, a designating Party may, at its own discretion, agree in writing to disclose or show its own designated "Confidential—Outside Counsel Only" material to the persons listed in paragraph 11(a).

14. Use of "Confidential-Attorneys' Eyes Only" Materials and "Confidential-Outside Counsel Only" Materials at Depositions. With respect to deponents:

a. A deponent can only be shown "Confidential—Attorneys' Eyes Only" and/or "Confidential—Outside Counsel Only" materials during the preparation for or course of a deposition if the deponent is the author or bona fide recipient of the materials, or is reasonably expected to possess knowledge of the information discussed in the materials.

b. The restrictions on the use of "Confidential-Attorneys' Eyes Only" and/or "Confidential-Outside Counsel Only" Materials with a deponent do not apply to use of a Party's own so-designated Materials with its directors, officers, employees or retained experts of that Party who are being deposed.

15. Disclosure to Unauthorized Persons. If counsel for a Party wishes to disclose Confidential Material subject to this Protective Order, or extracts, summaries, or information derived therefrom, to any person not designated in paragraphs 11-13 above, they must proceed in the following manner: the names of the person(s) to whom the Confidential Material is to be disclosed and a description of the Confidential Material to be disclosed to such person(s) shall be provided in writing to lead counsel for all Parties twenty-one (21) days in advance of disclosure to afford counsel an opportunity to object to disclosure. If no objection is made within the twenty-one (21) day period, disclosure to such named person(s) may be made after the expiration of the twenty-one (21) day period. If an objection is made within the twenty-one (21) day period, the Party proposing the disclosure must seek an order from the court to allow the proposed disclosure, and the Confidential Material shall not be disclosed pending a decision by the court on that motion, unless the objection is withdrawn. Any person who becomes authorized to receive Confidential Material pursuant to this paragraph (whether such authorization arises from the lack of an objection or from the court's ruling on a motion for disclosure) shall, prior to the receipt of Confidential Material, execute and deliver to the Party who produced or designated the Confidential Material a statement in the form annexed hereto as Attachment A. Disclosures made to all persons to whom disclosures are permitted pursuant to this paragraph shall be made subject to and in accordance with the terms of this Protective Order. To the extent that a Party or their counsel receives a discovery request or subpoena in another case for Confidential Materials of any Party or third party, such Party shall notify counsel for the Party, third party, and/or designating party whose material is sought in writing within five (5) business days of the receipt of such request or subpoena or otherwise within a reasonable time that allows the Party or third party whose Confidential Material is sought to seek to protect it from disclosure. The Party subject to such discovery request or subpoena shall not produce or disclose the requested Confidential Materials absent the written consent of the Party or third party whose Confidential Material is sought or if a court of competent jurisdiction orders the production.

16. Challenging Designation. If any Party reasonably and in good faith believes that any Confidential Material has been misclassified under this Protective Order, is not properly subject to the confidentiality designation assigned to it, or should not be subject to this Protective Order, that Party must notify the designating Party or third party in writing and provide a description of the Confidential Material (to include a Bates number identifier for each individual item for which a designation challenge is made), and a concise statement of the basis for the challenge as to each individual document or other item so-identified, which the objecting Party believes should be released from some or all of the constraints of this Protective Order, and serve copies of such notice to all other Parties and the producing third party if applicable. Counsel shall confer in good faith in an effort to resolve any dispute concerning such designation. To facilitate efficient discussions and encourage non-judicial resolution, Plaintiffs and Defendants shall identify "Liaison Counsel" for each side to assist with the coordination of all such meet and confers. If the objection cannot be resolved by agreement within thirty (30) days from the date of service of the written objection, any Party may move the court for a determination as to whether the designation is appropriate. The burden of establishing the appropriate level of confidentiality shall be on the Party making the designation. The protection of the Confidential Material afforded by the Protective Order shall continue as originally designated until the court issues an order on the motion.

17. Use of Confidential Material at Trial. Confidential Material, or extracts, summaries, or information derived therefrom, retain confidential status even if used in this Proceeding, including at trial. The Party using Confidential Material shall take all reasonable steps to maintain confidentiality of the Confidential Material during such use by redacting documents or testimony to the extent possible, requesting that the court seal any transcript or exhibits with respect to the Proceeding, or moving for the sequestration of unauthorized persons. If Confidential Material has been marked as such because it contains Confidential Health Information, the Parties agree that, in lieu of the above procedures, the Party wishing to use the Confidential Material at any stage in this Proceeding, including in papers filed with the court, mediation, trial preparation, trial, and appeal, will properly redact the documents pursuant to the HIPAA de-identification standard set forth at 45 C.F.R. § 164.514(b)(2) and in accordance with paragraph 4(a) above, and a neutral, non-identifying patient indicator, consistent with 45 C.F.R. § 164.514(c), will be used to refer to the patient in the materials, documents, or information at issue.

18. No Waiver. Production pursuant to this Protective Order shall not be deemed a waiver of:

a. any Party's or third party's right to object to any discovery requests on any ground;

b. any Party's right to seek an order compelling discovery with respect to any discovery request;

c. any Party's right to object to the admission of any evidence on any ground in this Proceeding;

d. any Party's or third party's use and review of its own documents and its own Confidential Material in its sole and complete discretion; or

e. the status of any material as a trade secret.

19. Responsibility of Counsel. Counsel for the Parties to whom Confidential Material has been furnished shall be responsible for restricting disclosure in accordance with the provisions of this Protective Order and for securing execution of and retaining any executed version of the statement attached hereto as Attachment A when required under the provisions of this Protective Order.

20. Modification of Order. This Order may be modified or amended either by written agreement of the Parties submitted to the court for approval or by order of the court upon good cause shown.

21. Third-Party Material. To the extent that the Parties produce documents received from third-parties that have been designated by third-parties as Confidential Material, those documents shall be treated as Confidential Material in accordance with the terms of this Protective Order, and any testimony concerning the contents of those documents shall likewise be treated as Confidential Material in accordance with the terms of this Protective Order.

22. Conclusion of Proceeding. The provisions of this Protective Order shall continue in effect with respect to any Confidential Material until expressly released by the Party or third party designating the Confidential Material, and if applicable, such effectiveness shall survive the final determination of this Proceeding. Within ninety (90) days of the final determination of this Proceeding, including any appeal, all Confidential Material, including all hard and electronic copies, derivations, and summaries thereof, shall be either (a) returned to the disclosing Party or third party; or (b) securely destroyed or deleted, with a written certification of such secure destruction or deletion provided to the disclosing Party or third party. This includes the return or secure destruction or deletion of Confidential Material provided to any person, including Independent Experts. Confidential Material that may exist on any back-up media must also be returned or securely destroyed or deleted within ninety (90) days of the final determination of this Proceeding, including any appeal. Counsel of record are permitted to retain a copy of attorney work product, which may incorporate information from Confidential Material, provided that (1) all such retained attorney work product, and counsel's further retention or further use thereof, shall remain subject to the terms of this Order, and (2) counsel's retention of such attorney work product is in compliance with the Privacy and Security Rules (e.g., does not contain any Protected Health Information). For the avoidance of doubt, such retention shall not include any Confidential Material itself (e.g., produced documents and/or data designated as Confidential). For purposes of this Protective Order, the "final determination of this Proceeding" shall be deemed to be the latter of (i) full settlement of all claims; (ii) final judgment herein after the completion and exhaustion of all appeals, re-hearings, remands, trials and reviews, if any, of this Proceeding (excluding any time period under which the court has supervision or oversight over any relief issued through a consent decree or any non-preliminary injunction issued by the court); or (iii) the expiration of all time limits under federal law for the filing of or application for all appeals, rehearings, remands, trials or reviews of this Proceeding, including the time limits for the filing of any motions or applications for extension of time pursuant to applicable law. Any time period under which the court has supervision or oversight over any relief issued through a consent decree or any non-preliminary injunction issued by the court will be considered after the conclusion of this proceeding.

23. Time Period for Protection. Any Confidential Material or any information contained in or derived from Confidential Material shall be subject to the provisions of this Protective Order until further Order of this court.

24. Enforcement. Upon the final resolution of this Proceeding, any Party may seek leave to reopen the Proceeding or request the court retain jurisdiction to enforce the provisions of this Protective Order.

DONE and ORDERED this February 23, 2016.

ATTACHMENT A

AGREEMENT TO BE BOUND BY QUALIFIED PROTECTIVE ORDER

1. I am familiar with and agree to be bound by the terms of the Qualified Protective Order ("Protective Order") in No.: 2:13-CV-20000-RDP, Blue Cross Blue Shield Antitrust Litigation (MDL No.: 2406). I understand that my execution of this Agreement to Be Bound by the Protective Order indicates my agreement to be bound by the Protective Order and is a prerequisite to my access or review of any information or documents designated as Confidential Material pursuant to the Protective Order. I further understand that my execution of this Agreement indicates that I am a person who is allowed to access or review any information or documents designated as Confidential Material pursuant to the Protective Order.

2. I will access and review Confidential Material that may be provided to me solely for the purpose of my role in assisting with prosecuting or defending this Proceeding, including mediation, trial preparation, trial, and appeal, and for no other purpose whatsoever. I further agree that I will not disclose any Confidential Material to any person except as allowed by the terms of the Protective Order.

3. I will only make such copies of or notes concerning Confidential Material as are necessary to enable me to render the assistance required in connection with this Proceeding. Upon the final determination of this Proceeding, I shall promptly and securely destroy or delete all Confidential Materials provided to me as well as any notes or derivations thereof. I understand that my obligation to honor the confidentiality of such material will continue even after this Proceeding concludes.

4. I understand that all Confidential Health Information, as defined in the Protective Order, is subject to state and federal statutory and regulatory privacy and security standards, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), and regulations adopted thereunder by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160, 162, and 164 (the "HIPAA Rules"). All Confidential Material disclosed by any Party or third party to this Proceeding that contains Confidential Health Information shall be treated in accordance with those standards, as applicable. Capitalized terms used, but not otherwise defined in this agreement, shall have the same meanings as those terms in HIPAA Rules.

5. By executing this Agreement to Be Bound by Qualified Protective Order, I agree that I will not use or disclose any Confidential Health Information in a manner that would violate the HIPAA Rules and will only use or disclose any Confidential Health Information for the purpose of this Proceeding or to comply with judicial process or any applicable statute or regulation. I also agree that I will develop, implement, maintain, and use appropriate administrative, technical and physical safeguards to preserve the privacy, integrity, and confidentiality of any Confidential Health Information, and to prevent unpermitted use or disclosure of any Confidential Health Information I receive from any person in connection with this Proceeding.

6. I understand that failure to comply with the terms of the Protective Order may be punishable by contempt of court and may result in civil liability to any party or person damaged thereby. I consent to the jurisdiction of the United States District Court for the Northern District of Alabama (without any time limit) for the purpose of enforcing the Protective Order.

ATTACHMENT B

AGREEMENT FOR INDEPENDENT EXPERTS TO BE BOUND BY QUALIFIED PROTECTIVE ORDER

1. I am familiar with and agree to be bound by the terms of the Qualified Protective Order ("Protective Order") in No.: 2:13-CV-20000-RDP, Blue Cross Blue Shield Antitrust Litigation (MDL No.: 2406). I understand that my execution of this Agreement to Be Bound by the Protective Order indicates my agreement to be bound by the Protective Order and is a prerequisite to my access or review of any information or documents designated as Confidential Material pursuant to the Protective Order. I further understand that my execution of this Agreement indicates that I am a person who is allowed to access or review any information or documents designated as Confidential Material pursuant to the Protective Order.

2. I will access and review Confidential Material that may be provided to me solely for the purpose of my role in assisting with prosecuting or defending this Proceeding, including mediation, trial preparation, trial, and appeal, and for no other purpose whatsoever. I further agree that I will not disclose any Confidential Material to any person except as allowed by the terms of the Protective Order.

3. I will only make such copies of or notes concerning Confidential Material as are necessary to enable me to render the assistance required in connection with this litigation. Upon the final determination of this action, I shall promptly and securely destroy or delete all Confidential Materials provided to me as well as any notes or derivations thereof. I understand that my obligation to honor the confidentiality of such material will continue even after this Proceeding concludes.

4. I will not use any Confidential Information or any information or knowledge derived from Confidential Information for any purpose unrelated to this Litigation, including, but not limited to, assisting any entity in any way in connection with any commercial or business endeavor, relationship or negotiation with any of the Defendants at any time or in connection with assisting any person or entity that seeks to compete with any Defendant in any market.

5. I understand that all Confidential Health Information, as defined in the Protective Order, is subject to state and federal statutory and regulatory privacy and security standards, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), and regulations adopted thereunder by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160, 162, and 164 (the "HIPAA Rules"). All Confidential Material disclosed by any Party or non-party to this Proceeding that contains Confidential Health Information shall be treated in accordance with those standards, as applicable. Capitalized terms used, but not otherwise defined in this agreement, shall have the same meanings as those terms in HIPAA Rules.

6. By executing this Agreement to Be Bound by Qualified Protective Order, I agree that I will not use or disclose any Confidential Health Information in a manner that would violate the HIPAA Rules and will only use or disclose any Confidential Health Information for the purpose of this Proceeding or to comply with judicial process or any applicable statute or regulation. I also agree that I will develop, implement, maintain, and use appropriate administrative, technical and physical safeguards to preserve the privacy, integrity, and confidentiality of any Confidential Health Information, and to prevent non-permitted use or disclosure of any Confidential Health Information I receive from any person in connection with this Proceeding.

7. I have not been determined by a court or other competent tribunal to have violated the terms of a protective order in any other litigation.

8. I understand that failure to comply with the terms of the Protective Order may be punishable by contempt of court and may result in civil liability to any party or person damaged thereby. I consent to the jurisdiction of the United States District Court for the Northern District of Alabama (without any time limit) for the purpose of enforcing the Protective Order.

SUPPLEMENT TO QUALIFIED PROTECTIVE ORDER Document No. 550

This matter is before the court on Defendants' motion for the entry of a Supplement to the Qualified Protective Order. (Doc. 1477). The Motion is GRANTED. Discovery in the above-captioned litigation ("Proceeding") SHALL be governed by the Qualified Protective Order entered by the court on February 23, 2016 (doc. 550), as supplemented by the following Supplement to Qualified Protective Order ("Supplemental Terms" and, together with the Qualified Protective Order, the "Protective Order").1

The Parties shall serve a copy of this Order simultaneously with any discovery request made to a third party.

The Supplemental Terms are as follows:

1. Disclosure to Unauthorized Persons. If counsel for a Party wishes to disclose Confidential Material that was produced by a third-party subject to the Protective Order, or extracts, summaries, or information derived therefrom, to any person not designated in paragraphs 11-13 of the Qualified Protective Order (Doc. 550), they must proceed in the following manner: the names of the person(s) to whom the Confidential Material is to be disclosed and a description of the Confidential Material to be disclosed to such person(s) shall be provided in writing to (a) lead counsel for all Parties and (b) counsel for the third-party that produced the Confidential Material at issue twenty-one (21) days in advance of disclosure to afford counsel an opportunity to object to disclosure. If no objection is made within the twenty-one (21) day period, disclosure to such named person(s) may be made after the expiration of the twenty-one (21) day period. If an objection is made within the twenty-one (21) day period, the Party proposing the disclosure must seek an order from the court to allow the proposed disclosure, and the Confidential Material shall not be disclosed pending a decision by the court on that motion, unless the objection is withdrawn. Any person who becomes authorized to receive Confidential Material pursuant to this paragraph (whether such authorization arises from the lack of an objection or from the court's ruling on a motion for disclosure) shall, prior to the receipt of Confidential Material, execute and deliver to the Party or third-party who produced or designated the Confidential Material a statement in the form annexed as Attachment A to the Qualified Protective Order. Disclosures made to all persons to whom disclosures are permitted pursuant to this paragraph shall be made subject to and in accordance with the terms of the Protective Order. To the extent that a Party or their counsel receives a discovery request or subpoena in another case for Confidential Materials of any Party or third-party, such Party shall notify counsel for the Party, third-party, and/or designating party whose material is sought in writing within five (5) business days of the receipt of such request or subpoena or otherwise within a reasonable time that allows the Party or third-party whose Confidential Material is sought to seek to protect it from disclosure. The Party subject to such discovery request or subpoena shall not produce or disclose the requested Confidential Materials absent the written consent of the Party or third-party whose Confidential Material is sought or if a court of competent jurisdiction orders the production.

2. Notification if Unsealing Documents. If a Party seeks to unseal any court filing containing Confidential Material produced by a third-party, that Party shall notify the producing third-party in writing at least three (3) business days prior to seeking such unsealing. In addition, if the Parties are notified that the Court, acting sua sponte, seeks to unseal any court filing containing Confidential Material produced by a third-party, the Party who originally filed the sealed court filing shall notify the producing third-party within three (3) business days of receiving such notice.

3. Enforcement. Upon the final resolution of this Proceeding, any third-party may seek leave to reopen the Proceeding or to request the court retain jurisdiction to enforce the provisions of this Protective Order.

DONE and ORDERED on September 1, 2017.

PROTECTIVE ORDER GOVERNING PROTECTED MATERIAL OTHER THAN CONFIDENTIAL HEALTH INFORMATION

Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, IT IS HEREBY ORDERED that:

DEFINITIONS GENERALLY

1. As used in this Order, the term "party" shall mean all named parties to both the Thomas and Solomon Action, including any named party added or joined to either the Thomas and Solomon Actions or any related complaint in these actions. As used in this Order, the term "third party" shall mean any individual, corporation, association, or other natural person or entity. The term "Medical Association" means any national, state, regional, or local medical association or society (including but not limited to any specialty association or society), or any of their subsection(s), committee(s), or other subdivisions(s).

2. This Order shall govern all documents produced and information supplied in any form (including, but not limited to, documents and information produced by a party or third party, disclosed through testimony, or contained in pleadings, briefs, or other documents filed with the Court) for purposes of discovery or otherwise. The term "documents" as used herein is intended to be comprehensive and includes any and all materials in the broadest sense contemplated by Rule 34 of the Federal Rules of Civil Procedure, and shall include all written, oral, recorded, or graphic material, however produced or reproduced, including, but not limited to: all written or printed matter of any kind, including the originals and all non-identical copies thereof, whether different from the originals by reason of any notation made on such copies or otherwise; software, computer data, including, but not limited to, information stored in a computer at any time; all graphic or manual records or representations of any kind, including, but not limited to, photographs, microfiche, microfilm, videotape, records, and motion pictures; electronic, mechanical, or electric records or representations of any kind, including, but not limited to, cassettes, discs, magnetic cards and recordings, optical and other media; and all drafts, alterations, modifications, changes, and amendments to any of the foregoing.

CATEGORIES OF PROTECTED MATERIAL

3. The term "Confidential Health Information," as used herein, shall have the meaning set forth in the Stipulated Protective Order Governing Confidential Health Information, entered on October 12, 2004.

4. As used in this Order, the term "Confidential Material" means any document or information supplied in any form, or any portion thereof, which contains confidential business, commercial, research, or financial information of any party or third party, and which is denominated as Confidential Material for purposes of this litigation; provided however, that for purposes of this Order the term "Confidential Material" shall not include "Confidential Health Information." A denomination by a party or third party of "Confidential Material" shall constitute a representation to the Court that counsel believes in good faith that the information constitutes Confidential Material. The parties and third parties shall make a good faith effort to denominate information so as to provide the greatest level of disclosure possible, but still preserve confidentiality as appropriate. A party or third party denominating information as Confidential Material shall mark each page of the document containing such material as "Confidential" or "Subject to Confidentiality Order."

5. As used in this Order, the term "Highly Confidential Material" means any document or information supplied in any form, or any portion thereof, which a party or third party reasonably believes to be so economically or competitively sensitive that: (i) it is the subject of reasonable efforts under the circumstances to maintain its secrecy; (ii) it is sufficiently valuable and secret to afford a potential or actual advantage over others; (iii) its disclosure to existing or potential business competitors, existing or potential contracting providers, Medical Associations, health care vendors servicing the managed care industry, or any person regularly employed or engaged by such entities, would materially affect or threaten injury to the business, commercial, or financial interests of such party or third party; and (iv) that is denominated as Highly Confidential Material for purposes of this litigation. By way of example, and not limitation, "Highly Confidential Information" includes: strategic planning information; negotiation strategies; proprietary software or systems; proprietary edits or customizations to software; and pricing information, including fee schedules, payment rates, premium information, capitation tables or rates, and underlying documentation. "Highly Confidential" shall also mean personnel files that are denominated as "Highly Confidential" for purposes of this litigation. Provided, however, that for purposes of this Order the term "Highly Confidential Material" shall not include "Confidential Health Information." A denomination by a party or third party of "Highly Confidential Material" shall constitute a representation to the Court that counsel believes in good faith that the information constitutes Highly Confidential Material. The parties and third parties shall make a good faith effort to denominate information so as to provide the greatest level of disclosure possible, but still preserve confidentiality as appropriate. A party or third party denominating information as Highly Confidential Material shall mark each page of the document containing such material as "Highly Confidential."

6. "Confidential Material," "Highly Confidential Material," and "Confidential Health Information" may be collectively referred to herein as "Protected Material."

GENERAL PROVISIONS

7. Scope. This Order only governs Confidential Material and Highly Confidential Material. The disclosure of, and other procedures relating to, Confidential Health Information shall be governed by the Stipulated Protective Order Governing Confidential Health Information, entered on October 12, 2004. In the event that a document or information contains more than one category of Protected Material, this Order shall be read together with the Stipulated Protective Order Governing Confidential Health Information. In the event of a conflict between such orders, the provisions affording the greatest protections for Protected Material shall control.

8. Previously Produced Material. Material produced prior to the entry of this Order, including materials previously produced in the Shane Action and made available to the parties subject to this Order, that was designated in some manner shall be treated in accordance with previous designations and will not be treated as "Highly Confidential Material" or "Confidential Material" unless designated as such (or in a similar manner) previously. (For purposes of this Paragraph, material previously designated as "Attorneys' Eyes Only Material" shall be treated as "Highly Confidential Material"). Provided, however, with respect to any material previously treated as undesignated, a party or third party shall have forty-five (45) days from the notice of entry of this Order to denominate such materials as Confidential Material or Highly Confidential Material. Further provided, however, with respect to any materials produced in the Shane Action and previously treated as undesignated, which have been made available to the parties subject to this Order, a party or third party shall have ninety (90) days from the date the party or third party receives the materials to denominate such materials as Confidential Material or Highly Confidential Material. If no such designation is made by the party or third party within the applicable period, the materials shall thereafter be treated as undesignated.

9. Production for Inspection Purposes Only. Notwithstanding the provisions of Paragraphs 4 and 5, in the event that a party or third party provides documents for inspection only, no marking need be made by the providing party or third party in advance of the initial inspection, and the following procedures shall apply:

10. Depositions. At the time of a deposition or within thirty (30) days after receipt of the deposition transcript, a party or third party may designate as Confidential Material or Highly Confidential Material specific portions of the transcript, exhibits, and any videotape. This designation shall be in writing and served upon counsel of record. All transcripts, exhibits, and videotapes shall initially be treated as "Highly Confidential Material" pursuant to this Order for thirty (30) days following receipt of the deposition transcript; or, when applicable, ninety (90) days following receipt of the deposition transcript if the deposition was taken in the Shane Action and the transcript was made available to the parties subject to this Order. Any portions of a transcript, exhibit, or videotape designated as Confidential Material or Highly Confidential Material shall thereafter be treated in accordance with this Order.

11. Objections to Designation or Treatment. A party or any member of the public may, in good faith, object to the designation of any document or specific information as Confidential Material or Highly Confidential Material by stating its objection in writing, which specifies (by Bates numbers) the document or information challenged (or, where appropriate, by reasonably defined categories of documents or information challenged) and includes a statement of the legal or factual basis for each objection, to the party or third party making the designation, and it shall make a good faith effort to resolve the dispute with counsel for the party or third party so designating the document or information. If the parties cannot reach agreement as to the designation, the designating party may move the Court for an order determining whether or not such document is Confidential Material or Highly Confidential Material. The designating party will have seven (7) days to file such a motion, which period shall begin to run after completion of the meet and confer process regarding the specific document(s) at issue. Pending a final ruling by the Court on the motion, the initial designation and the terms of this Order shall remain in effect.

DISCLOSURE OF PROTECTED MATERIAL

12. Confidential Material. Except as provided in Paragraph 15 below, Confidential Material may be disclosed only to:

13. Highly Confidential Material. Except as provided in Paragraph 15 below, Highly Confidential Material may be disclosed only to:

Highly Confidential Material may not be disclosed to any person employed by, engaged by, or associated with a party or third party Medical Association unless such person is retained as a consultant or expert-and such disclosure is made in accordance with the terms of subparagraphs (c) and (d). Even then, such person is not authorized to disclose any information received under this Paragraph 13 to any persons not otherwise authorized to receive such information under this Order, including other officers or employees of the Medical Association with which such consultant or expert is associated, and such person may not use such information for any purpose other than the prosecution or defense of this litigation.

14. Acknowledgement. No Confidential Material or Highly Confidential Material may be disclosed to any person pursuant to the provisions of Paragraphs 12 or 13 of this Order unless counsel first informs such person that pursuant to this Order the material to be disclosed may only be used for purposes of preparing and presenting evidence in this litigation and must be kept confidential. No Confidential Material or Highly Confidential Material may be disclosed to any person identified in subparagraphs 12(c) through 12(g) of this Order or subparagraphs 13(c) through 13(g) of this Order, respectively, unless such person first is given a copy of this Order and advised that the information contained in the document is Confidential Material or Highly Confidential Material, as the case may be, and informed that an unauthorized disclosure of the information in the document may constitute contempt of this Court. Each person to whom Confidential Material or Highly Confidential Material is disclosed pursuant to Paragraphs 12(c), 12(d), 12(f), 13(c), 13(d), or 13(g) of this Order, as the case may be, shall execute an Acknowledgment in the form attached hereto as Exhibit A and shall agree to be bound by this Order prior to receiving any Confidential Material or Highly Confidential Material. Copies of the executed Acknowledgements, and a current log of the materials disclosed to each person executing an Acknowledgment, shall be retained by counsel for the party or parties who disclosed the Confidential Material or Highly Confidential Material to such persons. Copies of all Acknowledgements executed pursuant to this Paragraph 13 shall be disclosed to the party or third party who produced or supplied the Confidential Material or Highly Confidential Material (a) within thirty (30) days after the final resolution of this Action (including resolution of all appellate proceedings), (b) within thirty (30) days after settlement with the producing party, or (c) on good cause shown.

15. Notwithstanding any other provision of this Order:

16. Except as provided in Paragraph 15, no person, firm, corporation, or other entity shall use, disclose, make available, or otherwise communicate Confidential Material or Highly Confidential Material in any manner whatsoever except for purposes of this litigation, and then only in a manner consistent with this Order. A party's use for any purpose of its own documents and information which it produces or discloses in this litigation shall not be considered a violation of this Order.

17. Disclosure of Confidential or Highly Confidential Material to a Witness. Counsel for a party may show documents containing Confidential Material or Highly Confidential Material to a witness during a deposition, hearing, trial, or other proceeding without providing prior notice to the party or third party who produced or supplied the Protected Material. Before doing so, however, the witness shall be shown a copy of this Order and advised that the information contained in the document is Protected Material and informed that an unauthorized disclosure of the information in the document may constitute contempt of this Court.

18. Disclosure of Highly Confidential Material to a Consultant or Expert. Before disclosing Highly Confidential Material under Paragraphs 13(c) or (d) of this Order to any person regularly employed by, engaged by, or associated with a party or third party Medical Association, the party wishing to make such a disclosure shall give seven (7) days advance written notice (by facsimile transmission or electronic mail) to counsel who denominated such information as Highly Confidential Material, identifying: (1) the name of the expert to whom the disclosure will be made; (2) their field of expertise; (3) their current employment; (4) the nature of the relationship with the party or third party Medical Association; and (5) the documents or information (specified by Bates numbers(s)) to be disclosed. The denominating party or third party shall have five (5) days from receipt of the notice to object or agree to the disclosure, and shall provide written notice to the disclosing party (by facsimile or electronic mail) of such objection or agreement. If the denominating party or third party objects to the disclosure, the matter will be scheduled for a hearing. Disclosure is not permissible until final resolution of the issue by the Court.

USE OF PROTECTED MATERIAL BY A PARTY IN THESE PROCEEDINGS

19. Notwithstanding any other provision of this Order, the parties and third parties (to the extent applicable) shall confer and attempt to agree before any hearing, trial, or other proceeding on the procedures to be included in a protective order pursuant to which Confidential Material or Highly Confidential Material may be introduced into evidence or otherwise used at such hearing, trial, mediation, or other proceeding. Absent agreement, the Court shall be asked to issue an order governing the use of such Confidential Material and Highly Confidential Material at hearing, trial, or other proceeding.

20. In the event a party wishes to use Confidential Material or Highly Confidential Material in any affidavits, briefs, memoranda of law, exhibits to motions, or other papers filed in Court in this action prior to entry of a protective order governing use of Protected Material, such party shall take appropriate steps to safeguard such Confidential Material or Highly Confidential Material from documents filed with the Court, which steps may include redaction. In the event the Court wishes to review the redacted material, the Court may review the redacted material in camera or order that the documents containing Confidential Material or Highly Confidential Material be filed under seal in accordance with this Paragraph. Alternatively, such affidavits, briefs, memoranda of law, exhibits to motions, or other papers so filed shall be filed under seal, provided that filing under seal shall be governed by prior orders of this Court.

THIRD PARTY REQUEST OR DEMAND FOR DISCLOSURE

21. Should any person bound by this Order receive a subpoena, civil investigative demand, or other process from a third party seeking, requesting, or requiring the disclosure of Confidential Material or Highly Confidential Material in any form, such person shall give notice immediately to the party or third party who produced or supplied the Confidential Material or Highly Confidential Material so that the party or third party may seek appropriate relief, if any. No person bound hereby who receives a subpoena, civil investigative demand, or other process from a third party seeking, requesting, or requiring the disclosure of Confidential Material or Highly Confidential Material shall produce or disclose such documents or information unless and until (a) ordered by a court having competent jurisdiction, or (b) such production or disclosure is in accordance with the provisions herein and is expressly consented to by the party or third party herein which have produced or supplied the Confidential Material or Highly Confidential Material, as the case may be.

INADVERTENT PRODUCTION OF PROTECTED MATERIAL

22. The production of Confidential Material or Highly Confidential Material without a designation as Confidential Material or Highly Confidential Material, as the case may be, shall not be deemed a waiver or impairment of any claim of protection of the confidential nature of any such material. Notice of inadvertent production of Protected Material, and retrieval or redesignation of such material shall be governed by the Court's Joint Case Management Order, dated June 14, 2004. Additionally, upon notice that any Confidential Material or Highly Confidential Material has not been appropriately so denominated, and should be redesignated as Confidential Material or Highly Confidential Material, the party receiving such notice shall make a reasonable, good faith effort to ensure that any analyses, memoranda or notes that were generated based upon such material before its redesignation shall immediately be treated in conformity with any such redesignation.

MISCELLANEOUS PROVISIONS

23. Nothing contained in this Order shall be construed as an admission that any document or information, or any testimony relating to such document or information, is or would be admissible in evidence in this case or in any other proceeding.

24. Nothing contained in this Order shall affect the rights of the parties or third parties to object to discovery on grounds other than those related to the confidentiality of documents or information, nor shall it relieve a party or third party of its obligation to properly respond or object to discovery requests, nor shall it preclude any party or third party from seeking further relief or protective orders from the Court as may be appropriate under the Federal Rules of Civil Procedure.

25. The parties to this action reserve all rights to apply to the Court for any order modifying this Order, or seeking further protection against discovery or other use of Confidential Material or Highly Confidential Material or other information, documents, or transcripts.

26. Nothing contained in this Order shall affect the ability of the parties to alter the time periods set forth in this Order by agreement.

27. Any person requiring further confidentiality protection may petition the Court for a separate order governing disclosure of its information.

28. The provisions of this Order shall survive the conclusion of this Action.

COMPLETION OF LITIGATION

29. Within ninety (90) days after the resolution of this Action (including resolution of all appellate proceedings), all documents and copies of all documents (other than exhibits of record) produced or supplied by a party or third party which contain Confidential Material or Highly Confidential Material shall be either returned to the party or third party who produced or supplied the Confidential Material or Highly Confidential Material, as the case may be, or destroyed. Upon request of the party who produced or supplied the Confidential Material or Highly Confidential Material, all counsel of record who received such documents shall certify compliance herewith and shall deliver the same to counsel for the party who produced or supplied the Confidential Material or Highly Confidential Material not more than ninety (20) days after the final resolution of this action.

SO ORDERED,1 this 9 day of December 2004.

EXHIBIT A

ACKNOWLEDGEMENT OF PROTECTIVE ORDER GOVERNING PROTECTED MATERIAL OTHER THAN CONFIDENTIAL HEALTH INFORMATION

I CERTIFY THAT I HAVE RECEIVED A COPY OF THE STIPULATED PROTECTIVE ORDER GOVERNING PROTECTED MATERIAL OTHER THAN CONFIDENTIAL HEALTH INFORMATION DATED ____________ ("ORDER").

I FURTHER CERTIFY THAT I HAVE READ AND FULLY UNDERSTAND THE CONTENTS OF THIS ORDER.

I UNDERSTAND AND AGREE TO COMPLY WITH THE STANDARDS AND PROCEDURES WHICH; ARE SET FORTH IN THE ORDER. I UNDERSTAND THAT COMPLIANCE WITH THESE STANDARDS AND PROCEDURES IS A CONDITION OF RECEIPT OF CONFIDENTIAL MATERIAL OR HIGHLY CONFIDENTIAL MATERIAL AND THAT A FAILURE TO COMPLY MAY CONSTITUTE CONTEMPT OF THE COURT AND/OR A VIOLATION OF APPLICABLE LAWS.

STIPULATED PROTECTIVE ORDER GOVERNING CONFIDENTIAL HEALTH INFORMATION

Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure and with the consent of the parties, IT IS HEREBY ORDERED that:

WHEREAS, in light of the nature of these Actions (defined in paragraph 1 below), the parties have propounded and received discovery requests seeking the disclosure of health information that may be deemed confidential under applicable law. Third parties, likewise, may receive subpoenas requesting the production of confidential health information.

WHEREAS, the parties acknowledge and agree that it is appropriate for the Court to provide proper safeguards to protect Confidential Health Information (as defined in paragraph 3 below), which may be disclosed and used for purposes of these Actions.

WHEREAS, the Court recognizes that requests for the disclosure of documents or other information containing Confidential Health Information necessarily implicate the privacy rights of individuals not parties to this litigation.

WHEREAS, such privacy interests must be protected under applicable federal statutes, rules, regulations, and common law principles (collectively "Governmental Regulations"), including, but not limited to, the privacy regulations promulgated pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). In addition, although these Actions arise under federal law and are thus subject exclusively to federal privilege principles, the protections afforded in this Order are also intended to honor state-law privacy statutes, rules, regulations, and common law principles (collectively "State Laws").

WHEREAS, the Court finds that the disclosure and use of certain information and documents containing such Confidential Health Information is essential to the litigation of the claims being asserted. The Court further finds that it is not practicable, given the scope of this these Actions, either to give notice of the discovery requests (or an opportunity to consent or object to disclosure) to each and every patient or individual whose health information may be the subject of the discovery requests or to conduct an in camera review of the requested Confidential Health Information. The Court further finds that it would be unduly burdensome and would further deprive the parties of meaningful access to information if the parties were to attempt to redact all medically related and payment related information that could potentially be used to identify an individual.

WHEREAS, this Order requires that any use or disclosure of Confidential Health Information be made consistent with the terms of this Order and the requirements of the Federal Rules of Civil Procedure.

WHEREAS, certain limited categories of Confidential Health Information that pertain to certain types of medical conditions or treatment (including, without limitation, records of diagnosis or treatment of alcohol or substance abuse, certain sexually transmitted diseases such as HIV/AIDS, mental health, and certain information pertaining to genetic testing) are afforded heightened protection under applicable Governmental Regulations or State Laws, and generally may not be produced under such applicable Governmental Regulations or State Laws even with a qualified protective order absent consent of the parties involved, a good cause determination by a court of competent jurisdiction, and/or other procedural safeguards set forth under the applicable Governmental Regulations or State Laws. The Court finds that the procedures set forth herein for the disclosure and use of Confidential Health Information are reasonable and appropriate to protect against the improper disclosure or unauthorized use of such sensitive Confidential Health Information.

WHEREAS, the Court recognizes that it is the general practice of physicians to obtain their patients' written consent to use and disclose Confidential Health Information for purposes of obtaining health care coverage reimbursement.

WHEREAS, the Court recognizes that it is the general practice of managed care entities and other payors to obtain their subscribers' written consent to use and disclose Confidential Health Information for purposes of health care coverage determinations.

WHEREAS, the public interest outweighs any minimal risk attendant to the disclosure and use of Confidential Health Information in the manner set forth herein.

WHEREAS, the Court further finds that the procedures set forth herein are adequate to safeguard against the unauthorized use, disclosure, or subsequent dissemination of Confidential Health Information. The Court hereby prohibits the dissemination of Confidential Health Information beyond the parameters established by this Order or use of Confidential Health Information for any purpose other than the prosecution or defense of this litigation.

DEFINITIONS GENERALLY

1. As used in this Order, the term "party" shall mean all named parties to both the Thomas and Solomon Actions (collectively, "Actions"), including any named party added or joined to either the Thomas and Solomon Actions or any other related complaint in these Actions. As used in this Order, the term "third party" shall mean any individual, corporation, association or other natural person or entity.

2. This Order shall govern all documents containing Confidential Health Information that are produced and all information containing Confidential Health Information that is supplied in any form (including, but not limited to, documents and information produced by a party or third party disclosed through testimony, or contained in pleadings, briefs, or other documents filed with the Court) in this case for purposes of discovery or otherwise. The term "documents" as used herein is intended to be comprehensive and includes any and all materials in the broadest sense contemplated by Rule 34 of the Federal Rules of Civil Procedure, and shall include all written, oral, recorded, or graphic material, however produced or reproduced, including, but not limited to: all written or printed matter of any kind, including the originals and all non-identical copies thereof, whether different from the originals by reason of any notation made on such copies or otherwise; software; computer data, including, but not limited to, information stored in a computer at any time; all graphic or manual records or representations of any kind, including, but not limited to, photographs, microfiche, microfilm, videotape, records, and motion pictures; electronic, mechanical, or electric records or representations of any kind, including, but not limited to, cassettes, discs, magnetic cards and recordings, optical and other media; and all drafts, alterations, modifications, changes, and amendments to any of the foregoing.

CATEGORIES OF PROTECTED MATERIAL

3. As used in this Order, the term "Confidential Health Information" means, without regard to whether the material has been designated confidential generally or "Confidential Health Information" specifically, any document or information supplied in any form, or any portion thereof, that identifies an individual or subscriber in any manner and relates to the past, present, or future care, services, or supplies relating to the physical or mental health or condition of such individual or subscriber, the provision of health care to such individual or subscriber, or the past, present, or future payment for the provision of health care to such individual or subscriber. The term "Confidential Health Information" specifically includes "protected health information" as such term is defined by the Standards for Privacy of Individually Identifiable Health Information, 45 CFR parts 160 and 164, promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996. See 45 C.F.R. §§ 164.501 ("protected health information") and 160.103 ("individually identifiable health information"). "Confidential Health Information" includes, but is not limited to, medical bills, claims forms, charge sheets, medical records, medical charts, test results, notes, dictation, invoices, itemized billing statements, remittance advice forms, explanations of benefits, checks, notices, and requests. "Confidential Health Information" also includes all notes, summaries, compilations, extracts, abstracts, or oral communications that contain, are based on, or are derived from Confidential Health Information. "Confidential Health Information" does not include any document or information that has all of the following identifiers of the individual or subscriber or of the relatives, employers, or household members of the individual or subscriber removed or redacted:

4. The term "Confidential Material," as used herein, shall have the meaning set forth in the protective order governing Protected Material (as defined in paragraph 6 below), other than Confidential Health Information, that is ultimately entered by the Court; provided, however, that for purposes of this Order and the Order Governing Protected Material, the term "Confidential Material" shall not include "Confidential Health Information."

5. The term "Highly Confidential Material," as used herein, shall have the meaning set forth in the protective order governing Protected Material, other than Confidential Health Information, that is ultimately entered by the Court; provided, however, that for purposes of this Order and the Order Governing Protected Material, the term "Highly Confidential Material" shall not include "Confidential Health Information."

6. "Confidential Health Information," "Confidential Material," and "Highly Confidential Material" may be collectively referred to as "Protected Material."

GENERAL PROVISIONS

7. Scope. This Order governs Confidential Health Information only. The designation of, disclosure of, and other procedures relating to Confidential Material and Highly Confidential Material shall be governed by the protective order governing such Protected Material that is ultimately entered by the Court. In the event that a document or information contains more than one category of Protected Material, this Order shall be read together with any other protective order governing Protected Material that is ultimately entered by the Court. In the event of a conflict between such orders, the provisions affording the greatest protections for Protected Material shall control.

8. Previously Produced Material. With respect to any Confidential Health Information previously produced, a party or third party shall have 45 days from the notice of entry of this Order to give notice to all parties who received such information that the producing party or third party intends either to redact, remove, or encrypt the document or otherwise exclude from the document sensitive categories of Confidential Health Information in accordance with the procedures set forth in Paragraph 22 of this Order. Upon receipt of such notice, all parties who have received copies of the produced documents shall cease using the documents, and, to the extent practicable, return them to the producing party or third party. The producing party or third party shall furnish redacted or non-excluded copies to all parties within 45 days of their return to the producer. Notwithstanding the foregoing, no designation is required for "Confidential Health Information."

9. Documents Containing Confidential Health Information. All documents containing Confidential Health Information shall be treated in accordance with this Order without regard to any designation.

10. Depositions. All transcripts, exhibits, and videotapes of any deposition or testimony containing Confidential Health Information shall be treated in accordance with this Order without regard to any designation.

11. Objections to Designation or Treatment. A party may, in good faith, object to the designation or treatment of any document or information as Confidential Health Information by stating its objection (including a statement of the legal or factual basis for the objection) in writing to the party or third party making the designation or otherwise treating the information as Confidential Health Information and it shall make a good faith effort to resolve the dispute with counsel for the party or third party so designating or treating the document. If the parties cannot reach agreement as to the treatment of the information, the objecting party may, within 30 days after making its objection, move the Court for an order determining whether such document is Confidential Health Information. Pending a final ruling by the Court on the motion, the initial designation or treatment and the terms of this Order shall remain in effect. If the objecting party fails to move for relief within the time period specified in this Paragraph, that party waives its right to assert that the documents are not Confidential Health Information within the scope of this Order.

DISCLOSURE OF CONFIDENTIAL HEALTH INFORMATION

12. Disclosure of Confidential Health Information. Subject to Paragraphs 13 and 22, and except as provided in Paragraph 14 below, Confidential Health Information may be disclosed only to:

13. Acknowledgement. No Confidential Health Information may be disclosed to any person pursuant to the provisions of Paragraph 12 of this Order unless counsel first informs such person that pursuant to this Order the material to be disclosed may only be used for purposes of preparing and presenting evidence in this litigation and must be kept confidential. No Confidential Health Information may be disclosed to any person identified in subparagraphs 12(b) through 12(f) of this Order unless such person first is given a copy of this Order and advised that the information contained in the document is Confidential Health Information and informed that an unauthorized disclosure of the information in the document may constitute a contempt of this Court. Each person to whom Confidential Health Information is disclosed pursuant to Paragraphs 12(b), 12(c), 12(e) or 12(f) of this Order shall execute an Acknowledgment in the form attached hereto as Exhibit A and shall agree to be bound by this Order prior to receiving any Confidential Health Information. Copies of the executed Acknowledgements, and a current log of the materials disclosed to each person executing an Acknowledgment, shall be retained by counsel for the party or parties who disclosed the Confidential Health Information to such persons. Copies of all Acknowledgements executed pursuant to this Paragraph 13 shall be disclosed to the party or third party who produced or supplied the Confidential Health Information (a) within thirty (30) days after the final resolution of these Actions (including resolution of all appellate proceedings), (b) within thirty (30) days after settlement with the producing party, or (c) on good cause shown.

14. Notwithstanding any other provision of this Order:

15. No person, firm, corporation, or other entity shall use Confidential Health Information in any manner whatsoever except for purposes of this litigation. Furthermore, no person, firm, corporation, or other entity subject to this Order shall give, show, disclose, make available, or communicate Confidential Health Information to any person, firm, corporation, or other entity not expressly authorized by this Order to receive such Confidential Health Information. A party's use for any purpose of its own documents and information which it produces or discloses in this litigation shall not be considered a violation of this Order.

16. Subject to Paragraphs 18-20 and 22, counsel for a party may show documents containing Confidential Health Information to a witness during a deposition, hearing, trial, or other proceeding without providing prior notice to the party or third party who produced or supplied the Confidential Health Information. Before doing so, however, the witness shall be shown a copy of this Order and advised that the information contained in the document is Confidential Health Information and informed that an unauthorized disclosure of the information in the document may constitute a contempt of this Court.

17. Counsel for any party to this litigation or counsel for the witness may exclude from the room during any deposition or mediation any person (other than the witness who is then testifying) who is not entitled under this Order to receive Confidential Health Information. Confidential Health Information may not be disclosed to the witness then testifying except in conformity with Paragraph 16 of this Order. This provision does not prevent the parties to this litigation or their designated employees from being present at any deposition or mediation so long as such persons are advised that the information contained in the document is Confidential Health Information and informed that an unauthorized disclosure of the information in the document may constitute a contempt of this Court.

USE OF CONFIDENTIAL HEALTH INFORMATION BY A PARTY IN THESE PROCEEDINGS

18. Notwithstanding any other provision of this order, the parties shall confer and attempt to agree before any hearing, trial, or other proceeding on the procedures to be included in a protective order pursuant to which Confidential Health Information may be introduced into evidence or otherwise used at such hearing, trial, mediation, or other proceeding. Absent agreement, the Court shall be asked to issue an order governing the use of such Confidential Health Information at hearing, trial, or other proceeding.

19. In the event any party wishes to use Confidential Health Information in any affidavits, briefs, memoranda of law, exhibits to motions, or other papers filed in Court in these Actions prior to entry of a protective order governing use of Confidential Health Information, such party shall take appropriate steps to safeguard such Confidential Health Information from documents filed with the Court, which steps may include redaction. In the event the Court wishes to review the redacted material, the Court may review the redacted material in camera or order that the documents containing Confidential Health Information be filed under seal in accordance with this Paragraph. Alternatively, such affidavits, briefs, memoranda of law, exhibits to motions, or other papers so filed shall be filed under seal, provided that filing under seal shall be governed by prior orders of this Court.

THIRD PARTY REQUEST OR DEMAND FOR DISCLOSURE

20. Should any person bound by this Order receive a subpoena, civil investigative demand, or other process from a third party seeking, requesting, or requiring the disclosure of Confidential Health Information in any form, such person shall give notice immediately to the party or third party who produced or supplied the Confidential Health Information so that the party or third party may seek appropriate relief, if any. No person bound hereby who receives a subpoena, civil investigative demand, or other process from a third party seeking, requesting, or requiring the disclosure of Confidential Health Information shall produce or disclose such documents or information unless and until (a) ordered by a court having competent jurisdiction, or (b) such production or disclosure is in accordance with the provisions herein and is expressly consented to by the party or third party herein which have produced or supplied the Confidential Health Information.

INADVERTENT PRODUCTION

21. Notice of inadvertent production of Protected Material, and retrieval or redesignation of such material shall be governed by the Court's Joint Case Management Order dated June 14, 2004. Provided, however, Confidential Health Information shall be treated in accordance with this Order without regard to any designation or claim of protection at the time of production.

REDACTION AND OTHER APPROVED PROTOCOLS FOR PRODUCING CONFIDENTIAL HEALTH INFORMATION

22. Notwithstanding any provision of this Order to the contrary, in an effort to protect the interests of patients in the confidentiality of sensitive Confidential Health Information (including, without limitation, records of diagnosis or treatment for alcohol or substance abuse, certain sexually transmitted diseases such as HIV/AIDS, mental health, and research pertaining to genetic testing) and to reduce the risk of disclosure of patient identifying sensitive Confidential Health Information, any party or third party responding to any discovery request may (but is not required to) attempt in good faith to completely exclude (whether by CPT Code, ICD-9 Code, physician specialty, location of treatment, or otherwise) from any production or other release of Confidential Health Information any records or other information pertaining to sensitive categories of Confidential Health Information afforded heightened protection under applicable Governmental Regulations or State Laws, including, without limitation, records of diagnosis or treatment for alcohol or substance abuse, certain sexually transmitted diseases such as HIV/AIDS, mental health, and research pertaining to genetic testing. Alternatively, any party or third party responding to any discovery request may (but is not required to) redact, remove, or encrypt from any document, or otherwise refuse to reveal information that such party or third party believes, in good faith, may directly identify the patient or individual (or subscriber) or any of the relatives, or household members of the patient or individual (or subscriber). Such direct identifiers may include, but are not limited to, the following categories of information: (1) names; (2) street addresses; (3) telephone and fax numbers; (4) electronic mail address; (5) social security numbers (including any member identifiers or health plan beneficiary numbers that utilize or otherwise disclose social security numbers); (6) URLs and IP addresses; (7) full face photographic images and any other comparable images that identify an individual; and (8) biometric identifiers, including finger and voice prints. In the event that any party or third party opts to remove any direct patient identifiers from any production, such party or third party shall, upon reasonable request by the party recipient of the confidential information, provide a key or other method for such recipient to trace the document back to an identifiable patient, whether through claim numbers or otherwise, assuming that the party or third party who has removed any such direct identifiers determines that the production of such key or tracing method would not conflict with any federal or state law governing the production of sensitive Confidential Health Information. Nothing set forth in this Paragraph 22 shall be construed to require any party or third party to utilize any of the exclusion or redaction procedures set forth herein with respect to sensitive Confidential Health Information or Confidential Health Information generally.

MISCELLANEOUS PROVISIONS

23. Nothing contained in this Order shall be construed as an admission that any document or information, or any testimony relating to such document or information, is or would be admissible in evidence in this case or in any other proceeding.

24. Nothing contained in this Order shall affect the rights of the parties or third parties to object to discovery on grounds other than those related to the protection of Confidential Health Information, nor shall it relieve a party or third party of its obligation to properly respond or object to discovery requests, nor shall it preclude any party or third party from seeking further relief or protective orders from the Court as may be appropriate under the Federal Rules of Civil Procedure.

25. The parties to these Actions reserve all rights to apply to the Court for any order modifying this Order, or seeking further protection against discovery or other use of Confidential Health Information.

26. Nothing contained in this Order shall affect the ability of the parties to alter the time periods set forth in this Order by agreement.

27. Any person requiring further protection of Confidential Health Information may petition the Court for a separate order governing disclosure of its information.

28. The provisions of this Order shall survive the conclusion of these Actions.

COMPLETION OF LITIGATION

29. Within ninety (90) days after the final resolution of these Actions (including resolution of all appellate proceedings), all documents and copies of all documents (other than exhibits of record) produced or supplied by a party or third party which contain Confidential Health Information shall be either returned to the party or third party who produced or supplied the Confidential Health Information or destroyed. Upon request of the party who produced or supplied the Confidential Health Information, all counsel of record who received such documents shall certify compliance herewith and shall deliver the same to counsel for the party who produced or supplied the Confidential Health Information not more than ninety (90) days after the final resolution of these Actions.

SO ORDERED, this 12 day of October 2004.