STIPULATION AND [PROPOSED] PROTECTIVE ORDER REGARDING PROTECTION OF CONFIDENTIAL DOCUMENTS AND INFORMATION

CARLA WOEHRLE, Magistrate Judge.

I. GOOD CAUSE STATEMENT

This case arises from a dispute between plaintiffs Quicksilver Air, Inc., Richard C. Swisher and Sharon Swisher and defendants Helicopter Engine Repair Overhaul Services, Inc. t/a H.E.R.O.S., Inc. ("HEROS"), MPB Corporation and Timken Alcor Aerospace Technologies, Inc. There are no other remaining parties to the current action that have been served. Plaintiffs' Complaint alleges a helicopter crash occurring on January 8, 2010, and resulting in personal injury, property damage and lost revenue. Plaintiffs allege defendants' acts and omissions respecting design, manufacture, supply, inspection, repair and/or installation of component parts resulted in the engine failure and power loss that caused the crash. Defendant HEROS and defendants MPB Corporation and Timken Alcor Aerospace Technologies, Inc. (collectively, "Timken"), have cross-claimed against each other for contribution and indemnity.

Plaintiffs and defendants (the "Parties" to this action) have sought, or may seek, discovery of documents and information from each other, including, but not limited to, documents comprising or pertaining to design and manufacturing, engineering studies and drawings, internal emails and identification and contact information for party principals and employees. Such documents may contain trade secrets, are proprietary, and/or contain competitively sensitive information and should not be publicly disseminated, particularly for access by competitors of such parties. Further, the risk of public dissemination of personally identifying and contact information of party principals or employees should be eliminated to the extent possible.

The Parties have negotiated in good faith and now submit to the Court for approval this proposed Stipulated Protective Order governing the production and use of confidential documents and information during the course of this case.

II. TERMS OF PROTECTIVE ORDER

1. Any Party may designate items of discovery or other information produced or disclosed to any other Party as confidential and subject to the terms of this Protective Order, so long as any such designation is made in good faith. Items, including documents, tangible things or information, may be designated as confidential if a Party believes in good faith the information contains trade secrets, personal information, competitively sensitive information, sensitive security information, proprietary information, financial information, customer lists, employee information or otherwise confidential information. All documents designated as confidential under this Order shall be marked prior to production by placing the words "CONFIDENTIAL: ANY USE, COPYING OR DISSEMINATION OF THIS DOCUMENT IS GOVERNED BY A COURT ORDER" (or words to that effect) on each page of the document. Except as otherwise adjudicated by the Court, all items so marked, and all copies, prints, summaries, or other reproductions of such information, shall be subject to this Order.

2. Unless otherwise directed by the Court or through prior written agreement of the Parties, and subject to the limitations of Paragraph 1 above, information and documents subject to this Order shall not be used or shown, disseminated, copied, or in any way communicated to anyone for any purpose whatsoever, other than as required for the preparation and trial of this action, including any appeals. Any copies, excerpts, summaries, analyses, or other disclosures of, or references to, the substance or contents of any information designated as confidential shall be protected to the same extent as the underlying information. Except as provided for below and in the paragraphs that follow, the Parties shall keep all confidential information and documents strictly confidential from all persons. The application of these confidentiality provisions include, without limitation, prohibiting disclosure of any confidential information or documents by the Parties and their counsel to any media outlet, or to any employee, member or affiliate of any media outlet. The information and documents subject to this Order may be disclosed only to:

3. Disclosures may be made to such persons identified in Paragraph 2, and such persons may review such disclosures, only as necessary for purposes of litigating this action. The persons identified in Paragraph 2 shall not otherwise disseminate the information and documents subject to this Order, or the substance of such information or documents.

4. Counsel (and counsel's staff) for the receiving Parties shall abide by, and be bound by, the provisions of this Protective Order, and shall use due care to ensure that the provisions of the Protective Order are known and adhered to by clients, all persons under counsel's supervision and/or control and any person, firm or corporation who has been retained by counsel to act on the receiving Party's behalf in connection with this litigation.

5. With respect to deposition testimony and any document marked as an exhibit thereto, the designation of confidentiality may be made on the record at the time of the deposition, and the designated testimony shall be subject to the full protection of this Order, unless challenged in accordance with the procedures of Paragraph 14. In the case of testimony not so designated during the course of a deposition, counsel may so designate confidential testimony, within thirty (30) days of the deposition testimony and/or exhibits which contain confidential material, in which case the designated testimony and/or exhibits shall be subject to the full protections of this Order. Until the thirty (30) day period for notification has elapsed, deposition transcripts in their entirety and all exhibits are to be considered as confidential and proprietary and subject to the provisions of this Protective Order. If, prior to and/or during the course of a deposition, a witness refuses to be bound by the terms of the Protective Order, the deposition shall be adjourned until application can be made to the Court regarding the deposition.

6. Each person given access to documents and information subject to this Order, except those persons identified in paragraph 2(d), (f), and (g) above and except witnesses shown confidential documents for the first time at a deposition or in court where a court reporter is present, must acknowledge this Order and agree, in writing, to be bound by all its terms and conditions. This requirement must be satisfied by obtaining the signature of the person or persons on a copy of the Agreement to Be Bound By Protective Order attached as Exhibit "A" hereto. By agreeing to be bound by this Order, each person consents to the jurisdiction of this Court over his or her person for any proceedings involving alleged improper disclosure of documents or information protected by this Order. Each Party shall maintain the original signed written agreements and a verified list of all experts, consultants or persons to whom the information and documents or copies thereof were revealed. The list of signatories shall not be revealed to any other person or persons except through court order, which shall only be granted upon a showing of good cause. The Parties agree that a prima facie showing of good cause may be established by evidence that a protected document has been disseminated or used contrary to the terms of this Order (e.g., is in the possession of one not bound by the terms of this Order) and that a reasonable basis exists to find that a particular individual or Party (or agents thereof) improperly used or disseminated the confidential information. The Party that appears to have improperly disseminated the protected document or information shall be required to produce its list of signatories to the Agreement to Be Bound by Protective Confidentiality Order to the Party having claimed confidentiality. If a witness is shown confidential documents for the first time at a deposition or in court where a court reporter is present for delivery on the record, then delivery of this Order on the record shall cause the witness to be bound by this Order, and the witness shall be subjected to the jurisdiction of this Court over his or her person for any proceedings involving alleged improper disclosure of documents or information protected by this Order.

7. If a Party intends to submit to the Court a document marked as confidential either before or during trial, that Party or any other Party may request that such document be placed under seal according to the procedures required by Local Rule 79-5. If the Parties agree, such request shall be presented to the Court as a stipulated motion. Otherwise, the request shall be presented to the Court as a contested motion. Good cause must be shown for the under seal filing. The purpose of this provision is to avoid placing documents under seal unnecessarily.

8. Neither this Order nor the designation of any item as confidential shall be construed as an admission that such document, information or testimony would be admissible in evidence in this litigation or in any other proceeding. In addition, this Protective Order does not, of itself, require the production of any information or documents; nor does the existence of this Order constitute an admission or finding that any material marked as confidential is entitled to protection under applicable law.

9. Nothing in this Order shall be deemed a waiver of any Party's right to: (a) oppose discovery on grounds other than that the same constitutes or contains confidential information, or (b) object on any ground to the admission in evidence, at the trial of this action, of any confidential information. The entry of this Order shall not be interpreted as a waiver of the right to object to the furnishing of information in response to discovery requests or to object to a requested inspection of documents or facilities. Neither the agreement to, nor the taking of any action in accordance with the provisions of this Protective Order, nor the failure to object thereto, shall be interpreted as a waiver of any claim or position or defense in this action, or any other actions.

10. If any Party wishes to petition the Court to modify this Order or its application to certain documents or information, the Party shall follow all applicable rules of Civil Procedure and Local Rules in petitioning the Court for relief.

11. All Parties, within sixty (60) days of the final conclusion of all aspects of this litigation, or a dismissed Party within thirty (30) days of that Party's dismissal with prejudice prior to the final conclusion of all aspects of this litigation, shall:

12. Up and until the commencement of trial, but not thereafter, the provisions of this Order relating to the confidentiality of protected documents and information shall remain in full force and effect and continue to be binding, except with respect to documents or information that is publicly available. This Court retains jurisdiction over all persons provided access to confidential materials or information for enforcement of the provisions of this Order up and until trial is commenced, but not thereafter.

13. Nothing in this Order shall be deemed to preclude any Party from seeking or obtaining, on the appropriate showing, additional protection with respect to the confidentiality of documents or information. Nor shall any provision of this Order be deemed to preclude any Party from challenging the validity of the confidentiality of any materials or information so designated.

14. If a Party elects to challenge the designation of confidentiality ("Challenging Party") of any document, information or testimony, the Challenging Party shall notify the Party who designated the challenged document ("Designating Party") as confidential of its challenge, in writing. Once the challenge is raised, the Parties shall promptly confer and make reasonable and good faith efforts to resolve the disagreement without intervention by the Court. If they are unable to resolve their differences in good faith within ten (10) days of receipt of the challenge, the Challenging Party shall file a request for a ruling from the Court with respect to the confidential treatment of the information at issue within thirty (30) days of completion of the meet and confer efforts. The Designating Party shall have the burden to prove that the challenged document, information or testimony is entitled to protection under applicable law. Until such time as the Parties' contentions regarding the confidentiality of documents, information or testimony are fully and finally adjudicated, all documents, testimony or other materials designated by defendants as confidential shall retain their confidential status. Nothing in this agreement shall be deemed to alter, modify or reduce the burden on any party asserting a privilege to make out all elements of the privilege claimed.

15. It is recognized by the Parties to this Protective Order that documents or testimony may be designated inadvertently or erroneously as confidential, or that such a designation inadvertently or erroneously may be omitted with respect to documents or information that are entitled to such protection. Any Party to this Protective Order may correct its designation or lack thereof within a reasonable time and shall, at its own expense, furnish to all counsel copies of the documents for which there is a change in designation.

16. It is recognized by the Parties that documents or testimony stamped as confidential may be inadvertently disclosed to third parties by a receiving Party. Any receiving Party may correct this inadvertent disclosure without sanction by immediately bringing it to the attention of the producing Party by letter to the producing Party's counsel in which the third Party is identified by name and address. The receiving Party shall further provide an affidavit of counsel confirming that to the best of his or her knowledge the documents and any copies thereof were recovered from the third party.

17. All documents or information produced by the Parties prior to the entry of this Protective Order by the Court shall be subject to the provisions of this Protective Order to the same extent as if such Protective Order had been entered by the Court as of the date such documents or information were produced. Producing Parties shall have thirty (30) days from the date of entry of this Order to designate already-produced materials as confidential. However, documents or information obtained through means other than discovery in this action shall not be subject to this Protective Order.

18. In the event that any person identified in paragraph 2 above who has been provided access to confidential information produced in this action ("Person Served"): (a) is served with a subpoena in another action, or (b) is served with a demand in another action to which he or she is a party, or (c) is served with any other legal process by one not a Party to this litigation, seeking information that has been produced in this action by another Party and which is subject to this Protective Order, the Person Served shall give prompt written notice of such event to counsel of record for the Party that produced the information. Upon receipt of written notice, the Party which produced the information shall advise the Person Served of that Party's position with respect to the protected information. Thereafter, the Party which produced the information shall assume responsibility for prosecuting any objection to the discovery requests, subpoena or demand, and the Person Served shall cooperate to the extent necessary to preserve the confidentiality of the information. Should the person seeking access to information take action to enforce such discovery requests, subpoena, demand, or other legal process, the Person Served shall set forth in his response the existence of this Stipulated Protective Order. Nothing herein shall be construed as requiring or encouraging the receiving Party to challenge or appeal any order requiring production of the information or to fail to comply with any lawful directive or order from another court.

19. This Order shall not prejudice the Parties' rights or arguments regarding whether documents or information used at trial do or do not remain confidential. Such issues will be taken up as a separate matter upon motion of any Party.

20. It is understood by the Parties that this Stipulated Protective Order may be executed in one or more counterparts, each of which shall be deemed an original.

EXHIBIT "A"

AGREEMENT TO BE BOUND BY PROTECTIVE ORDER

I, the undersigned, acknowledge that I will be receiving documents that have been designated confidential and subject to the terms of the Stipulated Protective Order entered in the above-captioned case. I understand that such confidential material is to be provided to me pursuant to the terms and restrictions of the aforementioned Protective Order and acknowledge that I have been given a copy of and have read that Protective Order. I understand that any use by me of documents or information designated confidential under the Stipulated Protective Order, or any portion or summaries thereof, in any manner contrary to the provisions of the Stipulated Protective Order, will subject me to the sanctions of the Court. I hereby agree to be bound by all of its terms.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.