STIPULATED PROTECTIVE ORDER

JAMES L. ROBART, District Judge.

1. PURPOSES AND LIMITATIONS

Discovery in this action is likely to involve production of confidential, proprietary, or private information for which special protection may be warranted. Accordingly, the parties hereby stipulate to and petition the court to enter the following Stipulated Protective Order. The parties acknowledge that this Stipulated Protective Order is consistent with LCR 26(c). It does not confer blanket protection on all disclosures or responses to discovery. The protection this Stipulated Protective Order 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, and it does not presumptively entitle parties to file confidential information under seal.

2. "CONFIDENTIAL", "ATTORNEYS EYES ONLY" AND "SOURCE CODE" INFORMATION

2.1 "Confidential Information" shall include the following documents and tangible things produced or otherwise exchanged:

2.2 "Attorneys Eyes Only Information": The Parties acknowledge that there may be information produced in discovery for which a higher level of protection is required; such information may be designated as "Attorneys Eyes Only Information". Attorneys Eyes Only Information designations should be used only for sensitive technical, financial, competitive, or personnel information, which is not generally known by third parties and that the Producing Party would not normally reveal to third parties or would cause third parties to maintain in confidence either by agreements, policies, or procedures. Attorneys Eyes Only Information materials shall include the following documents and tangible things produced or otherwise exchanged:

2.3 "Highly Confidential Source Code Information" means computer source code and/or live data information (that is, data as it exists residing in a database or databases) and information related to source code and/or live data information, which is to be protected in the same manner as Attorneys' Eyes Only Information, subject to additional protections provided below.

3. SCOPE

The protections conferred by this Stipulated Protective Order cover not only Confidential Information, Attorneys' Eyes Only Information and Highly Confidential Source Code Information (collectively, "Protected Information")(as defined above), but also (1) any information copied or extracted from Protected Information; (2) all copies, excerpts, summaries, or compilations of Protected Information; and (3) any testimony, conversations, or presentations by parties or their counsel that might reveal Protected Information. However, the protections conferred by this Stipulated Protective Order do not cover (i) information that is in the public domain or becomes part of the public domain through trial or otherwise; (ii) information that the receiving party can show was obtained (without being derived from, benefiting from, or using Protected Information) from a third party having the right to disclose such information to the receiving party without restriction or obligation of confidentiality; (iii) information which, after its disclosure to a receiving party, is published to the general public by a party having the right to publish such information; or (iv) information that the receiving party can show by written record was independently developed by it after the time of disclosure by personnel who did not have access to the producing party's Protected Information.

4. ACCESS TO AND USE OF CONFIDENTIAL, ATTORNEYS EYES ONLY, AND HIGHLY CONFIDENTIAL SOURCE CODE INFORMATION

4.1 Basic Principles. A receiving party may use Protected Information 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. A receiving party's outside counsel may use Attorneys Eyes Only Information and Highly Confidential Source Code Information 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. Protected Information may be disclosed only to the categories of persons and under the conditions described in this Stipulated Protective Order. Protected Information 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 Stipulated Protective Order. Pages of transcribed deposition testimony or exhibits to depositions that reveal Attorneys Eyes Only or Highly Confidential Source Code Information must be separately bound by the Court reporter and may not be disclosed to anyone except as permitted under this Stipulated Protective Order

4.2 Disclosure of "CONFIDENTIAL" Information. Unless otherwise ordered by the Court or permitted in writing by the designating party, a receiving party may disclose any Confidential Information only to:

(a) the receiving party's counsel of record in this action, as well as employees of counsel to whom it is reasonably necessary to disclose the information for this litigation, such counsel being responsible for each employee's compliance with this Stipulated Protective Order;

(b) 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 first executed the "Acknowledgment and Agreement to Be Bound" attached hereto as Exhibit "A" and provided same to counsel for the designating party prior to disclosure by the receiving party;

(c) outside experts and consultants to whom disclosure is reasonably necessary for this litigation and who have first signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A);

(d) the Court, Court personnel, and Court reporters and their staff;

(e) copy or imaging services retained by counsel to assist in the duplication of Confidential Information, provided that counsel for the party retaining the copy or imaging service instructs the service not to disclose any Confidential Information to third parties and to immediately return all originals and copies of any Confidential Information;

(f) witnesses in the action during their depositions and to whom disclosure is reasonably necessary and who have first 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 Confidential Information must be separately bound by the court reporter and may not be disclosed to anyone except as permitted under this Stipulated Protective Order;

(g) the author or recipient of a document containing the Confidential Information or a custodian or other person who otherwise possessed or knew the Confidential Information;

(h) mock jurors who have signed an undertaking or agreement agreeing not to publicly disclose Confidential Information and to keep any information regarding Confidential Information confidential;

(i) any mediator who is assigned to hear this matter, and his or her staff, subject to their agreement to maintain Confidential Information confidential to the same degree as required by this Protective Order; and

(j) any other person with the prior written consent of the producing party.

4.3 Additional Protections For "ATTORNEYS EYES ONLY" Information. No party receiving any document or thing designated "ATTORNEYS EYES ONLY" shall disclose any such Attorneys Eyes Only Information to any other person or entity, except to the following:

(a) the receiving party's counsel of record in this action, as well as employees of counsel to whom it is reasonably necessary to disclose the information for this litigation, such counsel being responsible for each employee's compliance with this Stipulated Protective Order;

(b) up to two (2) in-house counsel of the receiving party to whom disclosure is reasonably necessary for this litigation and who have first executed the "Acknowledgment and Agreement to Be Bound" attached hereto as Exhibit "A" and provided same to counsel for the designating party prior to disclosure by the receiving party;(c)

outside experts and consultants to whom disclosure is reasonably necessary for this litigation and who have signed the "Acknowledgment and Agreement to Be Bound" (Exhibit A) and provided further that the procedures set forth in Paragraph 5 below have been followed;

(d) the Court, Court personnel, and Court reporters and their staff;

(e) copy or imaging services retained by counsel to assist in the duplication of confidential material, provided that counsel for the party retaining the copy or imaging service instructs the service not to disclose any Attorneys Eyes Only Information to third parties and to immediately return all originals and copies of any Attorneys Eyes Only Information;

(f) the author or recipient of a document containing the Attorneys Eyes Only Information or a custodian or other person who otherwise possessed or knew the Attorneys Eyes Only Information;

(g) mock jurors who have signed an undertaking or agreement agreeing not to publicly disclose Attorneys Eyes Only Information and to keep any information regarding Attorneys Eyes Only Information confidential;

(h) any mediator who is assigned to hear this matter, and his or her staff, subject to their agreement to maintain confidentiality to the same degree as required by this Stipulated Protective Order; and

(i) any other person with the prior written consent of the producing party.

4.4 Additional Protections for Highly Confidential Source Code.

(a) Access to information designated Highly Confidential Source Code Information shall be limited to outside counsel and up to three (3) outside experts or consultants retained for the purpose of this litigation and approved to access such Highly Confidential Source Code Information pursuant to paragraph 5 of this Stipulated Protective Order. Experts are defined as an Expert and his or her staff that are working under the Expert's direction such that an Expert and his staff account for one (1) of the three outside experts. Nothing in this Stipulated Protective Order shall obligate the parties to produce any Highly Confidential Source Code Information nor act as an admission that any particular Highly Confidential Source Code Information is discoverable.

(b) A producing party shall produce Highly Confidential Source Code Information by making it available electronically on at least two (2) stand-alone, non-networked computers provided by the producing party ("the Source Code Computer"). Highly Confidential Source Code Information must be produced as they are stored in the ordinary course of business. Each producing party's Source Code Computers (which will contain only its Highly Confidential Source Code Information) shall be stored and secured outside counsel's office for the producing party(termed "the Designated Facility"). Such Highly Confidential Source Code Information shall be made available for inspection by the persons to whom disclosure is authorized pursuant to this Stipulated Protective Order, at a mutually convenient time at the Designated Facility. Prior to the first inspection of any Highly Confidential Source Code Information, the reviewing party shall provide fifteen (15) days notice of the Highly Confidential Source Code Information that it wishes to inspect. The reviewing party shall provide five (5) days written notice prior to any additional inspections of previously disclosed Highly Confidential Source Code Information.

(c) Highly Confidential Source Code Information shall be provided with the following additional protections:

(d) No electronic copies may be made of the Highly Confidential Source Code Information, other than volatile copies necessarily made in the course of loading, accessing, compiling, modeling and/or executing the Highly Confidential Source Code Information or running data processing systems that use or incorporate the Highly Confidential Source Code Information on the Source Code Computer. Each page of printed source code shall be Bates labeled and printed onto paper marked "HIGHLY CONFIDENTIAL — SOURCE CODE" on each page. Printing of Highly Confidential Source Code Information may be undertaken only for purposes of preparing expert reports and/or for motions practice. No party may print Highly Confidential Source Code Information as a substitute for reviewing it electronically on the Source Code Computer. No party may copy lengthy blocks of Highly Confidential Source Code Information into notes (whether paper or electronic), and no party may othewise reproduce Highly Confidential Source Code Information. Printed pages shall be stored in a locked safe or storage cabinet when not actually in use. The Designated Facility shall maintain a log of all individuals who have accessed the Source Code Computer. The log shall be made available upon request, unless the Designated Facility is that of the producing party or the producing party's counsel, in which case, the producing party or its counsel shall be entitled to maintain a log of all individuals who have accessed the Source Code Computers. The log shall include the name of each person who accessed the Source Code Computers. At the end of the above-styled litigation (including any related appeals), any entity receiving Highly Confidential Source Code Information will certify that: (a) all printed copies of Highly Confidential Source Code Information have been destroyed, with the exception of exhibits that were attached to filed pleadings or admitted into evidence; (b) any access logs maintained by counsel have been archived along with counsel's other records from this litigation. Other than as set forth in this subparagraph, counsel may not maintain a file copy of Highly Confidential Source Code Information. For printed Highly Confidential Source Code Information exerpts and for production of documents containing printed Highly Confidential Source Code Information or described Highly Confidential Source Code Information, counsel shall comply with the following:

4.5 Filing Protected Information. Before filing Protected Information, or discussing or referencing such Protected Information in Court filings, the filing party shall confer with the designating party to determine whether the designating party will remove the designation applied to the Protected Information, whether the document can be redacted, or whether a motion to seal or stipulation and proposed order is warranted. Local Civil Rule 5(g) 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.

5. PROCEDURE FOR DISCLSOURE OF ATTORNEYS EYES ONLY AND HIGHLY CONFIDENTIAL SOURCE CODE INFORMATION:

6. DESIGNATING PROTECTED INFORMATION

6.1 Exercise of Restraint and Care in Designating Protected Information. Each party or non-party that designates information or items for protection under this agreement 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 agreement.

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 delay 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.

6.2 Manner and Timing of Designations. Except as otherwise provided in this agreement (see, e.g., second paragraph of section 6.2(a) below), or as otherwise stipulated or ordered, disclosure or discovery material that qualifies for protection under this agreement must be clearly so designated before or when the material is disclosed or produced unless such production results from an inspection permitted under Fed. R. Civ. P. 34, in which case the producing party shall have a reasonable time after such inspection and a related request for copies of inspected documents and things of no less than seven (7) days to make its designations.

(a) Information in documentary form: (e.g., paper or electronic documents and deposition exhibits, but excluding transcripts of depositions or other pretrial or trial proceedings), the designating party must affix the word "CONFIDENTIAL" or "ATTORNEYS EYES ONLY" to each page that contains such Information. If only a portion or portions of the material on a page qualifies for protection, the designating party also must clearly identify the protected portion(s) (e.g., by making appropriate markings in the margins); provided, however, that a party may designate documents produced in this matter as Confidential or Attorneys Eyes Only Information on a family level (e.g. an email and its attachment(s)) in order to reduce cost and burden during the review and production process. The parties acknowledge that the designation by a producing party of a document as Confidential, or Attorneys Eyes Only Information does not impose any obligation upon the Court, if the document is filed in this case or if it or any portion of it is quoted in any document filed with the Court, to permit the sealing of said document(s), which sealing is governed by Local Rule 5 or other order of this Court.

(b) Testimony given in deposition or in other pretrial or trial proceedings: the parties must identify on the record, during the deposition, hearing, or other proceeding, all Protected Information, without prejudice to their right to so designate other testimony after reviewing the transcript. With respect to deposition testimony, such testimony will be treated as Attorneys Eyes Only Information, regardless of whether it is designated as such during the deposition, up to and until thirty (30) days after the party or non-party receives the transcript of the deposition. Any party or non-party, within fifteen days after receiving a deposition transcript, may specifically designate portions of the transcript, or exhibits thereto, as Protected Information pursuant to this Stipulated Protective Order.

(c) Other tangible items: the producing party must affix in a prominent place on the exterior of the container or containers in which the information or item is stored the word "CONFIDENTIAL," or "ATTORNEYS EYES ONLY." 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).

6.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to designate qualified information or items does not, standing alone, waive the designating party's right to secure protection under this Stipulated Protective Order for such material. Upon timely correction of a designation, the receiving party must make reasonable efforts to ensure that the material is treated in accordance with the provisions of this Stipulated Protective Order.

7. CHALLENGING DESIGNATIONS OF PROTECTED INFORMATION

7.1 Timing of Challenges. Any party or non-party may challenge a designation of Protected Information at any time. Unless a prompt challenge to a designating party's Protected Information 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 Protected Information designation by electing not to mount a challenge promptly after the original designation is disclosed.

7.2 Meet and Confer. The parties must make every attempt to resolve any dispute regarding Protected Information designations without court involvement. Any motion regarding Protected Information designations or for a protective order must include a certification, in the motion or in a declaration or affidavit, that the movant has engaged in a good faith meet and confer conference with other affected parties in an effort to resolve the dispute without court action. The certification must list the date, manner, and participants to the conference. A good faith effort to confer requires a face-to-face meeting or a telephone conference.

7.3 Judicial Intervention. If the parties cannot resolve a challenge without court intervention, the designating party may file and serve a motion to retain the protections afforded by this Stipulated Protective Order under Local Civil Rule 7 (and in compliance with Local Civil Rule 5(g), if applicable). The burden of persuasion in any such motion shall be on the designating party. Frivolous challenges, and those made for an improper purpose (e.g., to harass or impose unnecessary delay, expenses and/or burdens on other parties) may expose the challenging party to sanctions. All parties shall continue to maintain the material in question as its original designation requires under this Stipulated Protective Prder until the Court rules on the challenge.

8. PROTECTED INFORMATION 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 Protected Information that party must:

(a) promptly notify the designating party in writing and 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 Stipulated 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 Information may be affected.

9. UNAUTHORIZED DISCLOSURE OF PROTECTED INFORMATION

If a receiving party learns that, by inadvertence or otherwise, it has disclosed Protected Information to any person or in any circumstance not authorized under this Stipulated 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 Information, (c) inform the person or persons to whom unauthorized disclosures were made of all the terms of this Stipulated Protective Order, and (d) request that such person or persons execute the "Acknowledgment and Agreement to Be Bound" that is attached hereto as Exhibit A.

10. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED INFORMATION

When a producing party gives notice to receiving parties that certain inadvertently produced material is subject to a claim of privilege or other protection, the obligations of the receiving parties are those set forth in Federal Rule of Civil Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure may be established in an e-discovery order or agreement that provides for production without prior privilege review. The parties stipulate to the entry of an order regarding the applicability of Fed.R.Evid. 502(d) to this case, in the language set forth in this Stipulated Protective Order below.

11. TERMINATION AND DESTRUCTION OF DOCUMENTS

Within 60 days after the termination of this action, including all appeals, each receiving party must certify destruction of all Protected Information to the producing party, including all copies, extracts and summaries thereof.

Notwithstanding this provision, counsel are entitled to retain one archival copy of all documents filed with the Court, trial, deposition, and hearing transcripts, correspondence, deposition and trial exhibits, expert reports, attorney work product, and consultant and expert work product, even if such materials contain Confidential or Attorneys Eyes Only Information; all Highly Confidential Source Code Information must be redacted or destroyed and a certification of such destruction must be provided by the receiving party; FURTHER PROVIDED, counsel for a party may certify that Confidential or Attorneys Eyes Only Information attached to email and stored in counsel's email systems will continue to be maintained securely and consistent with the provisions of this Order.

12. OBLIGATIONS SURVIVE: The obligations imposed by this Stipulated Protective Order shall remain in effect until a designating party agrees otherwise in writing or a Court orders otherwise.

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

PURSUANT TO STIPULATION, IT IS SO ORDERED.

IT IS FURTHER ORDERED that pursuant to Fed.R.Evid. 502(d), the production of any documents in this proceeding shall not, for the purposes of this proceeding or any other proceeding in any other court, constitute a waiver by the producing party of any privilege applicable to those documents, including the attorney-client privilege, attorney work product protection or any other privilege or protection recognized by law.

EXHIBIT A

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I, ____________________________ [print or type full name], of _____________________________________________________________________________________________ [print or type full address], declare under penalty of perjury that I have read in its entirety and understand the Stipulated Protective Order that was issued by the United States District Court for the Western District of Washington on [date] in the case of Intellicheck Mobilisa, Inc. v. Honeywell International Inc., Case No. 2016-cv-00341 (JLR). I agree to comply with and to be bound by all the terms of this Stipulated Protective Order and I understand and acknowledge that failure to so comply could expose me to sanctions and punishment in the nature of contempt. I solemnly promise that I will not disclose in any manner any information or item that is subject to this Stipulated Protective Order to any person or entity except in strict compliance with the provisions of this Order.

I further agree to submit to the jurisdiction of the United States District Court for the Western District of Washington for the purpose of enforcing the terms of this Stipulated Protective Order, even if such enforcement proceedings occur after termination of this action.