ORDER

G.R. SMITH, Magistrate Judge.

In this qui tam False Claims Act case, non-party Simione Healthcare, Inc. and defendant SouthernCare, Inc. move to quash relator Chad Willis' subpoena to Simione that seeks records of its 2009-2013 Medicare compliance reviews of SouthernCare. Docs. 109 & 110. Willis believes that the subpoena is a proper attempt to obtain discovery essential to his claims. Doc. 114.

I. BACKGROUND

Six years ago, SouthernCare settled claims that it unlawfully billed Medicare for hospice patients who did not meet hospice criteria. See Rice v. Southerncare Inc., No. 2:05-cv-873, doc. 43 (N.D. Ala. Jan. 15, 2009) ("Rice"). It agreed with the Office of Inspector General ("OIG") to employ an Independent Review Organization ("IRO") for five years to ensure compliance with "the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs." Doc. 114-1 (SouthernCare-OIG "Corporate Integrity Agreement" (CIA)). Simione was that IRO. See doc. 114 at 3; doc. 109 at 3.

Simione "perform[ed] reviews to assist [SouthernCare] in assessing and evaluating the eligibility of hospice patients for the hospice benefit;" conducted an annual Medicare and Medicaid eligibility review; and periodically reviewed SouthernCare for "unallowable cost[s]." Doc. 114-1 at 9-12. It provided annual IRO reports to the OIG, and also performed whole-system reviews of SouthernCare as needed. Doc. 110-1 at 11. As an IRO, Simione claims it used "confidential and proprietary business tools, software and audit practices for efficient and effective analysis." Doc. 109 at 4.

Little more than a year after the Simione-SouthernCare IRO relationship began, Willis filed this action. Compare doc. 1 (filed May 18, 2010), with doc. 114-1 at 33-34 (executed on January 13, 2009). He asserts hospice-related violations of the False Claims Act similar to those SouthernCare settled in Rice. See, e.g., doc. 90 at 47-54. About four months into discovery, Willis served a subpoena on Simione seeking documents related to Simione's work as SouthernCare's IRO.1 See doc. 110-1 at 4; doc. 107.2 Simione and SouthernCare both moved separately to quash the subpoena. Docs. 109 & 110.

III. ANALYSIS

Simione argues that the subpoena (1) requires it to disclose proprietary trade secrets and confidential business information; (2) attempts to use Simione as an unretained expert; (3) imposes an undue burden; and (4) seeks disclosure of protected patient information and privileged materials and communications. Doc. 109 at 1-2. SouthernCare first asserts that it has standing to contest the subpoena. Doc. 110-1 at 6. It then argues that Willis seeks to misuse the IRO reports, and that the subpoena (1) asks for SouthernCare's confidential commercial information, and (2) is an overbroad fishing expedition.3 Id. at 8-10, 13-15.

Willis counters that the stipulated protective order in this case (doc. 105) obviates any concerns about trade secrets and confidential information; the subpoena seeks facts from Simione, not expert opinions; and Simione has not established that the subpoena is unduly burdensome. Doc. 114 at 6-15.

A. SouthernCare's Standing

Before reaching the merits of any arguments, the Court must decide whether SouthernCare has standing to challenge a subpoena directed to Simione, a non-party. Generally, "[a] motion to quash [a subpoena], or for a protective order, should be made by the person from whom the documents, things, or electronically stored information are requested. Numerous cases have held that a party lacks standing to challenge a subpoena absent a showing that the objecting party has a personal right or privilege regarding the subject matter of the subpoena." 9A CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE § 2463.1 (3d ed. 2008). A personal right or privilege exists, for example, when the subpoena seeks a party's employment or mental health records from a third-party. See Stevenson v. Stanley Bostitch, Inc., 201 F.R.D. 551, 555 n.3 (N.D. Ga. 2001) (psychiatric records); Barrington v. Mortg. IT, Inc., 2007 WL 4370647 at * 2 (S.D. Fla. Dec. 10, 2007) (employment records). Consistent with the personal right requirement, "[o]bjections unrelated to a claim of privilege or privacy interests are not proper bases upon which a party may quash a subpoena." Khumba Film (PTY), Ltd. v. Does 1-14, 2014 WL 4494764 at *2 (D. Cob. Sept. 12, 2014). "Thus, even where a party has standing to quash a subpoena based on privilege or a personal right, he or she lacks standing to object on the basis of undue burden." Id.

Here, Willis seeks all documents relating to Simione's work as SouthernCare's IRO. That encompasses "any copies of SouthernCare, Inc. documents in [Simione's] possession, including but not limited to patient files, medical records, financial documents, training materials, compliance materials, corporate documents, and marketing materials." See doc. 107-1 at 6. To state the obvious, SouthernCare has a personal right to its own documents, even if Simione possesses them, and thus may challenge the subpoena to that extent. See Barrington, 2007 WL 4370647 at * 2 (plaintiff had standing to quash subpoena seeking his employment records even though a non-party produced and retained those records). It also has a personal right in documents Simione created as part of its IRO work. Such documents all intimately regard SouthernCare and so resemble employment and psychiatric records, which, while produced by an employer or physician, relate to the employee or patient, who thus has standing to object to their inclusion in a subpoena. See Barrington, 2007 WL 4370647 at * 2; Stevenson, 201 F.R.D. at 555 n.3.

SouthernCare does not, however, have standing to object to the subpoena as an overbroad fishing expedition, doc. 110-1 at 15. See Khumba Film, 2014 WL 4494764 at * 2 ("undue burden" objection improper when asserted by non-party to a subpoena). Simione, not SouthernCare, is the subpoena target and thus will suffer any burden or expense from the breadth of Willis' requests. An "overbroad" objection is, therefore, Simione's to make, and the Court will not consider SouthernCare's argument on that score.

Nor will it consider SouthernCare's version of the "unretained expert" argument. See doc. 110-1 at 10-12. SouthernCare has no personal interest in protecting against an uncompensated taking of Simione's intellectual property (though being the subject matter of that property gives it an interest sufficient to object on confidentiality grounds) and thus lacks standing to object pursuant to Fed. R. Civ. P. 45(d)(3)(B)(ii). See Khumba Film, 2014 WL 4494764 at * 2. Given its personal stake in its own documents and those produced about it by Simione, though, the Court will consider SouthernCare's misuse of IRO documents argument, as well as its commercially sensitive information objection. See doc. 110-10 at 8-10.

B. Trade Secrets and Confidential Business Information

Both SouthernCare and. Simione want the subpoena quashed because, they say, it seeks sensitive information protected from disclosure. SouthernCare's concern is its own allegedly confidential commercial information, doc. 110-1 at 8, while Simione balks at disclosing its "confidential business information and proprietary trade secrets." Doc. 109. Willis counters that the protective order already in place safeguards that information and so obviates any disclosure concerns SouthernCare and Simione have. Doc. 114 at 9-11. Even if it does not, Simione and SouthernCare have publicly discussed Simione's IRO reviews and, according to Willis, thus waived any right to keep them behind closed doors. Id. at 8.

Courts may quash a subpoena if it requires "disclosing a trade secret or other confidential research, development, or commercial information." Fed. R. Civ. P. 45(d)(3)(B)(i).4 But "there is no absolute privilege for trade secrets and similar confidential information." Festus & Helen Stacy Found., Inc. v. Merrill Lynch, Pierce Fenner, & Smith Inc., 432 F.Supp.2d 1375, 1380 (N.D. Ga. 2006) (quoting Fed Open Mkt. Comm. of Fed. Reserve Sys. v. Merrill, 443 U.S. 340, 362 (1979)). Instead, "courts weigh the claim to privacy against the need for disclosure, and commonly enter a protective order restricting disclosure."5 Festus & Helen, 432 F. Supp. 2d at 1380. Such an order may require that "a trade secret or other confidential . . . commercial information . . . be revealed only in a specified way." Fed. R. Civ. P. 26(c)(1)(G).

As Willis points out, a protective order already exists in this case that binds the parties (SouthernCare and Willis). Doc. 105. It covers production of (1) health information (e.g., patient records) subject to the Privacy Act and other privacy protections; and (2) documents and information "that [are] proprietary and/or confidential, as well as use of such information in depositions, open court," and the filing of confidential documents. See id. For all trade secrets and commercially sensitive information, the protective order requires unredacted production to the other party, but limits the use of that information to this litigation and disclosure to the parties and their experts. Id. at 23.6 It does not, however, prevent SouthernCare's objection to the present subpoena. See id. at 5 ("This Consent Protective Order does not constitute a ruling on the question of whether any particular material is properly discoverable or admissible and does not constitute any ruling on any potential objection to the discoverability of any material.").

More importantly, the protective order does not currently apply to Simione at all. See generally doc. 105 (only discussing protections and obligations in terms of "the parties" — Willis and SouthernCare, but not Simione). If it did though, and if the documents Simione and SouthernCare refuse to produce are in fact confidential commercial information,7 the subpoena poses no danger to Simione or SouthernCare. Any disclosed materials labeled confidential pursuant to the protective order would stay within the confines of this litigation and could not be disclosed to non-parties. Such non-public disclosure, precisely because the public and competitors lack access, would not jeopardize privacy interests or Simione's competitive advantage in the marketplace.8 See, e.g., doc. 109 ("Simione has a critical interest in its [trade secrets] in order to preserve its ability to effectively serve and compete in the healthcare market. . . .").

By contrast, much of the information sought is directly relevant to Willis' claims.9 Simione's IRO reviews of SouthernCare's operations only occurred as part of a settlement of claims in Rice stemming from conduct identical to that Willis challenges here. See Rice, No. 2:05-cv-873 (N.D. Ala. 2005), doc. 43. Put differently, Simione reviewed SouthernCare with an eye to whether SouthernCare was illegally billing Medicaid for hospice patients — the factual core of Willis' claims. Compare id., with doc. 1. No logical leap is needed to conclude that information in the IRO review materials is relevant and likely to lead to the discovery of admissible evidence. See Fed. R. Civ. P. 26(b)(1). Nor is any leap necessary to conclude that Willis needs the information sought since no other entity, SouthernCare included, has investigated SouthernCare's hospice billing practices in depth over a period of five years and produced detailed analyses of the same. See In re Domestic Drywall, 300 F.R.D. at 243-44 (plaintiffs showed substantial need that could not otherwise be met without undue hardship for research firm's reports on drywall industry pricing because (1) firm was only source for the reports, and (2) the reports contained highly relevant information). On balance, then, Willis' need for the IRO reports, given their relevancy and the protective order's mitigation of privacy concerns10 (again, assuming it applies to Simione), outweighs Simione's and SouthernCare's right to keep their allegedly confidential commercial information totally private.

The "Public Citizen"11 cases Simione and SouthernCare lean on so heavily do not suggest a different result. Public Citizen I held that IRO reports made pursuant to a CIA are commercial and confidential for purposes of the Freedom of Information Act (FOIA). 975 F. Supp. 2d at 117 ("[T]he Court finds that information pertaining to the IRO Reports, responses, and corrective action taken in response to the IRO Reports were properly withheld under [the confidential commercial information] Exemption. . . ."). At best, that holding brings portions of Willis' subpoena within Rule 45(d)(3)(B)(i)'s "confidential commercial" ambit and so permits, but does not require, quashing or modification. Id. ("[T]he court . . . may, on motion, quash or modify the subpoena if it requires . . . disclosing trade secrets . . . or confidential . . . commercial information. . .

As Willis correctly notes (doc. 114 at 10 n. 7), FOIA determinations and decisions to quash a subpoena are two different analytical animals driven by different considerations.

Public Citizen I, 975 F. Supp. 2d at 93. Some categories of information, like confidential commercial information, however, are exempt from FOTA disclosure. See, e.g., id. (evaluating whether IRO reports confidential commercial information for purposes of 5 U.S.C. § 552(b)(4) and thus exempt from disclosure). Hence, in the FOIA world, a document, or portion of a document, is either subject to disclosure or exempt — there's no middle ground.

Whether to quash a subpoena under Rule 45, in contrast, is not so black and white. Some circumstances require a court to quash. See Fed. R. Civ. P. 45(d)(3)(A) ("When Required"). But others merely permit quashing or modification, an option foreign to FOIA. See id. at (d)(3)(B) ("When Permitted"). Indeed, Rule 45(d)(3)(B)(i)12 expressly contemplates that subpoenas seeking confidential commercial information (which FOIA exempts from disclosure) may be quashed or not (thus potentially exposing such information to the public), or be modified to limit the impact of disclosure. Moreover, if the requesting party "shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and ensures that the subpoenaed person will be reasonably compensated," courts can order production "under specified conditions." Fed. R. Civ. P. 45(d)(3)(C) (emphasis added).

Which path a court takes depends on an analysis absent from FOIA — whether the need for disclosure outweighs a claim to privacy, see Festus & Helen, 432 F. Supp. 2d at 1380, and, in the case of specified conditions, whether the serving party satisfies Rule 45(d)(3)(C)(i) & (ii). Put differently, for subpoenas, the presence of confidential commercial information counsels caution and concern for the disclosing party's business interests, but it does not compel quashing as in FOIA. So while Public Citizen I may persuade that IRO reports are confidential and commercial, because of FOIA's rigid disclose-don't disclose scheme, it does not help to decide whether to quash Willis' subpoena.13

Balancing Simione and SouthernCare's privacy interests against Willis' need for disclosure, on the other hand, does. As discussed above, the protective order already in place (doc. 105) adequately accounts for those interests while permitting disclosure of relevant information. Because (1) Simione will be reasonably compensated for its compliance costs (see below), and (2) Willis has shown a substantial need for some (but not all, see below) subpoenaed materials that cannot be met without undue hardship, the Court rejects Simione and SouthernCare's trade secrets/confidential commercial information objections to Willis' subpoena, and instead specifies that any production Simione makes in response to the subpoena is subject to the current protective order (doc. 105). See Fed. R. Civ. P. 45(d)(3)(C) (courts may "instead of modifying or quashing a subpoena [that falls within 45(d)(3)(B)], order . . . production under specified conditions"); Festus, 432 F. Supp. 2d at 1380 (finding that trade secrets and confidentiality concerns did not merit quashing and instead compelling discovery subject to a protective order).

C. Simione As Unretained Expert

Simione also contends that Willis' subpoena is a backdoor attempt to procure Simione's expert analysis of SouthernCare's operations without compensation.14 See doc. 109 at 7-9. To the contrary, says Willis, "Simione is subpoenaed as a fact witness" because the documents sought "reflect critical facts that are in dispute in this case, including whether SouthernCare was admitting ineligible patients, whether SouthernCare had corporate knowledge of its continued practice of submitting false claims to the government, and whether SouthernCare was taking steps to conceal that fact from the Government." Doc. 114 at 12. Even if that were not the case, Willis argues, "factors applied by courts in considering a motion to quash pursuant to 45(d)(3)(B)(ii) weigh heavily in favor of denying the motion to quash." Id.

"Under Federal Rule of Civil Procedure 45([d])(3)(B)(ii),15 a district court is permitted — but not required — to quash or modify a subpoena if it `requires disclosure of an unretained expert's opinion or information not describing specific events or occurrences in dispute and resulting from the expert's study not made at the request of any party' to the litigation." In re Pub. Offering PLE Antitrust Litig., 233 F.R.D. 70, 76 (D. Mass. 2006) (footnote added). "The advisory committee note clarifies that the [decision whether to quash under Rule 45(d)(3)(B)(ii)] `should be informed by . . . the degree to which the expert is being called because of his knowledge of facts relevant to the case rather than in order to give opinion testimony. . . .'" Glaxosmithkline Consumer Healthcare, L.P. v. Merix Pharm. Corp., 2007 WL 1051759 at * 2 (D. Utah Apr. 2, 2007).

In this context, "facts" means "events that the non-party allegedly witnessed, not information resulting from [its] study as an expert." Id. at * 3. Such "factual information . . . is not shielded by Rule 45([d])(3)(B)(ii)." Public Offering, 233 F.R.D. at 77 (citing Statutory Comm. of Unsecured Creditors v. Motorola, Inc., 218 F.R.D. 325, 327 (D.D.C. 2003) ("When . . . a party seeks only factual information relating to an issue in the case, a witness cannot demand any greater compensation than any other witness merely because he or she can claim some expertise in a discipline or calling.")); see also Arkwright Mut. Ins. v. Nat'l Union Fire Ins. Co., 148 F.R.D. 552, 557 (S.D. W. Va. 1993) ("Discovery of . . . purely factual information does not comprise the `intellectual property' of [a witness] and is therefore not protected by Rule 45([d])(3)(B)(ii).") (quoting Fed. R. Civ. P. 45 advisory committee's note to 1991 amendment).

Some of what Willis seeks crosses the line from fact "to opinion or information not describing specific events or occurrences in dispute and resulting from" Simione's evaluations of SouthernCare's Medicaid compliance and overall operations. Fed. R. Civ. P. 45(d)(3)(B)(ii). In re Domestic Drywall illustrates why. Plaintiffs there alleged that drywall manufacturers engaged in a price fixing conspiracy, in part by communicating with each other (unbeknownst to third-party TRG) via industry research reports published by TRG. 300 F.R.D. at 239-40. Unsurprisingly, plaintiffs subpoenaed the reports and "the investigative files upon which [they] were based." Id. at 239. TRG moved to quash, arguing, as Simione does here, that forced production would result in disclosure of an unretained expert's opinion.16 Id. at 241.

Although the reports were highly relevant, id. at 240-41, the court found portions protected because they contained "company-specific analysis," disclosure of which would "would work a clear and serious injury on TRG" by, in essence, forcing it to give away its intellectual property for free. In re Domestic Drywall, 300 F.R.D. at 242. In addition to the analyses, however, the reports also contained "statements from sources within the industry." Id. at 241. And those, said the court, were "clearly of a factual nature" and thus fell "outside the protections of Rule 45(d)(3)(B)(ii)." Id. at 242.

When applied to Simione's IRO reports, that dividing line — factual statements unprotected, analyses covered — results in limited, though not all-encompassing protection. Those portions of the reports that reflect Simione's analysis of SouthernCare's documents, operations, or hospice billing practices qualify as expert opinion that, since Willis has not paid for it,17 is unretained and protected by Rule 45.18 For instance, a section detailing why Simione concludes that SouthernCare illegally (or not) billed Medicare for hospice benefits for a particular patient would qualify as an expert opinion. Cf. In re Domestic Drywall, 300 F.R.D. at 243 (pricing report statement that a manufacturer had "a history of notoriously little pricing discipline but has [recently] exhibited greater pricing discipline in the past 6-12 months" qualified as expert analysis under 45(d) (3) (B) (ii)) (quotes omitted).

Recitation of the facts underlying a hospice billing conclusion, on the other hand, does not. More specifically, the SouthernCare documents Simione used to evaluate hospice billing practices — e.g., patient records, and SouthernCare's policies and procedures — themselves are not expert opinions. See id. at 244 (factual information on drywall manufacturer's pricing history not protected). They may have formed the factual basis for Simione's protected expert conclusions, but their revelation would not encroach on the service Simione provides its clients, or force a taking of Simione's intellectual property without compensation. See Fed. R. Civ. P. 45(d) advisory committee's note to 1991 Amendments.19 Indeed, the factual, documentary bases for Simione's expert conclusions about SouthernCare's hospice operations came from SouthernCare, not Simione. The protections Rule 45(d)(3)(B)(ii) provides to Simione's analyses in the reports therefore do not apply to the facts they contain.

That is not the end of "unretained expert" analysis though. As with trade secrets, Rule 45 only states that courts "may" modify or quash subpoenas that seek the opinion of an unretained expert, Fed. R. Civ. P. 45(d)(3)(13)(ii), not that they "must." Id. at (d)(3)(A). Even when, as here, a subpoena falls partially within (B)(ii)'s ambit, a court can allow production under specified conditions if the requesting party demonstrates substantial need "that cannot otherwise be met without undue hardship" and ensures reasonable compensation. Id. at (d)(3)(C).

As discussed above, Willis has demonstrated substantial need for the IRO reports the subpoena seeks; the annual analysis of SouthernCare's hospice billing practices that Simione performed from 2009-2013 exists nowhere else and is highly relevant to the hospice-related claims Willis asserts. Since Willis will pay reasonable compensation (see below), Simione cannot rely on Rule 45's unretained expert provision to quash the subpoena. Instead, the Court specifies that it must, subject to the already-entered protective order (doc. 105), produce the reports Willis seeks.

D. Undue Burden

In its last substantial objection,20 Simione claims that the subpoena imposes an undue burden that requires quashing. Doc. 109 at 10 (citing Fed. R. Civ. P. 45(d)(3)(A)(iv)). Willis disagrees, contending that the subpoena's limited time scope, and "specific categories of documents requested" ameliorate any burden on Simione. Doc. 114 at 15. What's more, says Willis, Simione bears the burden of showing undue burden, yet offers nothing more than "[v]ague averments" rather than "actual evidence about burden." Id.

Once again, In re Domestic Drywall provides cogent guidance.

300 F.R.D. at 252.

Although some of the subpoena's requests seek relevant information, many suffer from serious flaws.21 Take request no. 1, which seeks Simione's "entire SouthernCare, Inc. file(s)." Doc. 107-1 at 5. Classically overbroad, see Alig-Mielcarek v. Jackson, 286 F.R.D. 521, 527 (N.D. Ga. 2012) ("Plaintiff's demands are like a bulldozer that levels an entire hill in the hopes of finding some specks of gold."), nothing about the request limits it to documents relevant to Willis' claims or SouthernCare's defenses. Sensitive documents discussing SouthernCare's executive compensation, for example, a matter wholly irrelevant to this case yet one that Simione could conceivably have documents regarding, would fall within the subpoena as currently written. So would documents covering a wide swath of SouthernCare's operations irrelevant to this case (recall that Simione performed "whole-system reviews" of SouthernCare, doc. 110-1 at 11, not just hospice billing practices reviews). Without some limiting component related to the claims or defenses in this case, request no. 1 cannot stand.

Requests no. 3, 5, and 6 suffer from similar flaws. Number 3, which asks for all Simione-SouthernCare correspondence, captures not only hospice billing related communications, but also potentially emails about who's bringing doughnuts to a particular meeting, not to mention myriad other pointless topics that will never lead to admissible evidence. Numbers 5 & 6 seek drafts and exhibits attached to any reports responsive to request no. 4, but Willis has never articulated why he needs those documents. See Fed. R. Civ. P. 45(d)(3)(C)(i) (subpoenaing party must show substantial need for documents covered by Rule 45(d)(3)(B) in order for courts to impose specified conditions of production). Put differently, these requests all to some extent seek irrelevant information, are overbroad, and lack the particularity needed to survive a motion to quash. See In re Domestic Drywall, 300 F.R.D. at 252.

Allowing requests no. 2 and 7 to survive without any modification also would impose an undue burden. Willis has shown no need for "all documents reflecting . . . any review . . . of SouthernCare," (request no. 2), and, even if he had, request no. 2 suffers from vagueness (wiggle words like "reflect" and "relate" often impart that quality on discovery requests) that independently justifies quashing. See, e.g., Fernanders v. Mich. Dep't of Military and Veterans Affairs, 2013 WL 1945985 at *1 (E.D. Mich. May 9, 2013) (court found impermissibly vague a request for production that sought "all documents regarding, reflecting, concerning, pertaining to or evidencing any action . . . by Defendant with respect to an employee being suspended"). Request no. 7, which seeks "any copies of SouthernCare . . . documents," is overbroad in the same manner as request no. 1 (again, it contains no tie-in to Willis' claims), except that any such documents referenced in the IRO reports or that provide the factual basis for those reports must be produced (see request no. 4 discussion below).

Request no. 4 is different.22 As IRO, Simione "assess[ed] and evaluat[ed] the eligibility of [SouthernCare] hospice patients for the hospice benefit," and in doing so its IRO reports speak directly to Willis' claims. Doc. 114-1 at 9. Indeed, Simione only served as IRO because SouthernCare settled claims similar to Willis', see Rice, doc. 43 (N.D. Ala. Jan. 15, 2009), and to ensure that SouthernCare did not commit the very violations Willis contends occurred. See doc. 110-1 at 7 (Simione's "primary role [was] to review a sample of the claims [SouthernCarell submit[ed] to Federal healthcare programs, and, as necessary, a system's review of the organization's process for compiling and submitting claims, including coding and medical necessity"). Unlike requests no. 1 and 3, then, no. 4 seeks highly relevant documents to the extent the reports it asks for concern reviews related to SouthernCare's hospice billing practices. See In re Domestic Drywall, 300 F.R.D. at 252. Any reports reflecting reviews Simione conducted that are not relevant23 to Willis' claims need not be produced.

Other factors for evaluating undue burden also suggest that request no. 4 presents no undue burden. The time period covered by the request corresponds to the time period during which Willis alleges violations occurred, see doc. 50 at 6, and doesn't include conduct covered by SouthernCare's settlement in Rice. And even though Simione's non-party status is a thumb on the scale in favor of finding undue burden,24 the protective order's shield and the reasonable compensation Willis will pay for the reports' production eliminates any burden Simione faces. For request no. 4, then, all that remains is relevant evidence to which Willis and the public have a right absent a good reason for non-disclosure. See Doe No. 1 v. United States, 749 F.3d 999, 1009 (11th Cir. 2014) (privileges and other doctrines that limit disclosure of relevant materials "contravene the fundamental principle that the public has a right to every man's evidence"). And, as discussed above, every reason Simione offers falls short.

E. Reasonable Compensation

The Court can only specify that Simione produce its IRO reports if it ensures that Willis pays reasonable compensation. Fed. R. Civ. P. 45(d)(3)(C)(ii). More than that, Rule 45 requires the Court to enforce the duty serving parties and attorneys have to spare the subpoenaed party "undue burden or expense." Id. at (d)(1).25

To that end, "the drafters of Rule 45([d])(3)(B) sought to prevent the uncompensated taking of intellectual property." Klay v. All Defendants, 425 F.3d 977, 984 (11th Cir. 2005). "[R]easonable compensation" for such takings "[can] include[] more than inspection and copying costs," though "it need not always be so." Id. at 983. Broadly speaking, "compensation is required when compliance with a subpoena causes an actual property loss." Id. at 984.

"The measure of compensation owed . . . depends on the nature of the property." Id. at 985. Most of the time, "one party's gain directly corresponds to another party's loss." Id. But not always. If:

Id. (quotes and cites omitted).

Compensation for "confidential information," like the American Medical Association's statistical reports in Klay and Simione's IRO reports on SouthernCare, is measured by "the loss to the owner of the property." Id. "If the enforcement of a subpoena under Rule 45([d])(3)(B) causes no loss, then the amount of compensation reasonably owed will be zero. If the loss to the owner of the information is substantial, then so will be the amount of compensation even if the gain to the taker of the information is slight." Id.

As in Klay, the production the Court today orders is "strictly limited" by a preexisting protective order (doc. 105) that now applies to Simione. Klay, 425 F.3d at 985. "According to the terms of the protective order," id., the IRO reports can only be disclosed to Willis, his counsel, and any outside experts he hires to review the reports. Doc. 105 at 2-3. Too, use of the reports is limited to this litigation. Id.

"With these strict limitations on the use of the [IRO reports], [Simione will] not suffer a loss in the commercial value of its property." Klay, 425 F.3d at 986. The confidential nature of the reports — which the Court simply assumes for purposes of addressing this motion — endures after disclosure thanks to the protective order. Id. Nor can Simione's competitors access the reports and harm its competitive advantage by discovering its "proprietary trade secrets, [and] confidential business information." Doc. 109 at 3. Disclosure also will not "deprive [Simione] of the opportunity to sell its intellectual property at its market price to any willing buyers . . . because [Willis is] not allowed to use th[e reports] for nonlitigation purposes." May, 425 F.3d at 986. Icing the no-compensation cake, Simione presents nothing more than conclusory assertions that "the value of its intellectual property would be harmed by compliance with the order of production." Id.; see also In re Domestic Drywall, 300 F.R.D. at 239 (the subpoenaed nonparty "must show that disclosure will cause it a clearly defined and serious injury").

Compensation though is more than what in essence are licensing fees for Simione's expert opinion. When courts specify conditions of production for non-parties, reasonable compensation typically also includes payment for out-of-pocket production expenses. See Fed. R. Civ. P. 45(d)(3)(C)(ii); Cohen v. City of New York, 255 F.R.D. 110, 126 (S.D.N.Y. 2008) (reasonable compensation includes payment for "time expended and expenses incurred in complying with the subpoenas"). Here, Simione's production of the IRO reports and any SouthernCare documents the reports mention or rely on will require time and resources to (1) identify and copy (whether electronically or on paper) the reports and documents; (2) review the documents and reports for any privileged material;26 and (3) distribute the final production to Willis. Willis therefore must provide Simione with reasonable compensation for these efforts, including attorney's fees.27 See In re Domestic Drywall, 300 F.R.D. at 250 (attorney's fees a component of "reasonable compensation" under Rule 45(d)(3)(C)(ii)); see also Fed. R. Civ. P. 45(d)(2)(B)(ii) (court orders granting motions to compel must protect non-parties forced to produce documents from "significant expense resulting from compliance"); EEOC v. Kronos Inc., 694 F.3d 351, 372 (3d Cir. 2012) ("We also adopt the general proposition that a non-party should not be expected to bear as great an expense as a party when complying with a subpoena, a principle which finds support in the fact that Rule 45 distinguishes between reimbursement for parties and non-parties.").

F. Next Steps

After considering and rejecting the majority of Simione and SouthernCare's objections to Willis' subpoena, the Court ORDERS the following: in response to request no. 4, Simione must disclose the IRO reports it produced from 2009 to 2013 pursuant to SouthernCare's CIA with the OIG. It must also disclose all SouthernCare documents that the reports mention or whose facts underlie the reports' analyses. Any reports reflecting reviews Simione conducted that are not relevant to Willis' claims need not be produced.28

The protective order already entered in this case (doc. 105) governs those productions.29 The documents and reports Simione produces pursuant to this Order may only be disclosed to Willis, his attorneys, and any testifying or consultative experts that sign the acknowledgment form attached to the protective order. See doc. 105 at 9. Disclosure to other non-parties is strictly forbidden and Willis may only use the disclosed documents and reports for purposes of this litigation.30 Id. at 2. Finally, subpoena requests no. 1-3 and 5-7, for a variety of reasons, impose an undue burden on Simione. The Court therefore excises those portions of the subpoena. Fed. R. Civ. P. 45(d)(3)(A)(iii) (subpoenas that impose an undue burden "must" be quashed or modified).

Simione has 45 days from the date this Order is served to produce the IRO reports and associated documents. Within 14 days of the date this Order is served, Willis and Simione shall confer about the reasonable compensation Willis must pay.31 If they cannot in good faith arrive at an agreement, Simione may then move the Court to order compensation. It has 10 days after the conclusion of failed negotiations with Willis (hence, 24 days after the date this Order is served) to so move.

IV. CONCLUSION

Willis' subpoena in many respects imposes an undue burden on a non-party and so must be quashed or modified. Fed. R. Civ. P. 45(d)(3)(A)(iv). But its substantive core survives. Accordingly, the Court GRANTS IN PART and DENIES IN PART Simione's and SouthernCare's motions to quash. Docs. 109 & 110.

SO ORDERED.