STIPULATED PROTECTIVE ORDER

MICHAEL R. MERZ, Magistrate Judge.

This Order shall govern the use and disclosure of all Confidential Information produced by or on behalf of the parties or any third party or furnished by any person associated with the parties in any deposition, interrogatory answer, response to request for admission, document production, or any other discovery proceeding or exchange of information in this action.

1. As used in this Order, "Confidential Information" means all documents and other material or information which a party in good faith believes to contain confidential financial or business information. Confidential Information must be designated as "Confidential" by the party producing the information, the party that originated the information, or by another party to this action as provided below.

2. A party producing Confidential Information in response to a discovery request or otherwise for use in this litigation shall designate the information as "Confidential" or a substantially similar designation at the time the documents are produced. If the designation of "Confidential" is made by a party other than the party producing the Confidential Information in response to a discovery request or otherwise, such designation shall be made as soon as practicable after the original production and shall be made in writing sent to all counsel of record.

3. Documents and other tangible items shall be designated as Confidential by a stamp or some other label on the documents or items.

4. Deposition transcripts may be designated as Confidential on the record at the time the testimony is given, or within seven days after the transcript is received by the designating party by written notice to all recipients of the transcript. Transcripts shall be maintained as Confidential for at least seven days after their receipt to enable a producing party to designate pages as Confidential. If Confidential Information is to be used at a deposition, the deposition will be closed, during the time that the Confidential Information is used, to all individuals except those permitted to have access to the Confidential Information as provided in this Order.

5. Interrogatory answers and responses to requests for admissions may be designated as Confidential by placing a statement in the answers or responses specifying that the answers or responses or specific parts thereof are designated Confidential. In addition, the designating party shall place the following legends on the front of any set of interrogatory answers or responses to requests for admission containing Confidential Information: "CONTAINS CONFIDENTIAL INFORMATION" and "Designated parts not to be used, copied, or disclosed except as authorized by Court Order."

6. Electronic Data (as hereinafter defined) may be designated as Confidential in a cover letter identifying the information generally. Counsel for the designating party will also mark the electronic or magnetic media with the appropriate designation, such that if the non-designating party reduces such material to hardcopy form, the hardcopy form will be marked with a "Confidential" legend. "Electronic Data" means information stored or recorded in the form of electronic or magnetic media (including email, information, files, databases or programs stored on any digital or analog machinereadable device, computers, discs, networks, or internal or external storage tapes).

7. To the extent that any party creates, develops, or otherwise establishes on any digital or analog machine-readable device, recording media, computers, discs, networks, or tapes any information, files, databases, or programs that contain information designated Confidential, that party must take all necessary steps to ensure that access to that electronic or magnetic media is properly restricted to those persons who, by the terms of this Order, may have access to Confidential Information.

8. No person receiving Confidential Information pursuant to the terms of this Order shall make any use of the Confidential Information except solely for the purpose of prosecuting or defending claims in this action, including any appeals or post-judgment matters. Confidential Information shall not be used for any business, commercial, or other purpose whatsoever.

9. Except upon further Order of the Court or by express written consent of counsel of record, Confidential Information may only be disclosed to the following individuals:

(b) The Court in this action, or any other court having jurisdiction over discovery procedures in the action, and any court personnel, court reporter, videographer or typist recording or transcribing testimony in this action, and any outside, independent reproduction service.

(c) Consulting experts or testifying expert witnesses, their associates, assistants, and other personnel employed directly by the experts who submit to the jurisdiction of this Court and who acknowledge and agree to be bound by the terms of this Order. The experts shall execute an acknowledgment substantially in the form attached as Exhibit A to this Order before being given access to the Confidential Information. A party may not disclose Confidential Information to experts unless:

(d) The author, addressee, or any other person identified in the document as a prior recipient of the Confidential Information; and

(e) The parties to this action, but only to the extent disclosure is required for the prosecution or defense of this action as determined by counsel in good faith.

10. The recipient of any Confidential Information that is provided pursuant to this Order shall maintain such Confidential Information in a secure and safe area; shall exercise due and proper care with respect to the storage, custody and use of all Confidential Information; and shall not reveal, discuss, or disclose such Confidential Information in any manner, in any form, to any person or entity other than as provided in this Order.

11. If a party desires to file Confidential Information with the Court, the party shall first seek leave of Court to file the information under seal. Per authority of Procter &Gamble Co.v. Bankers Trust Co., 78 F.3d 219 (6th Cir. 1996), no document may be filed with the Court under seal without prior permission as to each such filing, upon motion and for good cause shown, including the legal basis for filing under seal. This Protective Order does not authorize filing under seal. Upon receiving permission from the Court, any Confidential Information shall be filed under seal with the Clerk and shall be filed in sealed envelopes or other appropriate sealed containers on which shall be endorsed the caption of this litigation, a generic designation of the contents, the words "CONFIDENTIAL INFORMATION" and "SUBJECT TO COURT ORDER" and words in substantially the following form:

If the Court provides for the electronic filing of documents under seal, such documents shall be filed in compliance with such electronic filing requirements for filing sealed documents. Any pleading or other paper required to be filed under seal pursuant to this Paragraph shall also bear the legend "FILED UNDER SEAL" in the upper-right hand corner of the cover page of the document or following the caption of the document on the cover page. Only those portions of such documents and materials containing or reflecting Confidential Information shall be considered Confidential Information and may be disclosed only in accordance with this Order. Where feasible, only those portions of such filings which are Confidential Information shall be filed under seal. No party or other person may have access to any sealed document from the files of the Court without an order of the Court. The "Judge's Copy" of a sealed document may be opened by the presiding Judge, the presiding Judge's law clerks, and other Court personnel without further order of the Court.

Regardless of any provision in this Order to the contrary, a party is not required to file a document under seal if the Confidential Information contained or reflected in the document was so designated solely by that party.

12. If any party wishes to use Confidential Information during the trial of this litigation, the parties will, before trial, confer in good faith to attempt to agree upon a method to protect such Confidential Information. If the parties are unable to reach agreement, the party opposing the use of such Confidential Information may seek a Court order protecting such Confidential Information during trial. The parties agree to abide by the terms of this Order pending resolution by the Court of any dispute unless the Court does not resolve such dispute prior to the commencement of trial.

13. The use of any Confidential Information in any Court proceeding in this litigation, any proceeding related to this litigation, or any appellate proceeding with respect to this litigation shall not lose its confidential status. Any person so using Confidential Information shall take all reasonable steps to protect its confidentiality during such time.

14. Within 60 days of the conclusion of this case, (including any appeals), all Confidential Information and all copies, duplications, extracts, and summaries thereof shall be returned to the producing party or destroyed at the producing party's request with a letter to counsel for the producing party certifying that all Confidential Information has been returned or destroyed, except that the parties have agreed that counsel of record may retain all information and materials which constitute work product. If requested by either party, counsel of record shall certify in writing filed with the Court that all Confidential Information required to be returned has been so returned or destroyed within fourteen days of receipt of a written request for certification by either party.

15. If any party to this litigation disagrees with the propriety of a "Confidential" designation, such party shall give the designating party or entity written notice of its disagreement and the interested parties shall try to resolve such a dispute in good faith prior to filing any motion with the Court.

16. Nothing contained in this Order shall be construed to restrict the use or disclosure of Confidential Information by the party producing that information or to prevent any party from interposing an objection to a request for discovery.

17. Nothing contained in this Order shall prejudice in any way the right of any party to seek, by way of consent of all parties or by application to the Court, (i) additional protection for specific items of Confidential Information; or (ii) relief from the provisions of this Order with respect to specific items or categories of Confidential Information.

18. By stipulating to this Order, the parties do not waive any applicable privileges and reserve their right to contest any requests or subpoenas for documents or testimony and to assert such applicable privileges. In the event of an inadvertent production of any document, material, or information claimed to be protected by the attorney-client privilege, work product doctrine, and/or any other applicable protection or privilege, the following procedures shall be followed: The designating parties shall make written demand upon the receiving party to return such inadvertently produced documents, materials, or information. Upon demand by the designating party, all such documents, material or information and any copies, duplications, extracts, and summaries thereof shall be returned to the designating party within three business days. The designating party shall maintain the specified documents, material or information for in camera inspection by the Court should a motion to compel production be filed.

19. All parties and attorneys of record in this action, and all other persons and entities possessing or granted access to Confidential Information pursuant to this Order shall be bound by this Order.

20. The parties agree to be bound by the terms of this Stipulated Protective Order pending entry of an order by the Court or in the event there is no order of the Court. Any violation of the terms of this Stipulated Protective Order shall be subject to Court-imposed sanctions or, if the Order is not entered, the same sanctions and penalties as if the Order had been entered by the Court.

ACKNOWLEDGMENT OF PROTECTIVE ORDER

__________________________ hereby acknowledges and agrees that he, she, or it has been provided with a copy of the Stipulated Protective Order entered in the above captioned action; he, she, or it has read the Order; he, she, or it agrees to be bound by its terms; he, she, or it subjects himself or herself to jurisdiction of the United States District Court for the Southern District of Ohio for purposes of any action to enforce the terms of the Order; and that the Court may impose sanctions on any person or entity possessing or granted access to Confidential Information pursuant to the Order who discloses or uses the Confidential Information for any purpose other than as authorized by the Order or who otherwise violates the terms of the Order.