PROTECTIVE ORDER

GEORGE A. O'TOOLE, JR., District Judge.

Plaintiff Lisa Slawsby ("Plaintiff"), and Champion Petfoods USA, Inc. and Champion Petfoods LP ("Defendants," together with Plaintiff, the "Parties") stipulate and jointly move the Court to issue the following protective order ("Protective Order" or the "Order") to govern the disclosure of documents, things, and information produced in the above-captioned action.

1. PURPOSES AND LIMITATIONS

Disclosure and discovery activity in this action are likely to involve production of confidential, proprietary, or private information for which special protection from public disclosure and from use for any purpose other than prosecuting this litigation may be warranted. Accordingly, the Parties hereby stipulate to and petition the Court to enter the following Protective Order. The Parties acknowledge that this Order does not confer blanket protections on all disclosures or responses to discovery and that the protection it affords from public disclosure and use extends only to the limited information or items that are entitled to confidential treatment under the applicable legal principles. The Parties further acknowledge, as set forth in Section 12.3, below, that this Protective Order does not entitle them to file confidential information under seal; Local Rule 7.2 sets forth the procedures that must be followed and the standards that will be applied when a party seeks permission from the Court to file material under seal.

2. DEFINITIONS

2.1 Challenging Party: a Party or Non-Party that challenges the designation of information or items under this Order.

2.2 "CONFIDENTIAL" Information or Items: information (regardless of how it is generated, stored or maintained) or tangible things that qualify for protection under Federal Rule of Civil Procedure 26(c).

2.3 Counsel (without qualifier): Outside Counsel of Record and In-House Counsel (as well as their support staff).

2.4 Outside Counsel of Record: attorneys who are not employees of a party to this action but are retained to represent or advise a party to this action, including support staff and subcontractors.

2.5 In-House Counsel: attorneys who are employees of a party to this action. In-House Counsel does not include Outside Counsel of Record or any other outside counsel.

2.6 Designating Party: a Party or Non-Party that designates information or items that it produces in disclosures or in responses to discovery as "CONFIDENTIAL."

2.7 Disclosure or Discovery Material: all items or information, regardless of the medium or manner in which it is generated, stored, or maintained (including, among other things, testimony, transcripts, and tangible things), that are produced or generated in disclosures or responses to discovery in this matter.

2.8 Expert: a person with specialized knowledge or experience in a matter pertinent to the litigation who has been retained by a Party or its counsel to serve as an expert witness or as a consultant in this action.

2.9 Non-Party: any natural person, partnership, corporation, association, or other legal entity not named as a Party to this action.

2.10 Party: any party to this action, including all of its officers, directors, employees, consultants, retained experts, and Outside Counsel of Record (and their support staffs).

2.11 Producing Party: a Party or Non-Party that produces Disclosure or Discovery Material in this action.

2.12 Professional Vendors: persons or entities that provide litigation support services (e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and organizing, storing, or retrieving data in any form or medium) and their employees and subcontractors.

2.13 Protected Material: any Disclosure or Discovery Material that is designated as "CONFIDENTIAL."

2.14 Receiving Party: a Party that receives Disclosure or Discovery Material from a Producing Party.

3. SCOPE

The protections conferred by this Order cover not only Protected Material (as defined above), but also (1) any information copied or extracted from Protected Material; (2) all copies, excerpts, summaries, or compilations of Protected Material; and (3) any testimony, conversations, or presentations by Parties or their Counsel that might reveal Protected Material. However, the protections conferred by this Order do not cover the following information: (a) any information that is in the public domain at the time of disclosure to a Receiving Party or becomes part of the public domain after its disclosure to a Receiving Party as a result of publication not involving a violation of this Order, including becoming part of the public record through trial or otherwise; and (b) any information known to the Receiving Party prior to the disclosure or obtained by the Receiving Party after the disclosure from a source who obtained the information lawfully and under no obligation of confidentiality to the Designating Party. Any use of Protected Material at trial shall be governed by a separate agreement or order.

4. DURATION

Even after final disposition of this litigation, the confidentiality obligations imposed by this Order shall remain in effect until a Designating Party agrees in writing, or Court order otherwise directs. Final disposition shall be deemed to be the later of (1) dismissal of all claims and defenses in this action, with or without prejudice; and (2) final judgment herein after the completion and exhaustion of all appeals, rehearings, remands, trials, or reviews of this action, including the time limits for filing any motions or applications for extension of time pursuant to applicable law.

5. DESIGNATING PROTECTED MATERIAL

5.1 Exercise of Restraint and Care in Designating Material for Protection. Each Party or Non-Party that designates information or items for protection under this Order must take care to limit any such designation to specific material that qualifies under the appropriate standards. The Designating Party must designate for protection only those parts of material, documents, items, or oral or written communications that qualify — so that other portions of the material, documents, items, or communications for which protection is not warranted are not swept unjustifiably within the ambit of this Order.

Mass, indiscriminate, or routinized designations are prohibited. Designations that are shown to be clearly unjustified or that have been made for an improper purpose (e.g., to unnecessarily encumber or retard the case development process or to impose unnecessary expenses and burdens on other Parties) expose the Designating Party to sanctions.

If it comes to a Designating Party's attention that information or items that it designated for protection do not qualify for protection, the Designating Party must promptly notify all other Parties that it is withdrawing the mistaken designation.

5.2 Manner and Timing of Designations. Except as otherwise provided in this Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated or ordered, Disclosure or Discovery Material that qualifies for protection under this Order must be clearly so designated before the material is disclosed or produced.

Designation in conformity with this Order requires:

a. For information in documentary form (e.g., paper or electronic documents, but excluding transcripts of depositions or other pretrial or trial proceedings), that the Producing Party affix the legend "CONFIDENTIAL" to each page that contains protected material. If only a portion or portions of the material on a page qualifies for protection, the Producing Party also must clearly identify the protected portion(s) (e.g., by making appropriate markings in the margins).

A Party or Non-Party that makes original documents or materials available for inspection need not designate them for protection until after the inspecting Party has indicated which material it would like copied and produced. During the inspection and before the designation, all of the material made available for inspection shall be deemed "CONFIDENTIAL." After the inspecting Party has identified the documents it wants copied and produced, the Producing Party must determine which documents, or portions thereof, qualify for protection under this Order. Then, before producing the specified documents, the Producing Party must affix the "CONFIDENTIAL" legend to each page that contains Protected Material.

b. For documents produced in native format, by including the designation in the file name.

c. For testimony given in deposition or in other pretrial or trial proceedings, that the Designating Party identify on the record, before the close of the deposition, hearing, or other proceeding, all protected testimony or in writing within thirty (3) days after receipt of the respective transcript.

d. For information produced in some form other than documentary and for any other tangible items, that the Producing Party affix in a prominent place on the exterior of the container or containers in which the information or item is stored the legend "CONFIDENTIAL." If only a portion or portions of the information or item warrant protection, the Producing Party, to the extent practicable, shall identify the protected portion(s).

5.3 Inadvertent Failures to Designate. An inadvertent failure to designate qualified information or items does not, standing alone, waive the Designating Party's right to secure protection under this Order for such material. Upon timely correction of a designation the Receiving Party must make reasonable efforts to assure that the material is treated in accordance with the provisions of this Order.

6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

6.1 Timing of Challenges. Any Party or Non-Party may challenge a designation of confidentiality at any time. Unless a prompt challenge to a Designating Party's confidentiality designation is necessary to avoid foreseeable, substantial unfairness, unnecessary economic burdens, or a significant disruption or delay of the litigation, a Party does not waive its right to challenge a confidentiality designation by electing not to mount a challenge promptly after the original designation is disclosed.

6.2 Meet and Confer. The Challenging Party shall initiate the dispute resolution process by providing written notice to the Designating Party of each designation it is challenging and describing the basis for each challenge. To avoid ambiguity as to whether a challenge has been made, the written notice must recite that the challenge to confidentiality is being made in accordance with this specific paragraph of the Protective Order. The Parties shall attempt to resolve each challenge in good faith and must begin the process by conferring directly (in voice to voice dialogue; other forms of communication are not sufficient) within 14 days of the date of service of notice. 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 14 days to review the designated material, to reconsider the circumstances, and, if no change in designation is offered, to explain the basis for the chosen designation. A Challenging Party may proceed to the next stage of the challenge process only if it has engaged in this meet and confer process first or establishes that the Designating Party is unwilling to participate in the meet and confer process in a timely manner.

6.3 Judicial Intervention. If the Parties cannot resolve a challenge without court intervention, the Designating Party shall file and serve a motion to retain confidentiality under Local Rule 7.1 (and in compliance with Civil Local Rule 7.2, if applicable) within 21 days of the initial notice of challenge or within 14 days of the Parties agreeing that the meet and confer process will not resolve their dispute, whichever is earlier. Each such motion must be accompanied by a competent declaration affirming that the movant has complied with the meet and confer requirements imposed in the preceding paragraph. Failure by the Designating Party to make such a motion including the required declaration within 21 days (or 14 days, if applicable) shall automatically waive the confidentiality designation for each challenged designation. In addition, the Challenging Party may file a motion challenging a confidentiality designation at any time if there is good cause for doing so, including a challenge to the designation of a deposition transcript or any portions thereof. Any motion brought pursuant to this provision must be accompanied by a competent declaration affirming that the movant has complied with the meet and confer requirements imposed by the preceding paragraph.

The burden of persuasion in any such challenge shall be on the Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., to harass or impose unnecessary expenses and burdens on other parties) may expose the Challenging Party to sanctions. Unless the Designating Party has waived the confidentiality designation by failing to file a motion to retain confidentiality as described above, all parties shall continue to afford the material in question the level of protection to which it is entitled under the Producing Party's designation until the court rules on the challenge.

7. ACCESS TO AND USE OF PROTECTED MATERIAL

Basic Principles. A Receiving Party may use Protected Material that is disclosed or produced by another Party or by a Non-Party in connection with this case only for prosecuting, defending, or attempting to settle this litigation or, for those same purposes in other cases now or hereafter filed, including Jennifer Reitman, et. al. v. Champion Petfoods USA Inc., et. al., Case No. 2:18-CV-01736-DOC, United States District Court of Central California, and Deborah Leppert, et. al. v. Champion Petfoods USA Inc., et. al., Case No. 1:18-cv-04347, United States District Court, Northern District of Illinois by Plaintiff's counsel (defined as Lockridge Grindal Nauen P.L.L.P. and plaintiff's co-counsel in those cases in which Lockridge Grindal Nauen P.L.L.P., is a counsel of record) ("Related Litigation") concerning the heavy metal and/or BPA content of Defendants' dry pet food products ("Pet Food Cases"), provided that all plaintiffs' counsel in the the Related Litigation agree to be bound by the terms of this order and execute the attached Acknowledgement and Agreement to be Bound (and further agree to the entry of a similar protective order in those cases subject to local practice and law of the respective jurisdiction). The parties must not disclose information or documents designated as confidential to putative class members not named as plaintiffs in putative class litigation unless and until one or more classes been certified.

7.1 Such Protected Material may be disclosed only to the categories of persons and under the conditions described in this Order. When the litigation has been terminated, a Receiving Party must comply with the provisions of section 13 below (FINAL DISPOSITION).

Protected Material must be stored and maintained by a Receiving Party at a location and in a secure manner that ensures that access is limited to the persons authorized under this Order.

7.2 Disclosure of "CONFIDENTIAL" Information or Items. Unless otherwise ordered by the Court or permitted in writing by the Designating Party, a Receiving Party may disclose any information or item designated "CONFIDENTIAL" only to:

(a) the Receiving Party's Outside Counsel of Record in this action, as well as employees and subcontractors of said Outside Counsel of Record to whom it is reasonably necessary to disclose the information for this litigation and who have signed the "Acknowledgment and Agreement to Be Bound" that is attached hereto as Exhibit A;

(b) the Parties to the litigation, provided they have signed the "Acknowledgment and Agreement to be Bound" (Exhibit A);

(c) the officers, directors, and employees (including In-House Counsel) of the Receiving Party to whom disclosure is reasonably necessary for this litigation and who have signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A);

(d) Experts (as defined in this Order) of the Receiving Party to whom disclosure is reasonably necessary for this litigation and who have signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A);

(e) the Court and its personnel;

(f) court reporters and their staff, professional jury or trial consultants, mock jurors, and Professional Vendors to whom disclosure is reasonably necessary for this litigation and who have signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A);

(g) during their depositions, witnesses, and attorneys for witnesses, in the action to whom disclosure is reasonably necessary and who have signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the Court. Pages of transcribed deposition testimony or exhibits to depositions that reveal Protected Material must be separately bound by the court reporter and may not be disclosed to anyone except as permitted under this Stipulated Protective Order;

(h) any mediator who is assigned to hear this matter, and his or her staff, who have signed the "Acknowledgement and Agreement to Be Bound" (Exhibit A); and

(i) the author or recipient of a document containing the information or a custodian or other person who otherwise possessed or knew the information.

8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER LITIGATION

If a Party is served with a subpoena or a court order issued in other litigation that compels disclosure of any information or items designated in this action as "CONFIDENTIAL" that Party must:

(a) promptly notify in writing the Designating Party. Such notification shall include a copy of the subpoena or court order;

(b) promptly notify 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 subject to this Protective Order. Such notification shall include a copy of this Stipulated Protective Order; and

(c) cooperate with respect to all reasonable procedures sought to be pursued by the Designating Party whose Protected Material may be affected.

If the Designating Party timely seeks a protective order, the Party served with the subpoena or court order shall not produce any information designated in this action as "CONFIDENTIAL" before a determination by the court from which the subpoena or order issued, unless the Party has obtained the Designating Party's permission. The Designating Party shall bear the burden and 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.

9. A NON-PARTY'S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS LITIGATION

(a) The terms of this Order are applicable to information produced by a Non-Party in this action and designated as "CONFIDENTIAL." Such information produced by Non-Parties in connection with this litigation is protected by the remedies and relief provided by this Order. Nothing in these provisions should be construed as prohibiting a Non-Party from seeking additional protections.

(b) In the event that a Party is required, by a valid discovery request, to produce a Non-Party's confidential information in its possession, and the Party is subject to an agreement with the Non-Party not to produce the Non-Party's confidential information, then the Party shall:

(1) promptly notify in writing the Requesting Party and the Non-Party that some or all of the information requested is subject to a confidentiality agreement with a Non-Party;

(2) promptly provide the Non-Party with a copy of the Stipulated Protective Order in this litigation, the relevant discovery request(s), and a reasonably specific description of the information requested; and

(3) make the information requested available for inspection by the Non-Party.

(c) If the Non-Party fails to object or seek a protective order from this Court within 14 days of receiving the notice and accompanying information, the Receiving Party may produce the Non-Party's confidential information responsive to the discovery request. If the Non-Party timely seeks a protective order, the Receiving Party shall not produce any information in its possession or control that is subject to the confidentiality agreement with the Non-Party before a determination by the Court. Absent a court order to the contrary, the Non-Party shall bear the burden and expense of seeking protection in this Court of its Protected Material.

10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL

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

11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL

11.1 If any attorney-client privileged information or work product is disclosed inadvertently, such disclosure shall not operate as a waiver in this action so long as the producing Party takes reasonable steps to rectify the error, including, if applicable, following Federal Rule of Civil Procedure 26(b)(5)(B). Among other things, the producing Party shall notify the receiving Party in writing and identify the privileged or protected material by Bates designation or other identifiable description. Upon receipt of a notice of inadvertent disclosure, the receiving Party must refrain from viewing such material or using such material in any way, and must follow the producing Party's reasonable instructions regarding the disposition of the material. To the extent there is a disagreement regarding the proper disposition of the material, the receiving Party shall refrain from using the material unless and until the Court makes a determination as to its proper disposition. Also, in the event a receiving Party believes that the producing Party inadvertently produced privileged or protected material, the receiving Party shall notify the producing Party in writing and identify the suspected privileged or protected material by Bates number or other identifiable description within 5 business days of such discovery. Once the receiving Party believes that there has been an inadvertent disclosure, the receiving Party must refrain from viewing such material or using such material in any way and must follow the producing Party's reasonable instructions regarding the disposition of the material. To the extent there is a disagreement regarding the proper disposition of the material, the receiving Party shall continue to refrain from using the material unless and until the Court makes a determination as to its proper disposition. The provisions of this paragraph specifically apply to meta data produced by the Parties — inadvertently or otherwise.

11.2. The production of any information by a Party in this proceeding shall not, for the purposes of this proceeding or any other proceeding in any other state or federal court or administrative proceeding, constitute a waiver by either Party of any privilege applicable to that information, including the attorney-client privilege and the work product doctrine, as to the information produced or as to the subject matter thereof.

11.3 This paragraph is not intended to modify whatever procedure may be established in an e-discovery order that provides for production without prior privilege review.

12. MISCELLANEOUS

12.1 Right to Further Relief. Nothing in this Order abridges the right of any person to seek its modification by the Court in the future.

12.2 Right to Assert Other Objections. By stipulating to the entry of this Protective Order no Party waives any right it otherwise would have to object to disclosing or producing any information or item on any ground not addressed in this Stipulated Protective Order. Similarly, no Party waives any right to object on any ground to use in evidence of any of the material covered by this Protective Order.

12.3 Filing Protected Material. Without written permission from the Designating Party or a court order secured after appropriate notice to all interested persons, a Party may not file in the public record in this action any Protected Material. A Party that seeks to file under seal any Protected Material must comply with Local Rule 7.2. Protected Material may only be filed under seal pursuant to Court order authorizing the sealing of the specific Protected Material at issue.

12.4 Email Notification. Transmission by email to a Party's/Non-Party's Outside Counsel is acceptable for all notification purposes within this Order. A Non-Party may designate an alternative representative for notification purposes if it is not represented by counsel.

12.5 Amendments. Any amendments to this Stipulated Protective Order must be approved by the Court.

12.6 This Order shall be without prejudice to the right of any Party to oppose production of any information on any ground allowed under the Federal Rules of Civil Procedure or admission of such information under the Federal Rules of Evidence.

13. FINAL DISPOSITION

Within 60 days after the final disposition of this action, as defined in paragraph 4, each Receiving Party must return all Protected Material to the Producing Party or destroy such material. As used in this subdivision, "all Protected Material" includes all copies, abstracts, compilations, summaries, and any other format reproducing or capturing any of the Protected Material. Whether the Protected Material is returned or destroyed, the Receiving Party must submit a written certification to the Producing Party (and, if not the same person or entity, to the Designating Party) by the 60 day deadline that (1) identifies (by category, where appropriate) all the Protected Material that was returned or destroyed and (2) affirms that the Receiving Party has not retained any copies, abstracts, compilations, summaries or any other format reproducing or capturing any of the Protected Material. Notwithstanding this provision, Counsel are entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if such materials contain Protected Material. Any such archival copies that contain or constitute Protected Material remain subject to this Protective Order as set forth in Section 4 (DURATION).

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD

IT IS SO ORDERED.

ORDER REGARDING DISCOVERY OF ELECTRONICALLY STORED INFORMATION

I. PURPOSE

This Order will govern discovery of electronically stored information ("ESI") in this case as a supplement to the Federal Rules of Civil Procedure and any other applicable orders and rules.

II. COOPERATION

The parties are aware of the importance the Court places on cooperation and commit to cooperate in good faith throughout the matter regarding the discovery of ESI.

III. DEFINITIONS

A. The definitions set forth in Rule 26.5 of the Local Rules of the United States District Court for the District of Massachusetts ("LR 26.5"), are adopted and treated as if fully set forth herein.

B. "Custodian" means the Parties to the Litigation, and any employees reasonably likely to have information relevant to the claims and defenses in the case or to the particular request(s) at issue. A custodian shall also include agents of the Parties, to the extent the Parties exercise possession, custody, and control over the information and/or documents in the possession of such agents.

C. "Document" carries the meaning consistent with LR 26.5, Fed. Rules 26, 34(a), and Evidence Rule 1001.

D. "Electronically Stored Information" or "ESI" carries the meaning consistent with Fed. Rules 26, 34(a), and Evidence Rule 1001.

E. "E-mail" means an electronic means for communicating written information through non-telephone systems that will send, store, process, and receive information.

F. "Format" means the internal structure of a file, which defines the way it is stored and its intended use.

G. "Hard Copy" documents means any Document or thing discoverable under Rules 26(b)(1) and 34 that cannot be characterized as ESI.

H. The "Litigation" or "Lawsuit" means the case captioned above.

I. "Native Format" or "Native File" mean the underlying file(s) containing the ESI at issue in the file system in which such ESI was originally created.

J. "Party" or "Parties" means the Plaintiffs and Defendants in this Litigation.

K. "Producing Party" means a Party that produces Documents.

L. "Receiving Party" means a Party to whom Documents are produced.

M. "Related Litigation" means Jennifer Reitman, et. al. v. Champion Petfoods USA Inc., et. al., Case No. 2:18-CV-01736-DOC, United States District Court of Central California (the "Reitman Action"), and Deborah Leppert, et. al. v. Champion Petfoods USA Inc., et. al., Case No. 1:18-cv-04347, United States District Court, Northern District of Illinois, and the instant case, and any future cases where Plaintiff's counsel (defined as Lockridge Grindal Nauen P.L.L.P. and plaintiff's co-counsel in those cases in which Lockridge Grindal Nauen P.L.L.P. is a counsel of record, concerning the heavy metal and/or BPA content of Defendants' dry pet food products ("Pet Food Cases").

N. "Responsive Document" means any Document, excluding source code, that is responsive to any Document requests served on the Producing Party in the Litigation that the Producing Party has agreed to produce or that the Producing Party has been ordered to produce by the Court.

O. "Tagged Image File Format" or "TIFF" refers to the CCITT Group IV graphic file format for storing bit-mapped images, with multiple compression formats and resolutions.

IV. PRESERVATION

The parties have discussed their preservation obligations and needs and agree that preservation of potentially relevant ESI will be reasonable and proportionate. To reduce the costs and burdens of preservation and to ensure proper ESI is preserved, the parties agree that:

(a) Only ESI created or received between July 1, 2008 and the present will be preserved;

(b) The parties have exchanged, or will exchange, a list of the types of ESI they believe should be preserved and the custodians, or general job titles or descriptions of custodians, for whom they believe ESI should be preserved, e.g., "HR head," "scientist," and "marketing manager." The parties shall add or remove custodians as reasonably necessary;

(c) The parties will meet and confer regarding the number of custodians per party for whom ESI will be preserved and/or produced;

(d) These data sources are not reasonably accessible and because of the proportionality factors need not be preserved pursuant to Fed. R. Civ. P. 26(b)(2)(B): backup or other long-term storage media that were created as a data back-up or disaster recovery medium, digital voicemail, text messages, automatically saved versions of documents, temporary data stored in a computer's random access memory (RAM), or other ephemeral data that are difficult to preserve without disabling the operating systems, deleted, slack, fragmented or other data only accessible by forensics, server, system or network logs, and systems no longer in use that cannot be accessed.

V. SEARCH

The parties agree that in responding to an initial Fed. R. Civ. P. 34 request, or earlier if appropriate, they will meet and confer about methods to search ESI in order to identify ESI that is subject to production in discovery and filter out ESI that is not subject to discovery.

VI. PRODUCTION FORMATS

(a) The parties agree to produce documents in TIFF and/or native file formats as set forth below, except any documents that get produced in the Loeb v. Champion ("Wisconsin Action") will be produced in the Litigation under the ESI protocol used in the Wisconsin Action. This provision shall only apply to the extent the Wisconsin Action's ESI protocol requires production of certain documents in formats that deviate from the TIFF and/or native file formats set forth below. Further, the Litigation's ESI protocol will apply if a document's format is not directly addressed in the Wisconsin Actions ESI protocol. If particular documents reasonably warrant a different format, the parties will cooperate to arrange for the mutually acceptable production of such documents. The parties agree not to degrade the searchability of documents as part of the document production process.

(b) Electronic Production of Paper Documents as Static Images: The parties agree that to the extent that a producing party elects to produce hard copy documents in electronic format, such documents will be produced in the following format:

(c) Production of ESI in Native File Format: The parties agree that certain documents will be produced in native format, including:

Any documents produced in native format should be produced in accordance with the following specifications:

(d) Production of ESI as Static Images: Except for those documents produced in native format pursuant to Section 5(c), above, the parties agree that ESI will be produced in TIFF format according to the following specifications:

(e) Production of Searchable Text: Searchable/extracted text should be produced as a document-level multi-page text file with the text file named the same as the BEGBATES field and placed in a separate folder. The full path of the text file must be provided in the .DAT file in the TEXTLINK field. For files produced natively, the full path of the native file (also named the same as the BEGBATES field) must be provided in the .DAT file for the NATIVELINK field. Searchable/extracted text for redacted documents will reflect only the non-redacted portions.

(f) Metadata: The parties will include metadata, if available in the original file, in a.DAT file with the following fields:

(g) Each page of a document produced as an image shall have a legible, unique numeric identifier (Bate Number) electronically "burned" onto the page at a place that does not obscure, conceal or interfere with any information originally appearing on the document and with a prefix to identify the producing party. If a document is produced in native format, the title of the document will be the Bates number for that document, with any confidentiality designation suffixed.

(h) A producing party shall not be required to search for or produce more than one identical copy of responsive documents absent a showing of good cause that the production of such additional identical copies is necessary, provided that other custodians from whom an identical copy was collected are identified in the "CUSTODIANOTHER" field.

VII. DE-DUPLICATION

De-duplication may be performed globally (across the entire production) and within each custodian. If a duplicate document exists that is part of a document family, the duplicate will only be removed if the entire family is removed as a duplicate.

VIII. PASSWORD-PROTECTED FILES.

To the extent any produced Documents are password-protected, the producing party must either unlock the Document prior to production or provide passwords in order to allow access by the receiving party. If the producing party is unable to process a Document because of unknown passwords or other encryption that cannot be cracked using reasonably standard means, the producing party shall retain a listing of such Documents in an exception report.

IX. TIMELY PRODUCTION

The Parties will endeavor to produce Documents in a rolling but reasonably timely manner and in accordance with the timelines set forth in the Federal Rules of Civil Procedure. If either party feels production has been unreasonably delayed, the parties agree to confer via telephone or in person in order to attempt to reach a mutually agreeable consensus prior to court involvement.

X. DOCUMENTS PROTECTED FROM DISCOVERY

(a) Pursuant to Fed. R. Evid. 502(d), the production of a privileged or protected document, whether inadvertent or otherwise, is not a waiver of privilege or protection in this case or in any other federal or state proceeding. Nothing contained herein or in the Protective Order filed concurrently herewith is intended to or shall serve to limit a party's right to conduct a review of documents, ESI or information, for relevance, responsiveness and/or segregation of privileged and/or protected information before production.

(b) Communications involving trial counsel that post-date the March 1, 2018 filing of the complaint in the Reitman Action need not be placed on a privilege log.

XI. PRIVILEGE LOG AND TREATMENT OF PRIVILEGED MATERIALS

(a) Consistent with the Federal Rules of Civil Procedure, a Party withholding or redacting any responsive Document on the grounds of privilege, immunity, or any similar claim shall provide to the receiving party a privilege log within 60 days following the production of documents from which the privileged documents are withheld, except that the Parties shall have no obligation to log (i) privileged communications with outside counsel whose representation is relevant to the subject matter of this action; (ii)work product material created after the start of the Related Litigation; and (iii) redactions of produced documents, provided that the reason for the redaction appears on the redaction label and the producing party honors reasonable requests to log redactions of designated documents in which a log entry is necessary to enable a receiving party to assess the claim that the information is privileged or subject to protection as trial-preparation material.

(b) Privilege Log Contents. For each Document withheld or redacted, the privilege log shall contain the following information: (i) the date of the Document; (ii) identification of the person(s) who authored or sent the Document, including their name, job title, and any other information needed to assess the claim of privilege; (iii) identification of person(s) designated as addressees or copyees, including their name, job title, and any other information needed to assess the claim of privilege; (iv) a description of the contents of the Document that, without revealing information itself privileged or protected, is sufficient to understand the subject matter of the Document and the basis of the claim of privilege or immunity; (v) the type or nature of the privilege asserted (e.g., attorney-client privilege, work-product doctrine, etc.); and (vi) subject to the limitations above, Bates numbers for produced documents with redactions. For all individuals listed on a log whose role as an attorney—or legal personnel acting under the direction of an attorney—is the basis for a claim of privilege, the privilege log shall identify them as such, including whether they are inside or outside counsel (for example, by placing an asterisk next to the name).

(c) Protocols for Logging E-mail Chains. Any E-mail chain (i.e., a series of E-mails linked together by E-mail responses and forwarding) that is withheld or redacted on the grounds of privilege, immunity, or any similar claim shall be logged as one Document and shall be identified by the top-most E-mail in the chain that is withheld or redacted. The Parties shall not be required to log identical copies of an E-mail that is included in a chain that has been logged in accordance with this Paragraph.

(d) Protocol for Logging "Families." Each member of a family (i.e., E-mail attaching memorandum) that is withheld or redacted on the grounds of privilege, immunity or any similar claim shall be identified on the log separately.

(e) Protocol for Partially Privileged or Protected Documents. If only a portion of a responsive document, including, without limitation, E-mail, is claimed to be privileged or protected, the producing party shall furnish a redacted version of the responsive document, removing only the part(s) thereof claimed to be privileged or protected from disclosure. If portions of Documents are redacted for privilege or for any other reason, the producing party shall mark every page or significant component that contains privileged or redacted information "Redacted." The producing party shall provide a redaction log, which sets forth the specific bases of any applicable privilege, immunity, or protection against disclosure, so that the receiving party may evaluate redactions and assertions of privilege as to such partially-produced Documents, as well as Documents that are entirely withheld from production.

XII. REDACTIONS

In addition to redactions for protecting attorney-client privilege and attorney work product, the parties may use redactions to protect information prohibited from disclosure by federal, state, or foreign statutes or regulations; medical information concerning any individual person; and personally identifiable information or sensitive personal information. A party may not redact information on the basis that it is non-responsive or not relevant, or that it contains trade secrets or other confidential information. Redacted documents will be produced in TIFF format with corresponding searchable OCR text and the associated metadata for the document, ensuring the redacted content is fully protected from disclosure.

XIII. MODIFICATION

This Order may be modified by an Order approved by the Court.

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD

IT IS SO ORDERED.