First Foundation Inc. v.Thomas Munson Giddings

Opinion

1 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership, Including Professional Corporations 2 JENNIFER G. REDMOND, Cal. Bar No. 144790 jredmond@sheppardmullin.com 3 Four Embarcadero Center, 17th Floor San Francisco, California 94111 4 Tel: 213.434.9100 Fax: 213.434.3947 Y. DOUGLAS YANG, Cal. Bar No. 307550 5 dyang@sheppardmullin.com 333 South Hope Street, 43rd Floor 6 Los Angeles, California 90071-1422 Tel: 213.620.1780 Fax: 213.620.1398 7 ISAIAH Z. WEEDN, Cal. Bar No. 229111 650 Town Center Drive, 10th Floor 8 Costa Mesa, California 92626 Tel: 714.513.5100 Fax: 714.513.5130 9 Attorneys for Plaintiffs 10 FIRST FOUNDATION INC. and FIRST FOUNDATION ADVISORS 11 PATRICIA L. GLASER, Cal. Bar No. 55668 12 pglaser@glaserweil.com RORY S. MILLER, Cal. Bar No. 238780 13 rmiller@glaserweil.com MICHAEL L. SMITH, Cal. Bar No. 298917 14 msmith@glaserweil.com GLASER WEIL FINK HOWARD AVCHEN & SHAPIRO LLP 15 10250 Constellation Boulevard, 19th Floor Los Angeles, California 90067 16 Telephone: (310) 553-3000 Facsimile: (310) 556-2920 17 Attorneys for Defendants 18 THOMAS GIDDINGS and LOUIS ABEL

19 UNITED STATES DISTRICT COURT 20 CENTRAL DISTRICT OF CALIFORNIA, SOUTHERN DIVISION 21 FIRST FOUNDATION, INC., a Case No. 8:20-cv-00359-DOC-KES 22 Delaware Corporation; and FIRST FOUNDATION ADVISORS, a JOINTLY STIPULATED 23 California Corporation, PROTECTIVE ORDER: [PROPOSED] ORDER 24 Plaintiffs, v. 25 Complaint Filed: February 21, 2020 THOMAS MUNSON GIDDINGS, an 26 individual; and LOUIS PANCOAST ABEL, an individual, 27 Defendants. 1 TO THE HONORABLE COURT, ALL PARTIES AND THEIR 2 ATTORNEYS OF RECORD: 3 In order to facilitate discovery in the above-captioned matter, Plaintiffs First 4 Foundation Inc. and First Foundation Advisors (together, “Plaintiffs”) and 5 Defendants Thomas Munson Giddings and Louis Pancoast Abel (together, 6 “Defendants”) (collectively, “the parties”) hereby agree to the following Jointly 7 Stipulated Protective Order concerning the CONFIDENTIAL or HIGHLY 8 CONFIDENTIAL treatment of certain documents and information. 9 1. PURPOSES AND LIMITATIONS 10 Disclosure and discovery activity in this action are likely to involve production 11 of confidential, proprietary, or private information for which special protection from 12 public disclosure and from use for any purpose other than prosecuting this litigation 13 may be warranted. Accordingly, the parties hereby stipulate to and petition the court 14 to enter the following Stipulated Protective Order. The parties acknowledge that this 15 Order does not confer blanket protections on all disclosures or responses to discovery 16 and that the protection it affords from public disclosure and use extends only to the 17 limited information or items that are entitled to confidential treatment under the 18 applicable legal principles. 19 The parties further acknowledge, as set forth in Section 12.3, below, that this 20 Stipulated Protective Order does not entitle them to file confidential information 21 under seal; Civil Local Rule 79-5 sets forth the procedures that must be followed and 22 the standards that will be applied when a party seeks permission from the court to file 23 material under seal. Where the Court orders documents to be filed under seal, the 24 Stipulated Protective Order shall be deemed to automatically apply to all documents 25 sealed by order of the Court. 26 It is the intent of the parties that information will not be designated as 27 confidential for tactical reasons and that nothing be so designated without a good faith 1 belief that it has been maintained in a confidential, non-public manner, and there is 2 good cause why it should not be part of the public record of this case. 3 1.1 Good Cause For a Protective Order 4 Good cause exists for a Protective Order because both Plaintiffs and 5 Defendant’s document productions will disclose information relating to (1) the trade 6 secrets and confidential business practices of Plaintiffs, which Plaintiffs safeguard as 7 a means to ensure competitiveness in their industry; and (2) private wealth clients’ 8 personal and confidential information, such as their assets under management and 9 other key financial information. See Harmon v. City of Santa Clara, 323 F.R.D. 617, 10 623 (N.D. Cal. 2018) (identifying privacy interests, among others when considering 11 existence of good cause); Nutratech, Inc. v. Syntech (SSPF) Int'l, Inc., 242 F.R.D. 12 552, 554 (C.D. Cal. 2007) (recognizing trade secrets and confidential business 13 information as legitimate categories of information subject to protection). 14 2. DEFINITIONS 15 2.1 Challenging Party: a Party or Non-Party that challenges the 16 designation of information or items under this Order. 17 2.2 “CONFIDENTIAL” Information or Items: information 18 (regardless of how it is generated, stored or maintained) or tangible things that qualify 19 for protection under Federal Rule of Civil Procedure 26(c). This may include, without 20 limitation and without either party conceding that any particular Protected Material is 21 properly designated as such, information regarding personal financial and account 22 information and private communications not related to the subject matter of this 23 litigation. 24 2.3 Counsel (without qualifier): Outside Counsel of Record and 25 House Counsel (as well as their support staff). 26 2.4 Designating Party: a Party or Non-Party that designates 27 information or items that it produces in disclosures or in responses to discovery as 1 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL– ATTORNEYS’ EYES 2 ONLY.” 3 2.5 Disclosure or Discovery Material: all items or information, 4 regardless of the medium or manner in which it is generated, stored, or maintained 5 (including, among other things, testimony, transcripts, and tangible things), that are 6 produced or generated in disclosures or responses to discovery in this matter. 7 2.6 Expert: a person with specialized knowledge or experience in a 8 matter pertinent to the litigation who has been retained by a Party or its counsel to 9 serve as an expert witness or as a consultant in this action. 10 2.7 “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY” 11 Information or Items: information that the Producing Party claims in good faith is 12 highly confidential or sensitive, including technical information, pricing and revenue 13 information and other sensitive financial data, and the disclosure of which to another 14 Party or Non-Party would create a substantial risk of serious harm that could not be 15 avoided by less restrictive means. 16 2.8 House Counsel: attorneys who are employees of a party to this 17 action. House Counsel does not include Outside Counsel of Record or any other 18 outside counsel. 19 2.9 Non-Party: any natural person, partnership, corporation, 20 association, or other legal entity not named as a Party to this action. 21 2.10 Outside Counsel of Record: attorneys who are not employees of a 22 party to this action but are retained to represent or advise a party to this action and 23 have appeared in this action on behalf of that party or are affiliated with a law firm 24 which has appeared on behalf of that party. 25 2.11 Party: any party to this action, including all of its officers, 26 directors, employees, consultants, retained experts, and Outside Counsel of Record 27 (and their support staffs). 1 2.12 Producing Party: a Party or Non-Party that produces Disclosure or 2 Discovery Material in this action. 3 2.13 Professional Vendors: persons or entities that provide litigation 4 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 5 demonstrations, and organizing, storing, or retrieving data in any form or medium) 6 and their employees and subcontractors. 7 2.14 Protected Material: any Disclosure or Discovery Material that is 8 designated as “CONFIDENTIAL,” or as “HIGHLY CONFIDENTIAL— 9 ATTORNEYS’ EYES ONLY.” 10 2.15 Receiving Party: a Party that receives Disclosure or Discovery 11 Material from a Producing Party. 12 3. SCOPE 13 The protections conferred by this Stipulation and Order cover not only 14 Protected Material (as defined above), but also (1) any information copied or extracted 15 from Protected Material; (2) all copies, excerpts, summaries, or compilations of 16 Protected Material; and (3) any testimony, conversations, or presentations by Parties 17 or their Counsel that might reveal Protected Material. However, the protections 18 conferred by this Stipulation and Order do not cover the following information: (a) 19 any information that is in the public domain at the time of disclosure to a Receiving 20 Party or becomes part of the public domain after its disclosure to a Receiving Party 21 as a result of publication not involving a violation of this Order, including becoming 22 part of the public record through trial or otherwise; and (b) any information known to 23 the Receiving Party prior to the disclosure or obtained by the Receiving Party after 24 the disclosure from a source who obtained the information lawfully and under no 25 obligation of confidentiality to the Designating Party. Any use of Protected Material 26 at trial shall be governed by a separate agreement or order. 27 1 4. DURATION 2 Even after final disposition of this litigation, the confidentiality obligations 3 imposed by this Order shall remain in effect until a Designating Party agrees 4 otherwise in writing or a court order otherwise directs. Final disposition shall be 5 deemed to be the later of (1) dismissal of all claims and defenses in this action, with 6 or without prejudice; and (2) final judgment herein after the completion and 7 exhaustion of all appeals, rehearings, remands, trials, or reviews of this action, 8 including the time limits for filing any motions or applications for extension of time 9 pursuant to applicable law. This section does not modify the scope of the protective 10 order as set forth in Section 3 of this Stipulated Protective Order, including the 11 requirement that any use of Protected Material at Trial be governed by a separate 12 agreement or order. 13 5. DESIGNATING PROTECTED MATERIAL 14 5.1 Exercise of Restraint and Care in Designating Material for Protection. 15 Each Party or Non-Party that designates information or items for protection 16 under this Order must take care to limit any such designation to specific material that 17 qualifies under the appropriate standards. The Designating Party must designate for 18 protection only those parts of material, documents, items, or oral or written 19 communications that qualify – so that other portions of the material, documents, 20 items, or communications for which protection is not warranted are not swept 21 unjustifiably within the ambit of this Order. 22 Mass, indiscriminate, or routinized designations are prohibited. Designations 23 that are shown to be clearly unjustified or that have been made for an improper 24 purpose (e.g., to unnecessarily encumber or retard the case development process or to 25 impose unnecessary expenses and burdens on other parties) expose the Designating 26 Party to sanctions. 27 1 If it comes to a Designating Party’s attention that information or items that it 2 designated for protection do not qualify for protection, that Designating Party must 3 promptly notify all other Parties that it is withdrawing the mistaken designation. 4 5.2 Manner and Timing of Designations. 5 Except as otherwise provided in this Order (see, e.g., second paragraph of 6 section 5.2(a) below), or as otherwise stipulated or ordered, Disclosure or Discovery 7 Material that qualifies for protection under this Order must be clearly so designated 8 before the material is disclosed or produced. 9 Designation in conformity with this Order requires: 10 (a) for information in documentary form (e.g., paper or electronic 11 documents, but excluding transcripts of depositions or other pretrial or trial 12 proceedings), that the Producing Party affix the legend “CONFIDENTIAL” or 13 “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY” to each page that 14 contains protected material. If only a portion or portions of the material on a page qualifies for protection, the Producing Party also must clearly identify the protected 15 portion(s) (e.g., by making appropriate markings in the margins). 16 A Party or Non-Party that makes original documents or materials 17 available for inspection need not designate them for protection until after the 18 inspecting Party has indicated which material it would like copied and produced. 19 During the inspection and before the designation, all of the material made available 20 for inspection shall be deemed “HIGHLY CONFIDENTIAL—ATTORNEYS’ 21 EYES ONLY.” After the inspecting Party has identified the documents it wants 22 copied and produced, the Producing Party must determine which documents, or 23 portions thereof, qualify for protection under this Order. Then, before producing the 24 specified documents, the Producing Party must affix the appropriate legend 25 (“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES 26 ONLY”)to each page that contains Protected Material. If only a portion or portions 27 of the material on a page qualifies for protection, the Producing Party also must 1 clearly identify the protected portion(s) (e.g., by making appropriate markings in the 2 margins). 3 (b) for testimony given in deposition or in other pretrial or trial 4 proceedings, that the Designating Party identify on the record, before the close of the 5 deposition, hearing, or other proceeding, all protected testimony. (c) for information produced in some form other than documentary and 6 for any other tangible items, that the Producing Party affix in a prominent place on 7 the exterior of the container or containers in which the information or item is stored 8 the appropriate legend (“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL— 9 ATTORNEYS’ EYES ONLY). If only a portion or portions of the information or 10 item warrant protection, the Producing Party, to the extent practicable, shall identify 11 the protected portion(s). 12 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 13 failure to designate qualified information or items does not, standing alone, waive 14 the Designating Party’s right to secure protection under this Order for such material. 15 Upon timely correction of a designation, the Receiving Party must make reasonable 16 efforts to assure that the material is treated in accordance with the provisions of this 17 Order. 18 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 19 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 20 designation of confidentiality at any time that is consistent with the Court’s 21 Scheduling Order. Unless a prompt challenge to a Designating Party’s confidentiality 22 designation is necessary to avoid foreseeable, substantial unfairness, unnecessary 23 economic burdens, or a significant disruption or delay of the litigation, a Party does 24 not waive its right to challenge a confidentiality designation by electing not to mount a challenge promptly after the original designation is disclosed. 25 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 26 resolution process by providing written notice of each designation it is challenging 27 and describing the basis for each challenge. To avoid ambiguity as to whether a 1 challenge has been made, the written notice must recite that the challenge to 2 confidentiality is being made in accordance with this specific paragraph of the 3 Protective Order. The parties shall attempt to resolve each challenge in good faith and 4 must begin the process by conferring directly (in voice to voice dialogue; other forms 5 of communication are not sufficient) within 14 days of the date of service of notice. In conferring, the Challenging Party must explain the basis for its belief that the 6 confidentiality designation was not proper and must give the Designating Party an 7 opportunity to review the designated material, to reconsider the circumstances, and, 8 if no change in designation is offered, to explain the basis for the chosen designation. 9 A Challenging Party may proceed to the next stage of the challenge process only if 10 it has engaged in this meet and confer process first or establishes that the Designating 11 Party is unwilling to participate in the meet and confer process in a timely manner. 12 6.3 Judicial Intervention. If the Parties cannot resolve a challenge without 13 court intervention, the Designating Party shall file and serve a motion to retain 14 confidentiality under Civil Local Rules 7-4 through 7-8 (and in compliance with 15 Civil Local Rule 79-5, if applicable) within 21 days of the initial notice of challenge 16 or within 14 days of the parties agreeing that the meet and confer process will not 17 resolve their dispute, whichever is earlier. Each such motion must be accompanied 18 by a competent declaration affirming that the movant has complied with the meet 19 and confer requirements imposed in the preceding paragraph. Failure by the 20 Designating Party to make such a motion including the required declaration within 21 21 days (or 14 days, if applicable) shall automatically waive the confidentiality 22 designation for each challenged designation. In addition, the Challenging Party may 23 file a motion challenging a confidentiality designation at any time if there is good cause for doing so, including a challenge to the designation of a deposition transcript 24 or any portions thereof. Any motion brought pursuant to this provision must be 25 accompanied by a competent declaration affirming that the movant has complied 26 with the meet and confer requirements imposed by the preceding paragraph. 27 1 The burden of persuasion in any such challenge proceeding shall be on the 2 Designating Party. Frivolous challenges, and those made for an improper purpose 3 (e.g., to harass or impose unnecessary expenses and burdens on other parties) may 4 expose the Challenging Party to sanctions. Unless the Designating Party has waived 5 or withdrawn the confidentiality designation, all parties shall continue to afford the material in question the level of protection to which it is entitled under the Producing 6 Party’s designation until the Court rules on the challenge. 7 7. ACCESS TO AND USE OF PROTECTED MATERIAL 8 7.1 Basic Principles. A Receiving Party may use Protected Material that is 9 disclosed or produced by another Party or by a Non-Party in connection with this 10 case only for prosecuting, defending, or attempting to settle this litigation. Such 11 Protected Material may be disclosed only to the categories of persons and under the 12 conditions described in this Order. When the litigation has been terminated, a 13 Receiving Party must comply with the provisions of Section 13 below (FINAL 14 DISPOSITION). 15 Protected Material must be stored and maintained by a Receiving Party at a 16 location and in a secure manner that ensures that access is limited to the persons 17 authorized under this Order. 18 7.2 Disclosure of “CONFIDENTIAL” Information or Items. 19 Unless otherwise ordered by the court or permitted in writing by the 20 Designating Party, a Receiving Party may disclose any information or item 21 designated “CONFIDENTIAL” only to: 22 (a) the Receiving Party’s Outside Counsel of Record in this action, as 23 well as employees of said Outside Counsel of Record to whom it is reasonably 24 necessary to disclose the information for this litigation; (b) the officers, directors, and employees (including House Counsel) of 25 the Receiving Party; 26 27 1 (c) Experts (as defined in this Order) of the Receiving Party to whom 2 disclosure is reasonably necessary for this litigation and who have signed the 3 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 4 (d) the court and its personnel; 5 (e) court reporters and their staff, professional jury or trial consultants, mock jurors, and Professional Vendors to whom disclosure is reasonably necessary 6 for this litigation and who have signed the “Acknowledgment and Agreement to Be 7 Bound” (Exhibit A); during their depositions, witnesses in the action to whom 8 disclosure is reasonably necessary and who have signed the “Acknowledgment and 9 Agreement to Be Bound” (Exhibit A), unless otherwise agreed by the Designating 10 Party or ordered by the court. Pages of transcribed deposition testimony or exhibits to 11 depositions that reveal Protected Material must be separately bound by the court 12 reporter and may not be disclosed to anyone except as permitted under this Stipulated 13 Protective Order. 14 (f) the author or recipient of a document containing the information or a 15 custodian or other person who otherwise possessed or knew the information. 16 (g) any mediator or settlement officer, and their supporting personnel, 17 mutually agreed upon by any of the parties engaged in settlement discussions. 18 7.3 Disclosure of “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES 19 ONLY” Information or Items. Unless otherwise ordered by the court or permitted in 20 writing by the Designating Party, a Receiving Party may disclose any information or 21 item designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” only 22 to: 23 (a) the Receiving Party’s Outside Counsel of Record in this action, as well as 24 employees of said Outside Counsel of Record to whom it is reasonably necessary to 25 disclose the information for this litigation; 26 (b) the House Counsel of the Receiving Party; 27 (c) the author of the information or item, subject to special procedures specified 1 (d) Experts (as defined in this Order) of the Receiving Party to whom disclosure 2 is reasonably necessary for this litigation and who have signed the “Acknowledgment 3 and Agreement to Be Bound” (Exhibit A); 4 (e) the court and its personnel; 5 (f) court reporters and their staff, professional jury or trial consultants, mock 6 jurors, and Professional Vendors to whom disclosure is reasonably necessary for this 7 litigation and who have signed the “Acknowledgment and Agreement to Be Bound” 8 (Exhibit A); during their depositions, witnesses in the action to whom disclosure is 9 reasonably necessary and who have signed the “Acknowledgment and Agreement to Be 10 Bound” (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the 11 court. Pages of transcribed deposition testimony or exhibits to depositions that reveal 12 Protected Material must be separately bound by the court reporter and may not be 13 disclosed to anyone except as permitted under this Stipulated Protective Order. 14 7.4 Disclosure of Special Handling Documents to Defendants. Certain 15 documents authored by one or both of the Defendants which Plaintiffs contend reflect 16 Plaintiffs’ trade secrets, including, but not limited to, those documents filed under seal 17 as Exhibits A and B to the Declaration of Scott Kavanaugh (Doc. 19-1, pp. 2-22 and 18 Doc. 19-2, pp. 2-21) filed in support of Plaintiffs’ Application for Temporary 19 Restraining Order (collectively, the “Special Handling Documents”), may only be 20 disclosed to Defendants subject to the following special handling requirements: (a) 21 the Special Handling Documents may only be disclosed to/reviewed by the 22 Defendants in hard-copy form, in the presence of Defendants’ counsel; and (b) 23 Defendants shall not be provided with or permitted to retain copies (whether hard- 24 copy or electronic) of the Special Handling Documents. To the extent either party 25 identifies or produces additional documents purportedly authored by one or both of 26 the Defendants that Plaintiffs believe reflect Plaintiffs’ trade secrets, Plaintiffs shall 27 identify those documents, in writing, to Defendants. Any documents so-identified 1 writing, to such designation within five (5) court days of receiving Plaintiffs’ written 2 identification of such additional documents. Any such objection shall include an 3 explanation of Defendants’ reasoning as to why each particular, identified document 4 should not be deemed a Special Handling Document. Upon receiving such written 5 objection, Plaintiffs may seek further intervention from the Court (consistent with the 6 Court’s procedures for resolving discovery disputes) concerning the proper 7 designation of the additional, identified documents consistent with this Stipulated 8 Protective Order and the intentions expressed by the parties herein. 9 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN OTHER LITIGATION 10 If a Party is served with a subpoena or a court order issued in other litigation 11 that compels disclosure of any information or items designated in this action as 12 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES 13 ONLY,” that Party must: 14 (a) promptly notify in writing the Designating Party. Such notification 15 shall include a copy of the subpoena or court order; 16 (b) promptly notify in writing the party who caused the subpoena or order 17 to issue in the other litigation that some or all of the material covered by the subpoena 18 or order is subject to this Protective Order. Such notification shall include a copy of 19 this Stipulated Protective Order; and 20 (c) cooperate with respect to all reasonable procedures sought to be 21 pursued by the Designating Party whose Protected Material may be affected. 22 If the Designating Party timely seeks a protective order, the Party served with 23 the subpoena or court order shall not produce any information designated in this 24 action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ 25 EYES ONLY” before a determination by the court from which the subpoena or order 26 issued, unless the Party has obtained the Designating Party’s permission. The 27 Designating Party shall bear the burden and expense of seeking protection in that court of its confidential material – and nothing in these provisions should be 1 construed as authorizing or encouraging a Receiving Party in this action to disobey 2 a lawful directive from another court. 3 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS LITIGATION 4 (a) The terms of this Order are applicable to information produced by a 5 Non-Party in this action and designated as “CONFIDENTIAL” or “HIGHLY 6 CONFIDENTIAL—ATTORNEYS’ EYES ONLY.” Such information produced by 7 Non-Parties in connection with this litigation is protected by the remedies and relief 8 provided by this Order. Nothing in these provisions should be construed as 9 prohibiting a Non-Party from seeking additional protections. 10 (b) In the event that a Party is required, by a valid discovery request, to 11 produce a Non-Party’s confidential information in its possession, and the Party is 12 subject to an agreement with the Non-Party not to produce the Non-Party’s 13 confidential information, then the Party shall: 14 (1) promptly notify in writing the Requesting Party and the Non- 15 Party that some or all of the information requested is subject to a confidentiality 16 agreement with a Non-Party; 17 (2) promptly provide the Non-Party with a copy of the Stipulated 18 Protective Order in this litigation, the relevant discovery request(s), and a reasonably 19 specific description of the information requested; and 20 (3) make the information requested available for inspection by the Non-Party. 21 (c) If the Non-Party fails to object or seek a protective order from this 22 court within 14 days of receiving the notice and accompanying information, the 23 Receiving Party may produce the Non-Party’s confidential information responsive 24 to the discovery request. If the Non-Party timely seeks a protective order, the 25 Receiving Party shall not produce any information in its possession or control that is 26 subject to the confidentiality agreement with the Non-Party before a determination 27 1 by the court. Absent a court order to the contrary, the Non-Party shall bear the burden 2 and expense of seeking protection in this court of its Protected Material. 3 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 4 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 5 Protected Material to any person or in any circumstance not authorized under this 6 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 7 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 8 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 9 persons to whom unauthorized disclosures were made of all the terms of this Order, 10 and (d) request such person or persons to execute the “Acknowledgment and 11 Agreement to Be Bound” that is attached hereto as Exhibit A. 12 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL 13 When a Producing Party gives notice to Receiving Parties that certain 14 inadvertently produced material is subject to a claim of privilege or other protection, 15 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 16 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 17 may be established in an e-discovery order that provides for production without prior 18 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 19 parties reach an agreement on the effect of disclosure of a communication or 20 information covered by the attorney-client privilege or work product protection, the 21 parties may incorporate their agreement in the stipulated protective order submitted 22 to the court. 23 12. MISCELLANEOUS 24 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 25 person to seek its modification by the court in the future. 26 12.2 Right to Assert Other Objections. By stipulating to the entry of this 27 Protective Order no Party waives any right it otherwise would have to object to 1 disclosing or producing any information or item on any ground not addressed in this 2 Stipulated Protective Order. Similarly, no Party waives any right to object on any 3 ground to use in evidence of any of the material covered by this Protective Order. 4 12.3 Filing Protected Material. Without written permission from the 5 Designating Party or a court order secured after appropriate notice to all interested 6 persons, a Party may not file in the public record in this action any Protected Material. 7 A Party that seeks to file under seal any Protected Material must comply with Civil 8 Local Rule 79-5. Protected Material may only be filed under seal pursuant to a court 9 order authorizing the sealing of the specific Protected Material at issue. Pursuant to 10 Civil Local Rule 79-5, a sealing order will issue only upon a request establishing that 11 the Protected Material at issue is privileged, protectable as a trade secret, or otherwise 12 entitled to protection under the law. If a Receiving Party's request to file Protected 13 Material under seal pursuant to Civil Local Rule 79-5.2.2 is denied by the court, then 14 the Receiving Party may file the information in the public record pursuant to Civil 15 Local Rule 79-5.2.2(b)(ii) unless otherwise instructed by the Court. 16 13. FINAL DISPOSITION 17 Within 60 days after the final disposition of this action, as defined in paragraph 18 4, each Receiving Party must return all Protected Material to the Producing Party or 19 destroy such material. As used in this subdivision, “all Protected Material” includes 20 all copies, abstracts, compilations, summaries, and any other format reproducing or 21 capturing any of the Protected Material. Whether the Protected Material is returned 22 or destroyed, the Receiving Party must submit a written certification to the Producing 23 Party (and, if not the same person or entity, to the Designating Party) by the 60 day 24 deadline that (1) identifies (by category, where appropriate) all the Protected Material 25 that was returned or destroyed and (2) affirms that the Receiving Party has not 26 retained any copies, abstracts, compilations, summaries or any other format 27 reproducing or capturing any of the Protected Material. Notwithstanding this 1 papers, trial, deposition, and hearing transcripts, legal memoranda, correspondence, 2 deposition and trial exhibits, expert reports, attorney work product, and consultant 3 and expert work product, even if such materials contain Protected Material. Any such 4 archival copies that contain or constitute Protected Material remain subject to this 5 Protective Order as set forth in Section 4 (DURATION). 6 14. SANCTIONS FOR VIOLATION OF ORDER: Any violation of 7 this Order may be punished by all appropriate measures, including, without 8 limitation, contempt proceedings and/or monetary sanctions. 9 10 11 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

12 Dated: March 23, 2020 13 14 Respectfully submitted,

15 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 16 By /s/ Isaiah Z. Weedn 17 JENNIFER G. REDMOND 18 Y. DOUGLAS YANG ISAIAH Z. WEEDN 19 Attorneys for Plaintiffs 20 FIRST FOUNDATION, INC. and FIRST FOUNDATION ADVISORS 21

22 23 24 25 26 27 1 ||} Dated: March 23, 2020 2 Respectfully submitted, 3 GLASER WEIL FINK HOWARD AVCHEN & 4 SHAPIRO LLP 5 6 By /s/ Patricia L. Glaser PATRICIA L. GLASER 7 RORY S. MILLER g MICHAEL L. SMITH 9 Attorneys for Defendants 10 THOMAS MUSON GIDDINGS and LOUIS PANCOAST ABEL 11 12 B ATTESTATION 14 Pursuant to Local Rule 5-4.3.4(a)(2), I hereby attest that all signatories listed 15 above, and on whose behalf this filing is submitted, concur in the filing's content 16 and have authorized the filing of this document. 17 18 /s/ Isaiah Z. Weedn 19 ISAIAH Z. WEEDN 20 [PROPOSED] ORDER 21 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 22 Tiouns E. Scott? Dated: March 24, 2020 By: hin 24 THE HONORABLE KAREN E. SCOTT 25 UNITED STATES MAGISTRATE JUDGE 26 27 28 -|&- Case No. 8:20-cv-00359-DOC-KES

1 EXHIBIT A 2 CONFIDENTIALITY AGREEMENT 3 I, ______________________, hereby declare: 4 1. My address is _____________________________________________. 5 My telephone number is (_____) ______-____________. 6 2. I have read in its entirety and understand the Stipulation and Protective 7 Order that was issued by the United States District Court for the Central District of 8 California in the case of First Foundation Inc., et al. v. Thomas Munson Giddings, 9 et al., United States District Court, Central District of California, Case No. 8:20-cv- 10 00359-DOC-KES. I hereby agree to comply with and to be bound by all the terms 11 of this Stipulation and Protective Order. 12 3. I understand that the Stipulation and Protective Order requires that I not 13 disclose in any manner any information or item that is subject to this Stipulation and 14 Protective Order to any person or entity except in strict compliance with the 15 provisions of this Stipulation and Protective Order. 16 4. I consent to the jurisdiction of the United States District Court for the 17 Central District of California for the purpose of enforcing the terms of this 18 Stipulation and Protective Order, even if such enforcement proceedings occur after 19 termination of this action. 20 I declare under penalty of perjury that the foregoing is true and correct. 21 Executed on _____________, 2020 at _____________________________ . 22 23 _________________________________ Signature 24

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