Fill and Sign the Stipulated Confidentiality Agreement and Court Forms

-1- § 13.12 Form: Stipulation For Protection of Confidential Information UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK PLAINTIFF, -against- STIPULATION AND ORDER OF PROTECTION DEFENDANT. IT IS HEREBY STIPULATED AND AGREED, subject to further order of the Court, by and between the undersigned attorneys of record for the parties, that: 1. Confidential Information of the type recognized by Rule 26(c)(7) of the Federal Rules of Civil Procedure, described more particularly herein, and disclosed by Defendant, its officers, employees, or agents (collectively "Defendant"), and by third-parties, shall be governed by this Order and may not be used by Plaintiff, its officers, employees, or agents (collectively "Plaintiff"), for any purpose other than in connection with this litigation. Without limiting the generality of the foregoing, said Confidential Information may not be used by Plaintiff for any business or competitive purpose or function whatsoever. 2. Said Confidential Information includes: a. Each computer program, including both source code and object code versions thereof, which is disclosed by Plaintiff; either by provision of a hard copy thereof, or by visual display thereof in any fashion; b. Any written, printed, recorded or graphic matter however produced or reproduced, pertaining to the disclosed program(s). 3. Only those members, associates and paralegals of Plaintiff's law firm who are employed in the preparation of trial of this action or an independent expert(s) chosen by Plaintiff, shall be accorded access to such information. Neither Plaintiff's attorney nor said independent expert(s) shall make the Confidential Information available to any other person, transfer it to any other person or make any copies thereof, except as further ordered by the Court. 4. All Confidential Information shall be kept in a secure, segregated location or facility at the offices of Plaintiff's law firm and access to this location or facility shall be permitted only to those persons described in paragraph 3 above. 5. Each person permitted access to Confidential Information subject to this Order shall, prior to being afforded such access, sign an affidavit in the form annexed hereto stating that he/she has read and -2- understands the terms of this Order and that he/she shall abide by them. Defendant's attorneys will retain said affidavits until the case is completed and provide same for inspection to Plaintiff's attorneys upon appropriate application to the Court.6. Promptly upon completion of this litigation, including the prosecution of any and all appeals, Plaintiff's attorneys shall return to Defendant all Confidential Information, including copies or extracts thereof, and shall destroy any and all working notes made with respect thereto. 7. Nothing contained herein shall prevent the Plaintiff from making an application to the Court to obtain discovery of additional Confidential Information or otherwise without a protective order. Defendant reserves all of its rights with respect to objecting to said application or seeking a further protective order. 8. No such obligations of confidence shall extend to information which (1) is publicly available: (2) is independently developed by the receiving party without using the information obtained from such Confidential Information; (3) is already in the receiving party's possession; or (4) is rightfully received from a third party. Dated: New York, New York January 1, 1987 SMITH & SMITH By:____________________(A Member of the Firm) Attorneys for Plaintiff Fifth Avenue New York, New York(212) 555-5555 JONES & JONES By:____________________(A Member of the Firm) Attorneys for Defendant Park Avenue New York, New York(212) 555-6666 SO ORDERED: __________________________ U.S.D.J.