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AT&T, CellSouth Transaction Protective Order Released

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Released: April 5, 2013

Federal Communications Commission

DA 13-621

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
)
)

Applications of AT&T Inc. and Cellular South,
) File Nos. 0005597386 and
Inc.
)
0005597395
)
For Consent To Assign Licenses Covering Parts
)
of Alabama, Georgia and Tennessee
)

PROTECTIVE ORDER FOR HIGHLY CONFIDENTIAL INFORMATION

Adopted: April 5, 2013


Released: April 5, 2013

By the Chief, Wireless Telecommunications Bureau:
1. In this Protective Order, we adopt procedures to provide limited access to certain particularly
competitively sensitive information that may be filed in this proceeding, which, if released to competitors
or those with whom the Submitting Party does business, would allow those persons to gain a significant
competitive advantage or an advantage in negotiations. We anticipate that such information will be
necessary to develop a more complete record on which to base the Commission’s decision. While we are
mindful of the highly sensitive nature of such information, we are also mindful of the right of the public
to participate in this proceeding in a meaningful way. Therefore, consistent with past practice,1 we will
make such information available to participants in this proceeding, but limit such access to their Outside
Counsel of Record and Outside Consultants whom they retain to assist them in this proceeding, and
employees of such Outside Counsel and Outside Consultants. We conclude that the procedures we adopt
in this Protective Order give appropriate access to the public while protecting particularly competitively
sensitive information from improper disclosure, and that the procedures thereby serve the public interest.
2. Definitions. As used herein, capitalized terms not otherwise defined in this Protective Order
shall have the following meanings:
“Acknowledgment” means the Acknowledgment of Confidentiality attached as Appendix B
hereto.
“Competitive Decision-Making” means that a person’s activities, association, or relationship with
any of its clients involve advice about or participation in the relevant business decisions or the analysis
underlying the relevant business decisions of the client in competition with or in a business relationship
with the Submitting Party.
“Highly Confidential Information” means information that is not otherwise available from
publicly available sources; that the Submitting Party has kept strictly confidential; that is subject to
protection under FOIA and the Commission’s implementing rules; that the Submitting Party claims


1 See, e.g., Applications of AT&T Inc. and Deutsche Telekom AG for Consent To Assign or Transfer Control of
Licenses and Authorizations, WT Docket No. 11-65, Second Protective Order, 26 FCC Rcd 6243 (WTB 2011);
News Corporation, General Motors Corporation, and Hughes Electronic Corporation, MB Docket No. 03-124,
Order, 18 FCC Rcd 15198 (MB 2003) (adopting a second protective order).

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constitutes some of its most sensitive business data which, if released to competitors or those with whom
the Submitting Party does business, would allow those persons to gain a significant advantage in the
marketplace or in negotiations; and that is described in Appendix A to this Protective Order, as the same
may be amended from time to time.
“Outside Counsel of Record” or “Outside Counsel” means the attorney(s), firm(s) of attorneys, or
sole practitioner(s), as the case may be, retained by a Participant in this proceeding, provided that such
attorneys are not involved in Competitive Decision-Making. The term “Outside Counsel of Record”
includes any attorney representing a non-commercial Participant in this proceeding, provided that such
attorney is not involved in Competitive Decision-Making.
“Outside Consultant” means a consultant or expert retained for the purpose of assisting Outside
Counsel or a Participant in this proceeding, provided that such consultant or expert is not involved in
Competitive Decision-Making. The term “Outside Consultant” includes any consultant or expert
employed by a non-commercial Participant in this proceeding, provided that such consultant or expert is
not involved in Competitive Decision-Making.
“Outside Firm” means a firm, whether organized as a partnership, limited partnership, limited
liability partnership, limited liability company, corporation or otherwise, of Outside Counsel or Outside
Consultants.
“Participant” means a person or entity that has filed, or has a good faith intention to file, an
application, petition to deny or material comments in the proceeding.
“Redacted Highly Confidential Document” means a copy of a Stamped Highly Confidential
Document where the Highly Confidential Information has been redacted.
“Reviewing Party” means a person who has obtained access to Highly Confidential Information
(including Stamped Highly Confidential Documents) pursuant to paragraphs 7 or 11 of this Protective
Order.
“Stamped Highly Confidential Document” means any document, or any part thereof, that contains
Highly Confidential Information and that bears the legend (or which otherwise shall have had the legend
recorded upon it in a way that brings its attention to a reasonable examiner) “HIGHLY CONFIDENTIAL
INFORMATION – SUBJECT TO PROTECTIVE ORDER FOR HIGHLY CONFIDENTIAL
INFORMATION IN PROCEEDING INVOLVING FILE NOS. 0005597386 AND 0005597395
BEFORE THE FEDERAL COMMUNICATIONS COMMISSION,” unless the Commission determines,
sua sponte or by request pursuant to sections 0.459 or 0.461 of its rules, that any such document is not
entitled to highly confidential or confidential treatment. The term “document” means any written,
recorded, electronically stored, or graphic material, whether produced or created by the Submitting Party
or another person. By designating a document a “Stamped Highly Confidential Document,” a Submitting
Party signifies and represents that it contains Highly Confidential Information.
“Submitting Party” means a person who submits a Stamped Highly Confidential Document.
3. Designation of Information as Highly Confidential. Before a Submitting Party may designate
documents and information as Highly Confidential, it must receive the written approval of the
Commission staff, which, based on the Submitting Party’s representations, will make a preliminary
determination whether the proposed designation meets the requirements set forth in this Protective Order.
A Submitting Party may designate as Highly Confidential only that information described in Appendix A
to this Protective Order, as the same may be amended from time to time. If a Submitting Party believes
that the existing list of descriptions contained in Appendix A should be revised, the Submitting Party shall
submit a request to amend Appendix A along with a supporting explanation. If the request is granted, in
whole or in part, an amended Appendix A will be issued.
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4. Effect of Designation. By designating documents and information as Highly Confidential
under this Protective Order, a Submitting Party will be deemed to have submitted a request that the
material not be made routinely available for public inspection under the Commission’s rules.2 Any
person wishing to challenge the designation of a document or portion of a document as Highly
Confidential must file such a challenge at the Commission and serve it on the Submitting Party. The
Submitting Party must file any reply within five business days, and include a justification for treating the
information as confidential.3 The documents and information challenged will continue to be accorded
confidential treatment until the Commission acts on the request and all subsequent appeal and stay
proceedings have been exhausted.4 Any decision on whether the materials should be accorded
confidential treatment does not constitute a resolution of the merits concerning whether such information
would be released publicly by the Commission upon a proper request under our rules implementing the
Freedom of Information Act (FOIA).5
5. Submission of Stamped Highly Confidential Documents. A Submitting Party shall submit to
the Secretary’s Office one copy of each Stamped Highly Confidential Document it wishes to file, two
copies of the Redacted Highly Confidential Document in redacted form and an accompanying cover
letter. Each page of the Stamped Highly Confidential Document shall be stamped “HIGHLY
CONFIDENTIAL INFORMATION – SUBJECT TO PROTECTIVE ORDER FOR HIGHLY
CONFIDENTIAL INFORMATION IN PROCEEDING INVOLVING FILE NOS. 0005597386 AND
0005597395 BEFORE THE FEDERAL COMMUNICATIONS COMMISSION,” The cover letter also
shall contain this legend. Each Redacted Highly Confidential Document shall have the same pagination
as the Stamped Highly Confidential Document from which it is derived. The two copies of the Redacted
Highly Confidential Document and the accompanying cover letter shall be stamped “REDACTED – FOR
PUBLIC INSPECTION.” To the extent that any page of the filing contains both Highly Confidential
Information or Confidential Information and non-confidential information, only the Highly Confidential
Information and Confidential Information may be redacted and the page of the unredacted filing shall
clearly distinguish among the Highly Confidential Information, the Confidential Information, and the
non-confidential information. In addition, two copies of each Stamped Highly Confidential Document
and the accompanying cover letter must be delivered, as directed by Commission staff, to Kathy Harris,
Kathy.Harris@fcc.gov, (202) 418-0609, Mobility Division, Wireless Telecommunications Bureau,
Federal Communications Commission, 445 12th Street, S.W., Room 6239, Washington, D.C. 20554.
6. Copying Sensitive Documents. If, in the reasonable judgment of the Submitting Party, a
document contains information so sensitive that copying of it should be restricted, the Submitting Party
may mark the document with the legend “Additional Copying Restricted.” Subject to the provisions for
access to information in electronic format in paragraph 9, each Outside Firm shall receive only one copy
of the document and no more than two additional copies, in any form, shall be made. Application for
relief from this restriction against further copying may be made to the Commission, with notice to
Counsel of Record for the Submitting Party, which will be granted only for cause.
7. Procedure for Obtaining Access to Highly Confidential Information. Access to Stamped
Highly Confidential Documents and Highly Confidential Information is limited to Outside Counsel of
Record, Outside Consultants, and those employees of Outside Counsel and Outside Consultants described
in paragraph 11. Any person seeking access to Stamped Highly Confidential Documents and Highly
Confidential Information subject to this Protective Order shall sign and date the Acknowledgment
agreeing to be bound by the terms and conditions of this Protective Order; and file the Acknowledgment
with the Bureau, on behalf of the Commission. Where the person seeking access is Outside Counsel or an


2 See 47 C.F.R. §§ 0.459(a), 0.459(a)(3).
3 See 47 C.F.R. § 0.459(b).
4 See 47 C.F.R. § 0.459(g).
5 See 47 C.F.R. §§ 0.459(h), 0.461.
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Outside Consultant, a copy of the Acknowledgment shall be served upon the relevant Submitting Party
through its Counsel of Record so that it is received at least five business days prior to such person’s
reviewing or having access to the Submitting Party’s Stamped Highly Confidential Documents or Highly
Confidential Information; where the person seeking access is one described in either clause 1 or 2 of
paragraph 11, the Acknowledgment shall be served upon the Submitting Party promptly prior to the
person’s obtaining access. Where there are multiple Submitting Parties, a copy of the Acknowledgment
must be served on each Submitting Party within the time periods stated above. Each Submitting Party
shall have an opportunity to object to the disclosure of its Stamped Highly Confidential Documents or
Highly Confidential Information to any such person. A Submitting Party must file any such objection at
the Commission and serve it on Counsel representing, retaining or employing such person within three
business days after receiving a copy of that person’s Acknowledgment (or where the person seeking
access is one described in clause 1 or 2 of paragraph 11, file and serve such objection as promptly as
practicable after receipt of the Acknowledgment). Further, if a Submitting Party files additional Highly
Confidential Documents, it must file any objection to the disclosure of those additional Highly
Confidential Documents to any Reviewing Party before or contemporaneous with filing those documents.
Until any objection is resolved by the Commission and, if appropriate, by any court of competent
jurisdiction, and unless such objection is resolved in favor of the person seeking access, a person subject
to an objection from a Submitting Party shall not have access to relevant Stamped Highly Confidential
Documents or Highly Confidential Information.
8. Review of Stamped Highly Confidential Documents. A Submitting Party shall make available
for review the Stamped Highly Confidential Documents of such party at the offices of the party’s Outside
Counsel of Record. Subject to the terms of paragraph 6, a Reviewing Party shall be provided the
following alternatives: (1) a Reviewing Party shall be provided adequate opportunity to inspect the
documents on site; (2) a Reviewing Party may inspect the documents on site with the ability to request
copies, at cost, of some or all of the documents; or (3) a Reviewing Party may request a complete set of
the documents at cost, allowing two business days after the request is made for receipt of the copies. If a
Reviewing Party plans on requesting a complete set of documents, it is encouraged to make such a request
at the time it submits the Acknowledgment to allow it the opportunity to begin reviewing the documents
at the end of the five-day period referred to in paragraph 7. All copies of documents that are removed
from the Submitting Party’s office must be returned or destroyed in accordance with the terms of
paragraph 20.
9. Review of Highly Confidential Information in Electronic Format. A Submitting Party shall
make available to a Reviewing Party one copy of Highly Confidential Information contained, recorded, or
electronically stored on a CD-ROM, DVD, flash drive, portable hard drive or similar electronic storage
device, which shall be considered a Stamped Highly Confidential Document. The disk or other medium
containing the information in electronic format should be physically sent to the Reviewing Party; a
Reviewing Party may not require that it be transmitted electronically. A Reviewing Party may
temporarily load onto a computer the information in electronic format. Once loaded onto a computer, any
files containing Highly Confidential Information shall be password protected immediately. The Highly
Confidential Information may not be stored on a computer after being analyzed. After the analysis is
complete, the results of such analysis may be stored by saving the results (but not the original underlying
Highly Confidential Information) to a mobile data storage medium, which, if it contains Highly
Confidential Information, shall be treated as a Stamped Highly Confidential Document and so marked.
All files containing Highly Confidential Information shall be deleted from the computer as soon as
practicable. The original disk or other storage medium shall be stored securely and a record kept of any
persons given access to it.
10. Use of Highly Confidential Information. Persons obtaining access to Highly Confidential
Information (including Stamped Highly Confidential Documents) under this Protective Order shall use
4

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the information solely for the preparation and conduct of this proceeding before the Commission and any
subsequent judicial proceeding arising directly from this proceeding and, except as provided herein, shall
not use such documents or information for any other purpose, including without limitation business,
governmental, or commercial purposes, or in other administrative, regulatory or judicial proceedings.
Should the Commission rely upon or otherwise make reference to the contents of any of the Stamped
Highly Confidential Documents or Highly Confidential Information in its decision in this proceeding, it
will do so by redacting any Highly Confidential Information from the public version of the decision and
by making the unredacted version of the decision available only to a court and to those persons entitled to
access to Highly Confidential Information under this Protective Order.
11. Permissible Disclosure. A Reviewing Party may discuss and share the contents of the
Stamped Highly Confidential Documents and Highly Confidential Information with another Reviewing
Party and with the Commission and its staff. A Submitting Party’s Stamped Highly Confidential
Documents and Highly Confidential Information may also be disclosed to employees and Counsel of the
Submitting Party. Subject to the requirements of paragraph 7, a Reviewing Party may disclose Stamped
Highly Confidential Documents and Highly Confidential Information to: (1) paralegals or other
employees of such Reviewing Party assisting them in this proceeding; and (2) employees of third-party
contractors involved solely in one or more aspects of organizing, filing, coding, converting, storing, or
retrieving documents or data or designing programs for handling data connected with this proceeding, or
performing other clerical or ministerial functions with regard to documents connected with this
proceeding.
12. Filings with the Commission. A Reviewing Party or a Submitting Party may in any document
that it files in this proceeding disclose Highly Confidential Information only if it complies with the
following procedure. The party shall submit to the Secretary’s Office one copy of the filing containing
Highly Confidential Information (the “Highly Confidential Filing”), two copies of the filing in redacted
form, i.e., containing no Highly Confidential Information (the “Redacted Highly Confidential Filing”),
and an accompanying cover letter. The cover or first page of the Highly Confidential Filing and each
page of the Highly Confidential Filing that contains or discloses Highly Confidential Information must be
clearly “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO PROTECTIVE ORDER FOR
HIGHLY CONFIDENTIAL INFORMATION IN PROCEEDING INVOLVING FILE NOS. 0005597386
AND 0005597395 BEFORE THE FEDERAL COMMUNICATIONS COMMISSION.” The cover letter
shall also contain this legend. The Highly Confidential Filing shall be made under seal, and will not be
placed in the Commission’s public file. The two copies of the Redacted Highly Confidential Filing and
the accompanying cover letter shall be stamped “REDACTED – FOR PUBLIC INSPECTION.” The
cover letter accompanying the Redacted Highly Confidential Filing shall state that the party is filing a
redacted version of the filing. Each Redacted Highly Confidential Filing shall have the same pagination
as the Highly Confidential Filing from which it is derived. To the extent that any page of the Highly
Confidential Filing contains any type of Confidential Information, only the Confidential Information (of
whatever type) may be redacted and the page of the unredacted Confidential Filing shall clearly
distinguish among the various types of Confidential Information and the non-confidential information.
Two copies of each Highly Confidential Filing and the accompanying cover letter must be delivered, as
directed by Commission staff, to Kathy Harris, Kathy.Harris@fcc.gov, (202) 418-0609, Mobility
Division, Wireless Telecommunications Bureau, Federal Communications Commission, 445 12th Street,
S.W., Room 6239, Washington, D.C. 20554, and one copy must be served on the relevant Submitting
Party. Parties should not provide courtesy copies of pleadings containing Highly Confidential
Information to Commission staff unless the Bureau so requests, and any such courtesy copies shall be
submitted under seal.
13. Non-Disclosure of Stamped Highly Confidential Documents and Highly Confidential
Information. Except with the prior written consent of the Submitting Party or as provided under this
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Protective Order, neither a Stamped Highly Confidential Document nor any Highly Confidential
Information may be disclosed further.
14. Protection of Stamped Highly Confidential Documents and Highly Confidential Information.
A Reviewing Party shall have the obligation to ensure that access to Stamped Highly Confidential
Documents and Highly Confidential Information is strictly limited as prescribed in this Protective Order.
A Reviewing Party shall further have the obligation to ensure that Stamped Highly Confidential
Documents and Highly Confidential Information are used only as provided in this Protective Order.
15. Requests for Additional Disclosure. If any person requests disclosure of Highly Confidential
Information outside the terms of this Protective Order, such a request will be treated in accordance with
sections 0.442 and 0.461 of the Commission’s rules.
16. Client Consultation. Nothing in this Protective Order shall prevent or otherwise restrict
Outside Counsel from rendering advice to their clients relating to the conduct of this proceeding and any
subsequent judicial proceeding arising therefrom and, in the course thereof, relying generally on
examination of Stamped Highly Confidential Documents or Highly Confidential Information; provided,
however
, that in rendering such advice and otherwise communicating with such client, Outside Counsel
shall not disclose Stamped Highly Confidential Documents or Highly Confidential Information.
17. No Waiver of Confidentiality. Disclosure of Highly Confidential Information as provided
herein by any person shall not be deemed a waiver by any Submitting Party of any privilege or
entitlement to confidential treatment of such Highly Confidential Information. Reviewing Parties, by
viewing this material, agree: (1) not to assert any such waiver; (2) not to use Highly Confidential
Information to seek disclosure in any other proceeding; and (3) that accidental disclosure of Highly
Confidential Information by a Submitting Party shall not be deemed a waiver of any privilege or
entitlement as long as the Submitting Party takes prompt remedial action.
18. Subpoena by Courts, Departments, or Agencies. If a court, or a federal or state department or
agency issues a subpoena for or orders the production of Stamped Highly Confidential Documents or
Highly Confidential Information that a party has obtained under terms of this Protective Order, such party
shall promptly notify each Submitting Party of the pendency of such subpoena or order. Consistent with
the independent authority of any court, department or agency, such notification must be accomplished
such that the Submitting Party has a full opportunity to oppose such production prior to the production or
disclosure of any Stamped Highly Confidential Document or Highly Confidential Information.
19. Violations of Protective Order. Should a Reviewing Party violate any of the terms of this
Protective Order, such Reviewing Party shall immediately convey that fact to the Commission and to the
Submitting Party. Further, should such violation consist of improper disclosure of Highly Confidential
Information, the violating person shall take all necessary steps to remedy the improper disclosure. The
Commission retains its full authority to fashion appropriate sanctions for violations of this Protective
Order, including but not limited to suspension or disbarment of Outside Counsel or Consultants from
practice before the Commission, forfeitures, cease and desist orders, and denial of further access to
Highly Confidential Information in this or any other Commission proceeding. Nothing in this Protective
Order shall limit any other rights and remedies available to the Submitting Party at law or in equity
against any person using Highly Confidential Information in a manner not authorized by this Protective
Order.
20. Termination of Proceeding. The provisions of this Protective Order shall not terminate at the
conclusion of this proceeding. Within two weeks after conclusion of this proceeding and any
administrative or judicial review, Reviewing Parties shall destroy or return to the Submitting Party
Stamped Highly Confidential Documents and all copies of the same. No material whatsoever derived
from Stamped Highly Confidential Documents may be retained by any person having access thereto,
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except Outside Counsel may retain, under the continuing strictures of this Protective Order, two copies of
pleadings (one of which may be in electronic format) prepared in whole or in part by that party that
contain Highly Confidential Information, and one copy of orders issued by the Commission or Bureau
that contain Highly Confidential Information. All Outside Counsel shall certify compliance with these
terms and shall deliver such certification to Outside Counsel for the Submitting Party not more than three
weeks after conclusion of this proceeding. The provisions of this paragraph regarding retention of
Stamped Highly Confidential Documents and copies of the same and Highly Confidential Information
shall not be construed to apply to the Commission or its staff.
21. Authority. This Order is issued pursuant to sections 4(i), 214 and 310(d) of the
Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 214 and 310(d), Section 4 of the
Freedom of Information Act, 5 U.S.C. § 552(b)(4), and authority delegated under section 0.331 of the
Commission’s rules, 47 C.F.R. § 0.331, and is effective upon its adoption.
FEDERAL COMMUNICATIONS COMMISSION
Ruth Milkman
Chief, Wireless Telecommunications Bureau
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APPENDIX A

Highly Confidential Information and Documents

As specified in paragraphs 2 and 3 of the Protective Order, only information and documents set
forth in this Appendix and that otherwise meet the definition of Highly Confidential Information or
Highly Confidential Documents may be designated as Highly Confidential. This Appendix will be
updated as necessary.
1. Information that details the terms and conditions of or strategy related to a Submitting Party’s
most sensitive contracts (e.g., marketing, service or product agreements, nondisclosure
agreements relating to potential mergers and acquisitions, and comparably sensitive
contracts).
2. Information that discusses specific steps that will be taken to integrate companies or
discussions of specific detail or disaggregated quantification of merger integration benefits or
efficiencies (including costs, benefits, timeline, and risks of the integration).
3. Information that discusses in detail current or future plans to compete for a customer or
specific groups or types of customers (e.g., business or wholesale customers), including
future procurement strategies, pricing strategies, product strategies, advertising or marketing
strategies, future business plans, technology implementation or deployment plans and
strategies (e.g., engineering capacity planning documents), plans for handling acquired
customers, and human resources and staffing strategies.
4. Information that provides granular information about a Submitting Party’s current or future
costs, revenues, marginal revenues, or market share.
5. Information that provides numbers of customers and revenues broken down by customer type
(e.g., business) and market area (e.g., CMA/MSA/RSA, DMA, state, regional cluster) or zip
code.
6. Information that discloses the identity or characteristics (including identifying information
about specific customer facilities) of specific customers (including their levels of demand) or
of those a company is targeting or with whom a company is negotiating.
7. Information that discusses in detail the number or anticipated changes in the number of
customers or amount of traffic, including churn rate data, broken down by zip code or market
and detailed information about why customers discontinue service.
8. Information that provides detailed or granular engineering capacity information or
information about specific facilities, including collocation sites, cell sites, or maps of network
facilities.
9. Information that provides detailed technical performance data and test results.
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APPENDIX B

Acknowledgment of Confidentiality

ULS File Nos. 0005597386 and 0005597395

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order For
Highly Confidential Information in the above-captioned proceeding, and I understand it.
I agree that I am bound by the Protective Order For Highly Confidential Information and that I
shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information
except as allowed by the Protective Order For Highly Confidential Information.
I acknowledge that a violation of the Protective Order For Highly Confidential Information is a
violation of an order of the Federal Communications Commission.
I certify that I am not involved in Competitive Decision-Making.
Without limiting the foregoing, to the extent that I have any employment, affiliation, or role with
any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or
advocacy organization), I acknowledge specifically that my access to any information obtained as a result
of the Protective Order For Highly Confidential Information is due solely to my capacity as Outside
Counsel or Outside Consultant to a party or as a person described in paragraph 11 of the foregoing
Protective Order and agree that I will not use such information in any other capacity.
I acknowledge that it is my obligation to ensure that Stamped Highly Confidential Documents are
not duplicated except as specifically permitted by the terms of the Protective Order For Highly
Confidential Information.
I certify that I have verified that there are in place procedures at my firm or office to prevent
unauthorized disclosure of Stamped Highly Confidential Documents and Highly Confidential
Information.
Capitalized terms used herein shall have the meanings ascribed to them in the Protective Order or
the Protective Order For Highly Confidential Information.
Executed this ___ day of _____________, 201_.


_________________________________

[Name]

[Position]

[Firm]
[Telephone]
9

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