[PROPOSED] ORDER GOVERNING THE PROTECTION OF CONFIDENTIAL INFORMATION

CHARLES F. EICK, Magistrate Judge.

Plaintiff Ahmad Hamad Algosaibi and Brothers Company ("AHAB"), and Defendant Glenn Stewart ("Stewart") (collectively, the "Parties"), by their respective undersigned counsel, hereby stipulate and agree as follows:

1. For purposes of this Order, "Confidential Information" shall mean information that the producing party in good faith believes meets the following criteria: (a) information that is proprietary in nature, involves trade secrets or trade or business methodology, business plans, financial information, private or personal matters relating to employment or finances, and similar commercial, financial, or personal information which the party so designating has, in fact, treated as confidential, and, (b) the information is not known to the public or otherwise in the public domain. Confidential Information shall immediately cease to be Confidential Information once such information becomes known to the public through the actions of the producing party or is otherwise in the public domain. Confidential Information shall not lose its designation owing to any use in this Litigation or other litigation or any improper disclosure. Confidential Information may be in the form of documents, things, testimony, or otherwise, designated in writing, or orally in officially reported proceedings, as "Confidential" by the party (including without limitation, any third party) disclosing such information (hereinafter the "disclosing party"), whether such disclosure be voluntary or otherwise made.

2. Confidential Information is limited to information which is: (a) disclosed or produced, or to be disclosed or produced, by the Parties in response to discovery requests served in the above-captioned case; (b) designated in good faith by the Parties as "Confidential" in accordance with the definition of Confidential Information provided above; and (c) not otherwise known to or in the possession of the parties or available from the public record.

3. Documents are designated as Confidential Information by placing or affixing on them (in a manner that will not interfere with their legibility) "CONFIDENTIAL" or other appropriate notice. A party that inadvertently fails to designate an item as "Confidential" at the time of production may correct its failure in writing within 10 business days of discovery of the omission by the Producing Party. For the purposes of this process, documents may be identified by document control numbers. A party may also designate as "Confidential" any portion of or all testimony provided during a deposition or other proceeding in connection with the above-captioned case. To avoid interrupting deposition testimony, the parties shall make any "Confidential" designations within 10 business days of receipt of the transcript. The parties will treat the entire transcript as Confidential until the expiration of this 10-day period.

4. Either AHAB or Stewart may at any time object to the designation of a document or information as Confidential Information by giving written notice to the producing party and identifying the basis of the objection.

(a) If the Parties cannot resolve the objection within ten (10) business days after the time the notice of the objection is received, it shall be the obligation of the party objecting to the Confidential designation to file, within 15 (15) business days of the written notice of objection, an appropriate motion requesting that the Court-Appointed Special Master Hon. Richard A. Levie (Ret.) ("Special Master") determine whether the disputed information should be treated as confidential pursuant to this Order. If the objecting party fails to file such a motion within ten (10) business days, the objection to the designation of the document or documents as Confidential shall be deemed irrevocably waived.

(b) If such a motion is timely filed, the disputed information shall be treated as Confidential under the terms of this Order until the Special Master rules on the motion or, if applicable, until the Court rules on the Special Master's report and recommendation, whichever is later.

5. This Order applies to Confidential Information disclosed or produced by the Parties in accordance with Paragraph 2, in any form or format whatsoever.

6. All Confidential Information received by the Parties pursuant to Paragraph 2 shall be retained by their respective undersigned counsel as confidential and proprietary in all respects. Confidential Information received by the Parties shall not be used for any purpose except in this proceeding. Any party, however, may move the Special Master for permission to use Confidential Information in other proceedings related to this action upon a showing that such use is premised upon good cause and the need for such use cannot be satisfied by using publicly-available information or information in the possession or control of the party seeking to use the Confidential Information. Neither the Parties nor their undersigned counsel shall use Confidential Information for any other purpose, including without limitation any business or commercial purpose, or in communications with the media, the general public, or other persons, except as provided herein.

7. Neither the Parties nor their undersigned counsel shall, directly or indirectly, by any means whatsoever, disclose the Confidential Information to any person except that disclosures may be made in the following circumstances:

a. Disclosure may be made to counsel for the parties, as well as employees of counsel for the parties who have direct functional responsibility in relation to this proceeding. Any such employee to whom counsel for the parties makes a disclosure shall be provided with a copy of, and become subject to, the provisions of this Order requiring that the documents and information be held in confidence.

b. Disclosure may be made only to employees of a party required in good faith to provide assistance in the conduct of the litigation in which the information was disclosed.

c. Disclosure may be made to court reporters engaged for depositions and those persons, if any, specifically engaged for the limited purpose of making photocopies of documents. Prior to disclosure to any such court reporter or person engaged in making photocopies of documents, such person must agree to be bound by the terms of this Order.

d. Disclosure may be made to consultants, investigators, interpreters, translators or experts (hereinafter referred to collectively as "experts") employed by the parties or counsel for the parties to assist in this proceeding. Prior to disclosure to any expert, the expert must be informed of and agree in writing to be subject to the provisions of this Order requiring that the documents and information be held in confidence;

e. Disclosure may be made to comply in accordance with Paragraph 9 below; and

f. Disclosure may be made if there is prior written consent provided by the Producing Party's counsel.

g. Subject to Paragraph 8 below, any deponents, witnesses, or potential witnesses in this action;

8. Before disclosing any Confidential Information to any person granted access to the Confidential Information as specified above (each, a "Recipient"): AHAB or Stewart, as the case may be, by their respective counsel, shall advise such Recipient of the confidential nature of the information, shall provide to such Recipient a copy of the Order and shall advise such Recipient that he or she may not use any Confidential Information except for the limited purposes permitted by the Order and may not disclose such Confidential Information except in strict compliance with the. No Recipient shall reveal or disclose any Confidential Information to any person who is not entitled to receive Confidential Information under the.

9. If a party or its counsel is properly served with or receives a valid subpoena, order, document request or demand, or compulsory process issued or served by a court, tribunal, agency, or governmental entity, or by or on behalf of any party in any action or proceeding (herein, a "Demand"), and such Demand seeks Confidential Information designated as such by the other party, the party receiving the Demand shall give written notice to the producing party, pursuant to Paragraph 14 below, within at least three (3) business days of receipt, furnishing the producing party a copy of such Demand. If the time stated for production of the documents is sooner than those 3 business days, the notice shall be made as soon as possible and as far in advance of the date of production so as to give the other side time to respond. The party subject to the Demand shall timely set forth the existence of this Order as an objection to the immediate production of the requested Confidential Information and shall not produce the requested materials until at least the 14th business day after having given notice to the producing party if such time is permissible under the Demand. Once timely notice has been provided, the party subject to the Demand is not required to challenge or appeal any demand for production of confidential information or to subject itself to any penalties for non-compliance, and the burden of obtaining an order or agreement precluding such production shall fall exclusively on the producing party. Each party hereby expressly waives any objection or opposition to the other party's intervention or motion to asserting the confidentiality of its information in these circumstances. The producing party shall have 14 business days or the number of days remaining in which the receiving party is required to comply with the Demand, whichever is shorter, to seek relief from this Court or from the appropriate authority in the jurisdiction issuing the Demand. If a motion or other appropriate request for relief is not filed within the time period specified, the producing party may produce the material required by the Demand. A timely-filed objection, however, shall have the effect of staying the receiving party's obligation to comply with the Demand until the motion or request is adjudicated.

10. The Parties and their respective undersigned counsel shall take all steps reasonably required to protect the confidentiality of the Confidential Information; including, wherever possible, filing all such materials under seal and/or otherwise in a manner consistent with maintaining the confidentiality of the information.

11. Nothing in this Order shall require, or be construed to require, the Parties to produce any document or information that is subject to the attorney-client privilege, attorney work product doctrine or any other privilege, immunity or other basis on which such document or information may be withheld from production including, but not limited to, information subject to 31 U.S.C. § 5318(g), 12 C.F.R. § 21.11, 12 C.F.R. § 103.18, 12 C.F.R. § 208.62, or 12 C.F.R. § 353.3 ("Protected Information"). By entering into this Order, the Parties do not intend to waive, and do not waive, any or all privileges or other rights they possess or may possess with respect to the Confidential Information.

12. Inadvertent disclosure and/or production of Protected Information does not waive the applicability of such privilege or doctrine either generally or relative to the Protected Information. Nor does disclosure of Protected Information, inadvertent or otherwise, in connection with this litigation or other proceedings constitute a waiver in any other federal or state proceeding or waiver as to third parties. If a receiving party becomes aware that a document is privileged, the receiving party shall immediately refrain from reviewing the document further and shall promptly inform the producing party of the existence of the document and, if requested, promptly return or destroy the document including any copies.

13. If a producing party discovers at any time that it has inadvertently disclosed Protected Information, it may request that the receiving party return such documents, and the receiving party shall promptly comply with such request. The original documents shall be returned and no copies shall be made of any inadvertently disclosed materials. Upon being notified of the applicable Bates numbers, the receiving party will promptly destroy or remove access to all electronic versions of the document, and destroy any notes or memoranda concerning the privileged information. In no case shall either party permit a third party to obtain or retain a copy of any privileged document.

14. Within 15 business days after requesting return of any inadvertently disclosed document(s), the producing party shall provide a supplemental privilege log that specifically identifies each of the inadvertently disclosed document(s), and discloses all persons to whom the document has been disclosed at any time. If the receiving party disagrees with the claim of privilege or work-product protection as to an inadvertently disclosed and/or produced document, the receiving party may seek relief from the Special Master within 60 days after the request for return is made, and the producing party shall make the document available to the Special Master for in camera inspection. The parties acknowledge that issues of privilege may also arise under foreign law and/or may be litigated in foreign proceedings. Nothing in this paragraph is intended to affect any party's right to claim privilege or work-product protection in the foreign proceedings, or any counter argument or argument of waiver in respect of any such claim.

15. Each party reserves its rights to seek further protection or a determination by this Court regarding the Confidential Information or Protected Information, and neither the execution of this Order nor the production of any Confidential Information or Protected Information pursuant to it shall be construed as a waiver of such rights.

16. All notices, demands and other communications that are required or permitted to be provided pursuant to this Order (each, a "Notice") shall be: (a) in writing, (b) sent by electronic mail coupled with either (i) hand delivery or (ii) next Business Day delivery via Federal Express or other recognized overnight courier service, and (c) deemed effective on the first Business Day after the Notice was sent. Notices shall be sent to the Parties' respective undersigned counsel at the addresses identified below.

17. Upon the termination of this action, including all appeals, whether by decision, lapse of time or otherwise, the Receiving Party will return to the Producing Party or destroy all copies of "Confidential" documents and information received herein, although the parties agree that the Receiving Party's attorneys may retain copies of the "Confidential" documents or information after the close of the case, solely for the purpose of retaining a file copy and they must certify in writing that all other copies have been destroyed or returned and also provided that such documents are retained in a manner designed to ensure continuing confidentiality. This Court shall retain jurisdiction over the subject matter of this Order.

18. This Order may be amended or modified by the Court as it deems appropriate or required in the interests of justice.

IT IS SO ORDERED.