[PROPOSED] PROTECTIVE ORDER ENTERED PURSUANT TO THE PARTIES' STIPULATION

CHARLES F. EICK, Magistrate Judge.

Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure and based on the parties' Stipulated Protective Order Regarding Confidential and Trade Secret Information ("Stipulation") filed on September 3, 2014, the terms of the protective order to which the parties have agreed are adopted as this Court's Protective Order in this action.

TERMS OF THE PROTECTIVE ORDER

1. DEFINITION OF "CONFIDENTIAL INFORMATION"

For purposes of this Protective Order, "Confidential Information" shall mean the following types of documents and information:

(a) information that constitutes a trade secret including, without limitation, information, materials, and other documents reflecting non-public business or financial strategies, and confidential competitive information which, if disclosed, could result in prejudice or harm to the disclosing party;

(b) non-public financial projections, analyses, or studies;

(c) other non-public information that is of a confidential nature;

(d) non-public communications with regulators, Departments of Insurance, or other governmental bodies that are intended to be kept confidential or are protected from disclosure by statute or regulation; and

(e) policyholder-specific information, including private medical information.

1.1 Any copies or reproductions, excerpts, summaries, or other documents or media that contain or incorporate Confidential Information as defined above shall also be treated as Confidential Information pursuant to this Protective Order.

1.2 Nothing in this Protective Order shall be construed as requiring Union Security to produce any personal or identifying information regarding any individual, nor any other policyholder information that is protected from disclosure under applicable state or federal law.

2. MARKING DOCUMENTS "CONFIDENTIAL"

The Designating Party shall designate Confidential Information by stamping any document or material produced to a Party with the legend "CONFIDENTIAL" or by informing the Parties of the designation in writing at the time of production. Any such stamp or designation shall not, in any manner, cover up, overlap upon, obscure or otherwise conceal any text, picture, drawing, graph, or other communication or depiction in the document. As reasonably practicable, to the extent that a document or other material contains both Confidential Information and non-confidential information, the Designating Party shall clearly delineate the particular portions that constitute Confidential Information and the remaining portions of the document or material shall be deemed not to be Confidential Information.

3. DESIGNATING DEPOSITIONS "CONFIDENTIAL"

With respect to any deposition, confidential treatment may be invoked by designating testimony as "Confidential" on the record at the deposition, or by serving such designations within 30 days after receipt of the final transcript of the deposition. All deposition transcripts shall be treated as Confidential Information for 30 days following receipt of the final transcript, unless the Parties otherwise agree, and shall lose confidential treatment if no designation is made within the 30-day period.

4. USE OF "CONFIDENTIAL" MATERIAL

Material designated by a Party or non-party, or by counsel for a Party or non-party, as Confidential Information under this Protective Order shall be used by persons receiving it only for the purposes of the litigation or settlement of this Action. Any person in possession of Confidential Information must exercise reasonable care with regard to its storage, custody and use to ensure that the confidential nature of the same is maintained.

6. INADVERTENT PRODUCTION OF CONFIDENTIAL MATERIAL: NO WAIVER

If at any time prior to the trial of this Action, a Party or non-party realizes that previously undesignated documents or other material should be designated as Confidential Information, the Party or non-party may so designate by advising the Parties in writing. The designated documents or material will thereafter be treated as Confidential Information pursuant to this Protective Order. Upon receipt of such designation in writing, the Parties and all other persons subject to this Protective Order shall take reasonable and appropriate action to notify any and all recipients of the material about the protected status of the newly designated Confidential Information and to retrieve the newly designated Confidential Information from any person who is not permitted by this Order to have Confidential Information.

6. "QUALIFIED PERSONS"

Confidential Information may be disclosed only to the following "Qualified Persons":

(a) the Court, including attorneys, employees, judges, secretaries, special masters, stenographic reporters, staff, transcribers, and all other personnel necessary to assist the Court in its function and whose duties require access to Confidential Information;

(b) the Parties and counsel of record for the Parties, including all partners and associate attorneys of such counsel's law firms who are assisting in the conduct of the Action, as well as any other counsel and support personnel of such counsel who are assisting counsel of record for the Parties in connection with the Action, and all clerks, employees, independent contractors, consultants, investigators, paralegals, assistants, secretaries, staff and stenographic, computer, audio-visual, and clerical employees, and agents thereof, operating under the supervision of such partners or associate attorneys in connection with the Action;

(c) litigation support services personnel, including outside copying services, court reporters, stenographers, or companies engaged in the business of supporting computerized or electronic discovery or trial preparation, retained by a Party or its counsel in connection with the Action;

(d) consulting or testifying experts, including associated personnel necessary to assist experts in the Action, provided that such expert or consultant is not employed by, or a consultant to, a competitor of the Party or non-party whose Confidential Information is to be disclosed;

(e) any person who created or authored such Confidential Information and any persons to whom the Confidential Information has been previously disclosed;

(f) auditors and insurers of the Parties;

(g) any mediators or arbitrators, including their necessary staff, engaged by the Parties for settlement purposes in the Action;

(h) witnesses at depositions or other proceedings in the Action, where disclosure is necessary to develop the testimony of such witnesses; and

(i) any other person that the parties mutually agree may view the Confidential Information.

7. DESIGNATIONS TO BE MADE IN GOOD FAITH

The Parties agree to limit their designation of Confidential Information solely to documents, information, and things that they, in good faith, believe qualify for such designation under this Protective Order. No Party receiving Confidential Information shall be under any obligation to object to the designation of any document at the time such designation is made or at any time thereafter. No Party shall, by failure to object, be found to have acquiesced or agreed to such designation or be barred from objecting to such designation at any time.

8. EXECUTING THE NON-DISCLOSURE AGREEMENT

Each person to whom Confidential Information is disclosed, except the persons identified in TT 6 (a), (b), (e), and (g) above, shall execute a non-disclosure agreement in the form annexed hereto as Exhibit A before receiving Confidential Information. Copies of the executed Exhibit A shall be retained by any Party disclosing Confidential Information to such person, and counsel for any Party to the Action that receives Confidential Information from a Designating Party shall obtain and retain a copy of all such executed agreements pertaining to any such persons who obtain Confidential Information directly or indirectly from such Party to the Action. Counsel for the receiving Party shall be responsible for ensuring compliance with the non-disclosure agreement by all persons to whom it provides Confidential Information directly or indirectly.

9. CHALLENGING "CONFIDENTIAL" DESIGNATIONS

A Party objecting to the designation of any material as Confidential Information shall give written notice to the Designating Party. Within 14 days of receipt of the written objection, the Designating Party shall serve a letter on the objecting Party, in accordance with Local Rule 37-1, responding to the objection and requesting a conference to meet and confer in good faith to attempt to resolve the dispute without resort to Court intervention. If, after complying with the procedures set forth in Local Rule 37-1, the objecting Party and the Designating Party cannot resolve their dispute, the Designating Party, within 21 days after the good faith conference, or such other time period as may be agreed to by the Parties, must file a motion with the Court to continue the designation of the material as Confidential Information. The Designating Party has the burden of establishing that the document is entitled to protection. Provided that the Designating Party makes an application to the Court within the time period set forth above, any material so designated shall remain Confidential Information, and shall be subject to all of the restrictions on its disclosure and use set forth in this Protective Order until such time as the Court determines otherwise.

10. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHER PROTECTED INFORMATION

Inadvertent production or other disclosure of documents or information subject to work-product immunity, the attorney-client privilege, or other legal privilege that protects information from discovery shall not constitute a waiver of the immunity, privilege, or other protection, provided that the producing Party or non-party notifies each receiving Party in writing in a reasonably prompt manner after it discovers such inadvertent production. The written notice shall identify the inadvertently produced document(s), and describe the basis for requesting the return or destruction of each inadvertently produced document. Upon receipt of the written notice, each receiving Party and non-party shall promptly comply with the request and return or destroy such documents. If the producing and receiving parties do not agree that the document is entitled to protection, within 14 days of receipt of the written notice, the receiving party shall serve a letter on the producing party, in accordance with Local Rule 37-1, responding to the written notice and requesting a conference to meet and confer in good faith to attempt to resolve the dispute without resort to court intervention. If, after complying with the procedures set forth in Local Rule 37-1, the producing and receiving parties cannot resolve their dispute, the producing party, within 21 days after the good faith conference, or such other time period as may be agreed to, must file a motion with the Court. Any Party or non-party having received privileged or protected information produced inadvertently is expected to comply with the requirements of this paragraph as soon as it is known or should be known that the document and information contained therein is privileged and/or protected. The Parties and any non-parties shall have the benefit of all limitations on waiver afforded by Federal Rule of Evidence 502 and Federal Rule of Civil Procedure 26(b)(5)(B). Any inadvertent disclosure of privileged information shall not operate as a waiver in any other federal or state proceeding, and the Parties' agreement regarding the effect of inadvertent disclosure of privileged information shall be binding on non-parties.

11. SUBPOENA FOR CONFIDENTIAL INFORMATION

If any Party has obtained Confidential Information under the terms of this Protective Order and receives a request to produce such Confidential Information by subpoena or other compulsory process commanding the production of such Confidential Information, such Party shall promptly (within 3 business days) notify the Designating Party, including in such notice the date set for the production of such subpoenaed information and, unless prohibited by applicable law, enclosing a copy of the subpoena (or other form of process), and shall object to the process or subpoena and not produce or disclose the Confidential Information until any dispute between the requesting party and the Designating Party is resolved.

12. FILING CONFIDENTIAL INFORMATION

All documents or things filed with the Court that comprise or contain Confidential Information, or that refer to or in any way disclose Confidential Information (including pleadings, motions, or other submissions), shall be submitted for filing under seal in accordance with the Local Rules, particularly Local Rule 79-5.1.

13. NO LIMITATION ON USE OF OWN INFORMATION

Nothing in this Order shall impose any restriction on the use or disclosure by a Party of its own information or of information that lawfully came into the possession of the Party independent of any disclosure of information in this litigation. Nothing contained in this Protective Order shall be construed as preventing any Party or nonparty from seeking greater protections or confidentiality for particular Confidential Information.

14. USE OF CONFIDENTIAL INFORMATION AT TRIAL

The Parties shall disclose any exhibits containing Confidential Information that they intend to introduce at trial, and the Parties shall be prepared at the Final Pretrial Conference to address with the Court how such exhibits shall be used at trial and what protection, if any, from disclosure is warranted.

15. ORDER SURVIVES TRIAL

This Order shall be binding throughout and after final adjudication of this action, including, but not limited to, final adjudication of any appeals and petitions for extraordinary writs. Nothing in this Protective Order shall be construed to contradict any provision of law.

16. FINAL TERMINATION

Upon final termination of this Action, including any and all appeals, counsel for each Party shall, upon request of the Designating Party, return all Confidential Information to the party that produced the information, including any copies, excerpts and summaries thereof, including all copies provided to Qualified Persons, except those persons described in 6(a), or shall destroy the same at the option of the receiving Party, and shall purge all such information from all machine-readable media on which it resides, including with respect to Qualified Persons. Notwithstanding the foregoing, counsel for each Party may retain all pleadings, briefs, memoranda, discovery responses, deposition transcripts, deposition exhibits, expert reports, motions, and other documents filed with the Court that refer to or incorporate Confidential Information, and will continue to be bound by this Protective Order with respect to all such retained information. Further, attorney work-product materials that contain Confidential Information need not be destroyed, but, if they are not destroyed, the person in possession of the attorney work-product will continue to be bound by this Protective Order with respect to all such retained information.

17. MODIFYING THIS ORDER

Nothing in this Protective Order shall be construed to prohibit the Parties from agreeing to modify any provision of this Protective Order or seeking relief from the Court. Nor shall anything in this Protective Order or any Party's compliance herewith be construed as a waiver of any Party's rights under applicable law.

IT IS SO ORDERED.

EXHIBIT A

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

I, the undersigned, hereby declare that I have read the attached Stipulated Protective-Order-Regarding Confidential and Trade SecretInformation entered in the above-captioned Action. I understand the terms of, will comply with, and agree to be bound by all of the provisions of the Stipulated Protective Order Regarding Confidential and Trade Secret Information.