Stephen H. Bafford v. Northrop Grumman Corporation

Opinion

NANCY G. ROSS (pro hac vice) 2 nross@mayerbrown.com BRETT E. LEGNER (pro hac vice) 3 blegner@mayerbrown.com 71 South Wacker Drive 4 Chicago, IL 60606 Telephone: (312) 782-0600 5 Facsimile: (312) 706-8140 6 Attorneys for Defendant Administrative Committee of the Northrop 7 Grumman Pension Plan 8 Additional counsel listed on the following page. 9 UNITED STATES DISTRICT COURT 10 CENTRAL DISTRICT OF CALIFORNIA 11 12 STEPHEN H. BAFFORD and EVELYN L. WILSON, 13 Case No. 2:18-cv-10219-ODW-E Plaintiffs, 14 v. STIPULATED PROTECTIVE ADMINISTRATIVE COMMITTEE OF CONFIDENTIAL MATERIALS PENSION PLAN, Defendant. 18 Judge: Hon. Otis D. Wright II 19 Magistrate Judge: Hon. Charles F. Eick 20 21 22 23 24 25 26 27 1 KRISTIN W. SILVERMAN (SBN 341952) ksilverman@mayerbrown.com 2 2 Palo Alto Square 3000 El Camino Real, Suite 3000 3 Palo Alto, CA 94306-2112 Telephone: (650) 331-2055 4 Facsimile: (650) 331-2060 5 DOUGLAS ALLEN SMITH (SBN 290598) dougsmith@mayerbrown.com 6 333 South Grand Avenue, 47th Floor Los Angeles, CA 90071 7 Telephone: (213) 229-9500 Facsimile: (213) 625-0248 8 JORDAN C. HILTON (pro hac vice) 9 jhilton@mayerbrown.com One Utah Center 10 201 S. Main Street, Suite 1100 Salt Lake City, UT 84111 11 Telephone: (801) 907-2700 Facsimile: (801) 880-2221 12 Attorneys for Defendant Administrative 13 Committee of the Northrop Grumman Pension Plan 14 Teresa S. Renaker – CA State Bar No. 187800 15 teresa@renakerscott.com Kirsten G. Scott – CA State Bar No.253464 16 kirsten@renakerscott.com RENAKER SCOTT LLP 17 505 Montgomery Street, Suite 1125 San Francisco, CA 94111 18 Telephone: (415) 653-1733 Facsimile: (415) 761-3953 19 Elizabeth Hopkins – CA State Bar No. 324431 20 ehopkins@kantorlaw.net Susan Meter – CA State Bar No. 236133 21 smeter@kantorlaw.net Samantha L. Brener – Admitted Pro Hac Vice 22 sbrener@kantorlaw.net KANTOR & KANTOR, LLP 23 9301 Corbin Ave., Suite 1400 Northridge, CA 91324 24 Telephone: (818) 886-2525 Facsimile: (818) 350-6272 25 Attorneys for Plaintiffs Stephen H. Bafford and 26 Evelyn Wilson 27 1 1. INTRODUCTION 2 1.1 Purposes and Limitations. Discovery in this action is likely to involve 3 production of confidential, proprietary, or private information for which special 4 protection from public disclosure and from use for any purpose other than 5 prosecuting this litigation may be warranted. Accordingly, the parties in the above- 6 captioned matter (the “Action”) hereby stipulate to and petition the court to enter the 7 following Stipulated Protective Order. The parties acknowledge that this Order does not 8 confer blanket protections on all disclosures or responses to discovery and that the 9 protection it affords from public disclosure and use extends only to the limited 10 information or items that are entitled to confidential treatment under the applicable legal 11 principles. 12 1.2 Good Cause Statement. This Action asserting individual and class claims 13 under the Employee Retirement Income Security Act (“ERISA”) is likely to involve 14 confidential and/or proprietary information for which special protection from public 15 disclosure and from use for any purpose other than prosecution of this action is 16 warranted. Such confidential and proprietary materials and information consist of, 17 among other things, confidential business or financial information, the personally 18 identifying information (e.g., dates of birth, social security numbers, home 19 addresses) and finances of pension plan participants, including a participant’s 20 earnings, designated beneficiaries, and dollar amount of pension benefits, and 21 information otherwise generally unavailable to the public, or which may be 22 privileged or otherwise protected from disclosure under state or federal statutes, 23 court rules, case decisions, or common law. Accordingly, to expedite the flow of 24 information, to facilitate the prompt resolution of disputes over confidentiality of 25 discovery materials, to adequately protect information the parties are entitled to keep 26 confidential, to ensure that the parties are permitted reasonable necessary uses of 27 such material in preparation for and in the conduct of trial, to address their handling at the end of the litigation, and serve the ends of justice, a protective order for such 1 information is justified in this Action. It is the intent of the parties that information 2 will not be designated as confidential for tactical reasons and that nothing be so 3 designated without a good faith belief that it has been maintained in a confidential, 4 non-public manner, and there is good cause why it should not be part of the public 5 record of this case. 6 1.3 Acknowledgment of Procedure for Filing Under Seal. The parties further 7 acknowledge, as set forth in Section 12.3, below, that this Stipulated Protective 8 Order does not entitle them to file confidential information under seal; Local Rule 9 79-5 sets forth the procedures that must be followed and the standards that will be 10 applied when a party seeks permission from the court to file material under seal. 11 There is a strong presumption that the public has a right of access to judicial 12 proceedings and records in civil cases. In connection with non-dispositive motions, 13 good cause must be shown to support a filing under seal. See Kamakana v. City and 14 County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips ex rel. Ests. of 15 Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th Cir. 2002), Zucchella v. 16 Olympusat, Inc., 2020 WL 2334118 (C.D. Cal. Feb. 27, 2020) (stipulated protective 17 orders require good cause showing), and a specific showing of good cause or 18 compelling reasons with proper evidentiary support and legal justification, must be 19 made with respect to Protected Material that a party seeks to file under seal. The 20 parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 21 does not—without the submission of competent evidence by declaration, 22 establishing that the material sought to be filed under seal qualifies as confidential, 23 privileged, or otherwise protectable—constitute good cause. 24 Further, if a party requests sealing related to a dispositive motion or trial, then 25 compelling reasons, not only good cause, for the sealing must be shown, and the 26 relief sought shall be narrowly tailored to serve the specific interest to be protected. 27 See Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 677–79 (9th Cir. 2010). For each item or type of information, document, or thing sought to be filed or introduced 1 under seal in connection with a dispositive motion or trial, the party seeking 2 protection must articulate compelling reasons, supported by specific facts and legal 3 justification, for the requested sealing order. Again, competent evidence supporting 4 the application to file documents under seal must be provided by declaration. 5 Any document that is not confidential, privileged, or otherwise protectable in 6 its entirety will not be filed under seal if the confidential portions can be redacted. 7 If documents can be redacted, then a redacted version for public viewing, omitting 8 only the confidential, privileged, or otherwise protectable portions of the document, 9 shall be filed. Any application that seeks to file documents under seal in their entirety 10 should include an explanation of why redaction is not feasible. 11 2. DEFINITIONS 12 2.1 Action: the above-captioned pending federal lawsuit, namely Bafford 13 v. Administrative Committee of the Northrop Grumman Pension Plan, No. 2:18-CV- 14 01219-ODW-E (C.D. Cal.). 15 2.2 Challenging Party: a Party or Non-Party that challenges the designation 16 of information or items under this Order. 17 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 18 how it is generated, stored or maintained) or tangible things that qualify for 19 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 20 the Good Cause Statement. 21 2.4 Counsel: Outside Counsel of Record and In-House Counsel (as well as 22 their support staff). 23 2.5 Designating Party: a Party or Non-Party that designates information or 24 items that it produces in disclosures or in responses to discovery as 25 “CONFIDENTIAL.” 26 2.6 Disclosure or Discovery Material: all items or information, regardless 27 of the medium or manner in which it is generated, stored, or maintained (including, 1 among other things, testimony, transcripts, and tangible things), that are produced or 2 generated in disclosures or responses to discovery in this matter. 3 2.7 Expert: a person with specialized knowledge or experience in a matter 4 pertinent to the litigation who has been retained by a Party or its counsel to serve as 5 an expert witness or as a consultant in this Action. 6 2.8 Final Disposition: the later of (1) dismissal of all claims and defenses 7 in this Action, with or without prejudice; and (2) final judgment herein after the 8 completion and exhaustion of all appeals, rehearings, remands, trials, or reviews of 9 this Action, including the time limits for filing any motions or applications for 10 extension of time pursuant to applicable law. 11 2.9 In-House Counsel: attorneys who are employees of a party to this 12 Action. In-House Counsel does not include Outside Counsel of Record or any other 13 outside counsel. 14 2.10 Non-Party: any natural person, partnership, corporation, association, or 15 other legal entity not named as a Party to this action. 16 2.11 Outside Counsel of Record: attorneys who are not employees of a party 17 to this Action but are retained to represent or advise a party to this Action and have 18 appeared in this Action on behalf of that party or are affiliated with a law firm which 19 has appeared on behalf of that party, and includes support staff. 20 2.12 Party: any party to this Action, including all of its officers, directors, 21 employees, consultants, retained experts, and Outside Counsel of Record (and their 22 support staffs). 23 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 24 Discovery Material in this Action. 25 2.14 Professional Vendors: persons or entities that provide litigation- 26 support services (e.g., photocopying, videotaping, translating, preparing exhibits or 27 demonstrations, and organizing, storing, or retrieving data in any form or medium) and their employees and subcontractors. 1 2.15 Protected Material: any Disclosure or Discovery Material that is 2 designated as “CONFIDENTIAL.” 3 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 4 from a Producing Party. 5 3. SCOPE 6 The protections conferred by this Stipulation and Order cover not only 7 Protected Material (as defined above), but also (1) any information copied or 8 extracted from Protected Material; (2) all copies, excerpts, summaries, or 9 compilations of Protected Material; and (3) any testimony, conversations, or 10 presentations by Parties or their Counsel that might reveal Protected Material. 11 Any use of Protected Material at trial shall be governed by the orders of the 12 trial judge. This Stipulated Protective Order does not govern the use of Protected 13 Material at trial. 14 4. TRIAL AND DURATION 15 The terms of this Stipulated Protective Order apply through Final Disposition 16 of the Action. 17 Once a case proceeds to trial, information that was designated as 18 CONFIDENTIAL or maintained pursuant to this Stipulated Protective Order and 19 used or introduced as an exhibit at trial becomes public and will be presumptively 20 available to all members of the public, including the press, unless compelling 21 reasons supported by specific factual findings to proceed otherwise are made to 22 the trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180–81 23 (distinguishing “good cause” showing for sealing documents produced in 24 discovery from “compelling reasons” standard when merits-related documents are 25 part of court record). Accordingly, for such materials, the terms of this Stipulated 26 Protective Order do not extend beyond the commencement of the trial. 27 1 Even after Final Disposition of this litigation, the confidentiality obligations 2 imposed by this Stipulated Protective Order shall remain in effect until a 3 Designating Party agrees otherwise in writing or a court order otherwise directs. 4 5. DESIGNATING PROTECTED MATERIAL 5 5.1 Exercise of Restraint and Care in Designating Material for Protection. 6 Each Party or Non-Party that designates information or items for protection under 7 this Order must take care to limit any such designation to specific material that 8 qualifies under the appropriate standards. The Designating Party must designate for 9 protection only those parts of material, documents, items, or oral or written 10 communications that qualify so that other portions of the material, documents, items, 11 or communications for which protection is not warranted are not swept unjustifiably 12 within the ambit of this Order. 13 Mass, indiscriminate, or routinized designations are prohibited. Designations 14 that are shown to be clearly unjustified or that have been made for an improper 15 purpose (e.g., to unnecessarily encumber the case development process or to impose 16 unnecessary expenses and burdens on other parties) may expose the Designating 17 Party to sanctions. 18 If it comes to a Designating Party’s attention that information or items that it 19 designated for protection do not qualify for protection, that Designating Party must 20 promptly notify all other Parties that it is withdrawing the inapplicable designation. 21 5.2 Manner and Timing of Designations. Except as otherwise provided in 22 this Stipulated Protective Order (see, e.g., second paragraph of Section 5.2(a) 23 below), or as otherwise stipulated or ordered, Disclosure or Discovery Material that 24 qualifies for protection under this Stipulated Protective Order must be clearly so 25 designated before the material is disclosed or produced. 26 Designation in conformity with this Stipulated Protective Order requires: 27 (a) for information in documentary form (e.g., paper or electronic documents, but excluding transcripts of depositions or other pretrial or trial proceedings), that 1 the Producing Party affix at a minimum, the legend “CONFIDENTIAL” to each 2 page that contains protected material. If only a portion or portions of the material 3 on a page qualifies for protection, the Producing Party should seek to clearly identify 4 the protected portion(s) (e.g., by making appropriate markings in the margins), 5 unless it makes a good-faith determination that it would be unduly burdensome to 6 do so. 7 A Party or Non-Party that makes original documents available for inspection 8 need not designate them for protection until after the inspecting Party has indicated 9 which documents it would like copied and produced. During the inspection and 10 before the designation, all the material made available for inspection shall be deemed 11 CONFIDENTIAL. After the inspecting Party has identified the documents it wants 12 copied and produced, the Producing Party must determine which documents, or 13 portions thereof, qualify for protection under this Stipulated Protective Order. Then, 14 before producing the specified documents, the Producing Party must affix the 15 “CONFIDENTIAL” legend to each page that contains Protected Material. If only a 16 portion or portions of the material on a page qualifies for protection, the Producing 17 Party should seek to clearly identify the protected portion(s) (e.g., by making 18 appropriate markings in the margins), unless it makes a good-faith determination 19 that it would be unduly burdensome to do so. 20 (b) for testimony given in depositions and the transcripts and video recordings 21 of such deposition testimony conducted during discovery in this litigation, that the 22 Designating Party identify the Disclosure or Discovery Material within thirty (30) 23 days after receipt from the court reporter of the final deposition transcript and/or 24 video recording. Prior to the expiration of such 30-day period, any testimony given 25 in depositions and the transcripts and video recordings of such deposition testimony 26 shall be treated as “CONFIDENTIAL” to allow time for the deponent or counsel for 27 that deponent, or any Party or Non-Party or its counsel, to designate the testimony. Pages of transcribed deposition testimony or exhibits to depositions that reveal 1 Protected Material may be separately bound by the court reporter and may not be 2 disclosed to anyone except as permitted under this Stipulated Protective Order 3 (c) for information produced in some form other than documentary and for 4 any other tangible items, that the Producing Party affix in a prominent place on the 5 exterior of the container or containers in which the information is stored the 6 “CONFIDENTIAL” legend. If only a portion or portions of the information 7 warrants protection, the Producing Party, to the extent practicable, shall identify the 8 protected portion(s). 9 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 10 failure to designate qualified information or items does not, standing alone, waive 11 the Designating Party’s right to secure protection under this Order for such material. 12 Upon timely correction of a designation, the Receiving Party must make reasonable 13 efforts to assure that the material is treated in accordance with the provisions of this 14 Stipulated Protective Order. 15 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 16 6.1 Timing of Challenges. Any Party or Non-Party may challenge a 17 designation of confidentiality at any time that is consistent with the court’s 18 Scheduling Order. 19 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 20 resolution process under Local Rule 37.1 et seq. and any other order or rule of this 21 court. 22 6.3 The burden of persuasion in any such challenge proceeding shall be on 23 the Designating Party. Frivolous challenges, and those made for an improper 24 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 25 parties) may expose the Challenging Party to sanctions. Unless the Designating 26 Party has waived or withdrawn the confidentiality designation, all parties shall 27 continue to afford the material in question the level of protection to which it is 1 entitled under the Producing Party’s designation until the court rules on the 2 challenge. 3 7. ACCESS TO AND USE OF PROTECTED MATERIAL 4 7.1 Basic Principles. A Receiving Party may use Protected Material that is 5 disclosed or produced by another Party or by a Non-Party in connection with this 6 Action only for prosecuting, defending, or attempting to settle this Action—unless 7 the Designating Party that marked the material confidential otherwise agrees in 8 writing, and simultaneously either the Designating Party or Receiving Party 9 provides notice of that written agreement to all parties in the Action. Such Protected 10 Material may be disclosed only to the categories of persons and under the conditions 11 described in this Order. When the Action reaches a Final Disposition, a Receiving 12 Party must comply with the provisions of Section 13 below. 13 Protected Material must be stored and maintained by a Receiving Party at a 14 location and in a secure manner that ensures that access is limited to the persons 15 authorized under this Stipulated Protective Order. 16 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 17 otherwise ordered by the court or permitted in writing by the Designating Party, a 18 Receiving Party may disclose any information or item designated 19 “CONFIDENTIAL” only: 20 (a) to the Receiving Party’s Outside Counsel of Record in this Action, as well 21 as employees of said Outside Counsel of Record to whom it is reasonably necessary 22 to disclose the information for this Action; 23 (b) to the officers, directors, and employees (including House Counsel) of the 24 Receiving Party to whom disclosure is reasonably necessary for this Action; 25 (c) to Experts (as defined in this Order) of the Receiving Party to whom 26 disclosure is reasonably necessary for this Action and who have signed the 27 “Acknowledgment and Agreement to Be Bound” (Exhibit A); (d) to the court and its personnel; 1 (e) to court reporters and their staff; 2 (f) to professional jury or trial consultants, mock jurors, and Professional 3 Vendors to whom disclosure is reasonably necessary for this Action and who have 4 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 5 (g) to the author or recipient of a document containing the information or a 6 custodian or other person who otherwise possessed or knew the information; 7 (h) during their depositions, to witnesses, and attorneys for witnesses, in the 8 Action to whom disclosure is reasonably necessary, provided: (1) the deposing party 9 requests that the witness sign the “Acknowledgment and Agreement to Be Bound” 10 (Exhibit A); and (2) the witness will not be permitted to keep any confidential 11 information unless they sign the “Acknowledgment and Agreement to Be Bound” 12 (Exhibit A), unless otherwise agreed by the Designating Party or ordered by the 13 court; and 14 (i) to any mediator or settlement officer, and their supporting personnel, 15 mutually agreed upon by any of the parties engaged in settlement discussions. 16 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 18 If a Party is served with a subpoena or a court order issued in other litigation 19 that compels disclosure of any information or items designated in this Action as 20 “CONFIDENTIAL,” that Party must: 21 (a) promptly notify in writing the Designating Party. Such notification shall 22 include a copy of the subpoena or court order; 23 (b) promptly notify in writing the party who caused the subpoena or order to 24 issue in the other litigation that some or all of the material covered by the subpoena 25 or order is subject to this Protective Order. Such notification shall include a copy of 26 this Stipulated Protective Order; and 27 (c) cooperate with respect to all reasonable procedures sought to be pursued by the Designating Party whose Protected Material may be affected. 1 If the Designating Party timely seeks a protective order, the Party served with 2 the subpoena or court order shall not produce any information designated in this 3 action as “CONFIDENTIAL” before a determination by the court from which the 4 subpoena or order issued, unless the Party has obtained the Designating Party’s 5 permission. The Designating Party shall bear the burden and expense of seeking 6 protection in that court of its confidential material and nothing in these provisions 7 should be construed as authorizing or encouraging a Receiving Party in this Action 8 to disobey a lawful directive from another court. 9 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 11 9.1 Application. The terms of this Stipulated Protective Order are 12 applicable to information produced by a Non-Party in this Action and designated as 13 “CONFIDENTIAL.” Such information produced by Non-Parties in connection with 14 this litigation is protected by the remedies and relief provided by this Order. Nothing 15 in these provisions should be construed as prohibiting a Non-Party from seeking 16 additional protections. 17 9.2 Notification. If a Party is required, by a valid discovery request, to 18 produce a Non-Party’s confidential information in its possession, and the Party is 19 subject to an agreement with the Non-Party not to produce the Non-Party’s 20 confidential information, then the Party shall: 21 (a) promptly notify in writing the Requesting Party and the Non-Party that 22 some or all of the information requested is subject to a confidentiality agreement 23 with a Non-Party; 24 (b) make the information requested available for inspection by the Non-Party, 25 if requested. 26 9.3 Conditions of Production. If the Non-Party fails to seek a protective 27 order from this court within 14 days of receiving the notice and accompanying information, the Receiving Party may produce the Non-Party’s confidential 1 information responsive to the discovery request. If the Non-Party timely seeks a 2 protective order, the Receiving Party shall not produce any information in its 3 possession or control that is subject to the confidentiality agreement with the Non- 4 Party before a determination by the court. Absent a court order to the contrary, the 5 Non-Party shall bear the burden and expense of seeking protection in this court of 6 its Protected Material. 7 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 8 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 9 Protected Material to any person or in any circumstance not authorized under this 10 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 11 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 12 to retrieve all unauthorized copies of the Protected Material, (c) inform the person 13 or persons to whom unauthorized disclosures were made of all the terms of this 14 Order, and (d) request such person or persons to execute the “Acknowledgment and 15 Agreement to Be Bound” (Exhibit A). 16 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 18 This Stipulated Protective Order is without prejudice to any Party’s or Non- 19 Party’s right to assert that any Disclosure or Discovery Material is subject to any 20 applicable claim of privilege or protection, including the attorney-client privilege 21 and the work product doctrine, and is without prejudice to any party’s right to contest 22 such a claim of privilege. 23 Pursuant to Federal Rule of Evidence 502(d), any inadvertent disclosure of 24 privileged information or documents in the course of discovery shall not constitute 25 or be deemed a waiver of forfeiture of any claim of attorney-client privilege, work 26 product doctrine or any other applicable privilege. 27 If, in connection with this Action, a Producing Party inadvertently discloses or produces information subject to a claim of attorney-client privilege, the work 1 product doctrine, or any other applicable privilege (“Inadvertently Disclosed 2 Information”), and a claim of inadvertent disclosure is made by a Disclosing Party 3 with respect to Inadvertently Disclosed Information, the Receiving Party shall, 4 within five (5) business days: 5 (a) return, sequester or destroy all copies of the Inadvertently Disclosed 6 Information and provide a written certification of counsel that all such Inadvertently 7 Disclosed Information has been returned, sequestered or destroyed, except that the 8 Receiving Party may retain a sequestered copy of the inadvertently produced 9 materials for the sole purpose of presenting the materials to the Court under seal for 10 determination of the claim, in accordance with the Federal Rules of Civil Procedure, 11 the Local Rules of this court, and any other order or rule of the court; 12 (b) refrain from any further use or disclosure of the Inadvertently 13 Disclosed Information, except that the Receiving Party may present the 14 inadvertently produced materials to the Court under seal for determination of the 15 claim, in accordance with the Federal Rules of Civil Procedure, the Local Rules of 16 this court, and any other order or rule of the court; and 17 (c) take reasonable steps in good faith to retrieve any copies of the 18 Inadvertently Disclosed Information disclosed in accordance with this Stipulated 19 Protective Order prior to receiving this notice. Nothing in this paragraph shall be 20 read to limit the parties’ rights under Federal Rule of Civil Procedure 26(b)(5)(B). 21 12. MISCELLANEOUS 22 12.1 Right to Further Relief. Nothing in this Stipulated Protective Order 23 abridges the right of any person to seek its modification by the court in the future. 24 12.2 Right to Assert Other Objections. By stipulating to the entry of this 25 Stipulated Protective Order, no Party waives any right it otherwise would have to 26 object to disclosing or producing any information or item on any ground not 27 addressed in this Stipulated Protective Order. Similarly, no Party waives any right 1 to object on any ground to use in evidence of any of the material covered by this 2 Stipulated Protective Order. 3 12.3 Filing Protected Material. A Party that seeks to file under seal any 4 Protected Material must comply with Local Rule 79-5. Protected Material may only 5 be filed under seal pursuant to a court order authorizing the sealing of the specific 6 Protected Material at issue. If a Party’s request to file Protected Material under seal 7 is denied by the court, then the Receiving Party may file the information in the public 8 record unless otherwise instructed by the court. 9 13. FINAL DISPOSITION 10 After the Final Disposition of this Action, as defined in paragraph 2.8, within 11 60 days of a written request by the Designating Party, each Receiving Party must 12 return all Protected Material to the Producing Party or destroy such material. As 13 used in this subdivision, “all Protected Material” includes all copies, abstracts, 14 compilations, summaries, and any other format reproducing or capturing any of the 15 Protected Material. Whether the Protected Material is returned or destroyed, the 16 Receiving Party must submit a written certification to the Producing Party (and, if 17 not the same person or entity, to the Designating Party) by the 60 day deadline that 18 (1) identifies (by category, where appropriate) all the Protected Material that was 19 returned or destroyed and (2) affirms that the Receiving Party has not retained any 20 copies, abstracts, compilations, summaries or any other format reproducing or 21 capturing any of the Protected Material. Notwithstanding this provision, Counsel is 22 entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, 23 and hearing transcripts, legal memoranda, correspondence, deposition and trial 24 exhibits, expert reports, attorney work product, and consultant and expert work 25 product, even if such materials contain Protected Material. Any such archival copies 26 that contain or constitute Protected Material remain subject to this Protective Order 27 as set forth in Section 4. 1 14. VIOLATION 2 Any violation of this Stipulated Protective Order may be punished by any and 3 all appropriate measures including, without limitation, contempt proceedings and/or 4 monetary sanctions. 5 7 RENAKER SCOTT LLP 8 9 DATED: July 10, 2025 /s/ Kirsten Scott Kirsten Scott 10 11 Attorneys for Plaintiffs Stephen Bafford and Evelyn Wilson 12 14 DATED: July 10, 2025 /s/ Susan Meter 15 Susan Meter 16 Attorneys for Plaintiffs Stephen 17 Bafford and Evelyn Wilson 18 MAYER BROWN LLP 19 DATED: July 10, 2025 /s/ Douglas A. Smith 20 Douglas A. Smith 21 22 Attorneys for Defendant Administrative Committee of the 23 Northrop Grumman Pension Plan 24 FILER’S ATTESTATION 25 Pursuant to Local Rule 5-4.3.4(a)(2)(i), the filer attests that all other 26 signatories to this document concur in the content of, and have authorized, this filing. 27 /s/ Douglas A. Smith 1 | FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. LER LEZ DATED: ___7/10/25 5 United States Magistrate Judge Charles F. Eick 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

3 I, ___________________________ [print or type full name], of 4 ________________________ [print or type full address], declare under penalty of 5 perjury that I have read in its entirety and understand the Stipulated Protective Order 6 that was issued by the United States District Court for the Central District of 7 California on _______, 2025, in the case of Bafford v. Administrative Committee of 8 the Northrop Grumman Pension Plan, No. 2:18-CV-01219-ODW-E (C.D. Cal.). I 9 agree to comply with and to be bound by all the terms of this Stipulated Protective 10 Order and I understand and acknowledge that failure to so comply could expose me 11 to sanctions and punishment in the nature of contempt. I solemnly promise that I will 12 not disclose in any manner any information or item that is subject to this Stipulated 13 Protective Order to any person or entity except in strict compliance with the 14 provisions of this Order. 15 I further agree to submit to the jurisdiction of the United States District Court 16 for the Central District of California for the purpose of enforcing the terms of this 17 Stipulated Protective Order, even if such enforcement proceedings occur after 18 termination of this action. I hereby appoint _______________________ [print or 19 type full name] of ___________________________________________ [print or 20 type full address and telephone number] as my California agent for service of 21 process in connection with this action or any proceedings related to enforcement of 22 this Stipulated Protective Order. 23 24 Date: ____________________________ 25 City and State where signed: ____________________________ 26 Printed name: ____________________________ 27 Signature: ____________________________