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AT&T, Inc.-DIRECTV Joint Protective Order

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Released: June 11, 2014
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Federal Communications Commission

DA 14-804

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of

)

)

Applications of

) MB Docket No. 14-90

)

AT&T, Inc. and

)

DIRECTV

)

)

For Consent To Assign or Transfer Control of

)

Licenses and Authorizations

)

JOINT PROTECTIVE ORDER

Adopted:

June 11, 2014

Released:

June 11, 2014

By the Chief, Media Bureau:

1.

In this Joint Protective Order, we adopt procedures to (i) limit access to proprietary or

confidential information that may be filed in this proceeding, and (ii) more strictly limit access to certain

particularly competitively sensitive information, 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 sensitive

nature of such information, we are also mindful of the right of the public to participate in this proceeding

in a meaningful way. Consistent with past practice, therefore, we will make such information available to

participants in this proceeding pursuant to a protective order and, in the case of Highly Confidential

Information, we will limit such access to their Outside Counsel of Record and Outside Consultants who

are retained to assist them in this proceeding, and employees of such Outside Counsel and Outside

Consultants. We conclude that the procedures we adopt in this Joint Protective Order give appropriate

access to the public while protecting 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 Joint

Protective Order shall have the following meanings:

“Acknowledgment” means the Acknowledgment of Confidentiality attached as Appendix B

hereto.

“Competitive Decision-Making” means a person’s activities, association, or relationship with any

of his clients involving 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.

“Confidential Information” means information that is not otherwise available from publicly

available sources and that is subject to protection under the Freedom of Information Act (“FOIA”),

5 U.S.C. § 552, and the Commission’s implementing rules.

“Counsel” means In-House Counsel and Outside Counsel of Record.

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DA 14-804

“Document” means any written, recorded, electronically stored, or graphic material, whether

produced or created by the Submitting Party or another person.

“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

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 it is described in Appendix A to this Joint Protective Order, as the

same may be amended from time to time.

“In-House Counsel” means an attorney employed by a Participant in this proceeding or employed

by an affiliated entity and who is actively engaged in the conduct of this proceeding, provided that such

attorney is not involved in Competitive Decision-Making. (In this regard, an In-House Counsel’s

employer is considered his or her client.)

“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 this proceeding.

“Redacted Confidential Document” means a copy of a Stamped Confidential Document where

the Confidential Information has been redacted.

“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 Confidential Information

(including Stamped Confidential Documents) or Highly Confidential Information (including Stamped

Highly Confidential Documents) pursuant to paragraphs 7 or 11 of this Joint Protective Order.

“Stamped Confidential Document” means any document, or any part thereof, that contains

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) “CONFIDENTIAL

INFORMATION – SUBJECT TO JOINT PROTECTIVE ORDER IN MB DOCKET NO. 14-90

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION,” unless the Commission determines,

sua sponte or by request pursuant to paragraph 4 of this Joint Protective Order or sections 0.459 or 0.461

of its rules,1 that any such document is not entitled to confidential treatment. By designating a document

a “Stamped Confidential Document,” a Submitting Party signifies and represents that it contains

Confidential Information.

1 47 C.F.R. §§ 0.459, 0.461.

2

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“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 JOINT PROTECTIVE ORDER IN MB DOCKET NO. 14-90

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION,” unless the Commission determines,

sua sponte or by request pursuant to paragraph 4 of this Joint Protective Order or sections 0.459 or 0.461

of its rules, that any such document is not entitled to highly confidential treatment. 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 or entity who submits a Stamped Confidential Document or a

Stamped Highly Confidential Document.

3.

Designation of Information as Highly Confidential. A Submitting Party may designate as

Highly Confidential only those types of information described in Appendix A. If a Submitting Party

believes that the descriptions contained in Appendix A should be revised, the Submitting Party shall

submit a request to amend Appendix A along with a supporting explanation. To the extent the request is

granted, an amended Appendix A will be issued. In addition, before a Submitting Party may designate

particular documents or 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 Joint Protective

Order.

4.

Effect of Designation. By designating documents and information as Confidential or

Highly Confidential under this Joint 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, portion of a

document or information as Confidential or 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 or Highly

Confidential, as appropriate.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 an appropriate request under our rules implementing

FOIA.5

5.

Submission of Stamped Confidential Documents and Stamped Highly Confidential

Documents. A Submitting Party shall submit to the Secretary’s Office one copy of each Stamped

Confidential Document and each Stamped Highly Confidential Document it seeks to file and an

accompanying cover letter. Each page of the Stamped Confidential Document or Stamped Highly

Confidential Document shall be stamped “CONFIDENTIAL INFORMATION – SUBJECT TO JOINT

PROTECTIVE ORDER IN MB DOCKET NO. 14-90 BEFORE THE FEDERAL COMMUNICATIONS

COMMISSION” or “HIGHLY CONFIDENTIAL INFORMATION – SUBJECT TO JOINT

PROTECTIVE ORDER IN MB DOCKET NO. 14-90 BEFORE THE FEDERAL COMMUNICATIONS

COMMISSION”, as appropriate. The cover letter also shall contain this legend. In addition, with respect

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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to each Stamped Confidential Document and each Stamped Highly Confidential Document submitted, the

Submitting Party shall also file through the Commission’s Electronic Comment Filing System (“ECFS”) a

copy of the respective Redacted Confidential Document or Redacted Highly Confidential Document and

an accompanying cover letter.6 Each Redacted Confidential Document or Redacted Highly Confidential

Document shall have the same pagination as the Stamped Confidential Document or Stamped Highly

Confidential Document from which it is derived. Each page of the Redacted Confidential Document or

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

Confidential Information or Highly Confidential Information and non-confidential information, only the

Confidential Information and Highly Confidential Information may be redacted and the page of the

unredacted filing shall clearly distinguish among the Confidential Information, the Highly Confidential

Information and the non-confidential information. In addition, two copies of each Stamped Confidential

Document and Stamped Highly Confidential Document and the accompanying cover letter shall be

delivered, as directed by Commission staff, to Vanessa Lemmé, Vanessa.Lemme@fcc.gov, (202) 418-

2611, Industry Analysis Division, Media Bureau, Federal Communications Commission, 445 12th Street,

S.W., Room 2-C313, Washington, D.C. 20554.

6.

Copying Sensitive Documents. If, in the reasonable judgment of the Submitting Party, a

Stamped Highly Confidential 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 Confidential Information and Highly Confidential

Information.

Access to Highly Confidential Information (including Stamped Highly Confidential

Documents) 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

Confidential Information or Highly Confidential Information subject to this Joint Protective Order shall

sign and date the Acknowledgment agreeing to be bound by the terms and conditions of this Joint

Protective Order, and file the Acknowledgment with the Bureau. Where the person seeking access is

Counsel or an 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 Confidential Information 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 Confidential Information or Highly

Confidential Information to any such person.

A Submitting Party must file any such objection at the

Commission and serve it on Counsel for the person seeking access 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).

Except for persons described in paragraph 11, persons filing Acknowledgments

shall not have access to Confidential Information or Highly Confidential Information before the period for

filing objections has passed, unless the Submitting Party waives this requirement; persons described in

6 If a party is not able to submit a copy of the Redacted Confidential Document or Redacted Highly Confidential

Document via ECFS, it must file two copies of the Redacted Confidential Document or Redacted Highly

Confidential Document with the Secretary’s Office along with the appropriately stamped cover letter.

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paragraph 11, shall have access to Confidential Information and Highly Confidential Information upon

the filing of their Acknowledgment, except that such access shall be prohibited if an objection is filed. If

a Submitting Party files additional documents containing Confidential Information or Highly Confidential

Information, it must file any objection to the disclosure of that additional Confidential Information or

Highly Confidential Information to any Reviewing Party before or contemporaneous with the filing.

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 the relevant Confidential Information or

Highly Confidential Information.

8.

Review of Stamped Confidential Documents and Stamped Highly Confidential

Documents. A Submitting Party shall make available for review the Stamped Confidential Documents

and Stamped Highly Confidential Documents of such party at the offices of the party’s Outside Counsel

of Record. Subject to the terms of paragraph 5, 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

medium containing the information in electronic format should be physically delivered 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 be stored on a computer for the duration of the proceeding. All files

containing Highly Confidential Information shall be deleted from the computer no later than proceedings

at the Commission are complete. 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 Confidential and Highly Confidential Information. Persons obtaining access to

Confidential and Highly Confidential Information under this Joint Protective Order shall use 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 any other administrative, regulatory or judicial proceedings.

Should the Commission rely upon or otherwise make reference to any Confidential or Highly

Confidential Information in its orders in this proceeding, it will do so by redacting any Confidential or

Highly Confidential Information from the public version of the order and by making the unredacted

version of the order available only to a court and to those persons entitled to access to Confidential or

Highly Confidential Information under this Joint Protective Order, as appropriate.

11.

Permissible Disclosure. A Reviewing Party may discuss and share the contents of

Confidential Information and Highly Confidential Information with another Reviewing Party, as

appropriate, and with the Commission and its staff. A Submitting Party’s Confidential Information 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 Confidential

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Information 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 party making a filing in this proceeding that contains

Confidential or Highly Confidential Information shall submit to the Secretary’s Office one copy of the

filing containing the Confidential or Highly Confidential Information (the “Confidential Filing”) and an

accompanying cover letter. The cover or first page of the Confidential Filing and each page of the

Confidential Filing that contains or discloses only Confidential Information shall be clearly marked

“CONFIDENTIAL INFORMATION – SUBJECT TO PROTECTIVE ORDER IN MB DOCKET NO.

14-90 BEFORE THE FEDERAL COMMUNICATIONS COMMISSION.” The cover or first page of the

Confidential Filing and each page of the Confidential Filing that contains or discloses Highly

Confidential Information shall be clearly marked “HIGHLY CONFIDENTIAL INFORMATION –

SUBJECT TO PROTECTIVE ORDERS IN MB DOCKET NO. 14-90 BEFORE THE FEDERAL

COMMUNICATIONS COMMISSION.” The accompanying cover letter shall also contain the

appropriate legend. The Confidential Filing shall be made under seal, and will not be placed in the

Commission’s public file. The party shall submit a copy of the filing in redacted form, i.e., containing no

Confidential or Highly Confidential Information (the “Redacted Confidential Filing”) to the Commission

via ECFS.7 The Redacted Confidential Filing and the accompanying cover letter shall be stamped

“REDACTED – FOR PUBLIC INSPECTION.” The cover letter accompanying the Redacted

Confidential Filing shall state that the party is filing a redacted version of the filing. Each Redacted

Confidential Filing shall have the same pagination as the Confidential Filing from which it is derived. To

the extent that any page of the Confidential Filing contains any Confidential Information or Highly

Confidential Information, only the Confidential Information or Highly Confidential Information may be

redacted and the page of the unredacted Confidential Filing shall clearly distinguish among the

Confidential Information, the Highly Confidential Information and the non-confidential information.

Two copies of each Confidential Filing and the accompanying cover letter must be delivered, as directed

by Commission staff, to Vanessa Lemmé, Vanessa.Lemme@fcc.gov, (202) 418-2611, Industry Analysis

Division, Media Bureau, Federal Communications Commission, 445 12th Street, S.W., Room 2-C313,

Washington, D.C. 20554. 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 Confidential Information, and Highly Confidential Information.

Except with the prior written consent of the Submitting Party or as provided under this Joint Protective

Order, Confidential Information and Highly Confidential Information shall not be disclosed further.

14.

Protection of Stamped Confidential Documents, Stamped Highly Confidential

Documents, Confidential Information, and Highly Confidential Information.

A Reviewing Party shall

have the obligation to ensure that access to Confidential Information and Highly Confidential Information

(including Stamped Confidential Documents and Stamped Highly Confidential Documents) is strictly

limited as prescribed in this Joint Protective Order.

A Reviewing Party shall have the further obligation

to ensure that Confidential Information and Highly Confidential Information are used only as provided in

this Joint Protective Order.

7 If a party is not able to submit a copy of the Redacted Confidential Filing via ECFS, it must file two copies of the

Redacted Confidential Filing with the Secretary’s Office along with the appropriately stamped cover letter, as

described in this paragraph.

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15.

Requests for Additional Disclosure. If any person requests disclosure of Confidential or

Highly Confidential Information outside the terms of this Joint 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 Joint Protective Order shall prevent or otherwise

restrict 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 Confidential Information or Highly Confidential Information to which they have access

under this Joint Protective Order; provided, however, that in rendering such advice and otherwise

communicating with such clients, Counsel shall not disclose Confidential Information or Highly

Confidential Information.

17.

No Waiver of Confidentiality. Disclosure of Confidential or 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 Confidential or Highly Confidential

Information. Reviewing Parties, by viewing this material, agree:

(1) not to assert any such waiver;

(2) not to use Confidential or Highly Confidential Information to seek disclosure in any other proceeding;

and (3) that accidental disclosure of Confidential or Highly Confidential Information by a Submitting

Party to a Reviewing Party shall not be deemed a waiver of any privilege or entitlement provided that 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 Confidential Documents,

Stamped Highly Confidential Documents, Confidential Information or Highly Confidential Information

that a party has obtained under the terms of this Joint Protective Order, such party shall promptly notify

each relevant 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 sufficient opportunity to oppose such production prior to the production or

disclosure of any Stamped Confidential Document, Stamped Highly Confidential Document, Confidential

Information or Highly Confidential Information.

19.

Violations of the Joint Protective Order. Should a Reviewing Party violate any of the

terms of this Joint Protective Order, such Reviewing Party shall immediately convey that fact to the

Commission and to the relevant Submitting Parties. Further, should such violation consist of improper

disclosure of Confidential or 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 Joint Protective Order, including but not limited to suspension

or disbarment of Counsel or Consultants from practice before the Commission, forfeitures, cease and

desist orders, and denial of further access to Confidential or Highly Confidential Information in this or

any other Commission proceeding.

Nothing in this Joint Protective Order shall limit any other rights and

remedies available to the Submitting Party at law or in equity against any person using Confidential or

Highly Confidential Information in a manner not authorized by this Joint Protective Order.

20.

Termination of Proceeding. The provisions of this Joint 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 Confidential Documents and Stamped Highly Confidential Documents and all copies of the

same. No material whatsoever containing or derived from Confidential and Highly Confidential

Information may be retained by any person having access thereto, except Outside Counsel may retain,

under the continuing strictures of this Joint 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 Confidential or Highly

Confidential Information, and one copy of orders issued by the Commission or Bureau that contain

Confidential or Highly Confidential Information. All Counsel shall certify compliance with these terms

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and shall deliver such certification to Counsel for the Submitting Party not more than three weeks after

conclusion of this proceeding. The provisions of this paragraph regarding retention of Stamped

Confidential Documents and Stamped Highly Confidential Documents and copies of the same and

Confidential and Highly Confidential Information shall not be construed to apply to the Commission or

its staff.

21.

Questions. Questions concerning this Joint Protective Order should be addressed to Neil

Dellar, Neil.Dellar@fcc.gov, (202) 418-8214, Transaction Team, Office of General Counsel, and to Joel

Rabinovitz, Joel.Rabinovitz@fcc.gov, (202) 418-0689, Transaction Team, Office of General Counsel.

22.

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 0.283 of the

Commission’s rules, 47 C.F.R. § 0.283, and is effective upon its adoption.

FEDERAL COMMUNICATIONS COMMISSION

William T. Lake

Chief, Media 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 business negotiations or contracts (e.g., marketing, service or product

agreements, 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

specific pricing or contract proposals, pricing strategies, product strategies, advertising or

marketing strategies, future business plans, procurement strategies, 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 discloses the identity or characteristics of specific customers or of those a

company is targeting or with whom a company is negotiating (including identifying

information about specific customer facilities, information about customers’ levels of

demand, and information regarding pricing proposals).

5.

Information that provides granular information about a Submitting Party’s current or future

costs, revenues, marginal revenues, market share or customers.

6.

Detailed information describing or illustrating how a Submitting Party analyzes its

competitors, including sources and methods used in these analyses, any limits on use of these

analyses or data, and how such analyses or data are used.

7.

Information that provides numbers of customers and revenues broken down by customer type

(e.g., business) and zip code or market area (e.g., CMA/MSA/RSA, DMA, state, regional

cluster).

8.

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.

9.

Information that provides detailed or granular engineering capacity information or

information about specific facilities, including collocation sites, cell sites, or maps of network

facilities.

10. Information that provides detailed technical performance data and test results.

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ATTACHMENT B

Acknowledgment of Confidentiality

MB Docket No. 14-90

I am seeking access to [ ] only Confidential Information or [ ] Confidential and Highly

Confidential Information.

I hereby acknowledge that I have received and read a copy of the foregoing Joint Protective Order

in the above-captioned proceeding, and I understand it.

I agree that I am bound by the Joint Protective Order and that I shall not disclose or use Stamped

Confidential Documents, Stamped Highly Confidential Documents, Confidential Information or Highly

Confidential Information except as allowed by the Joint Protective Order.

I acknowledge that a violation of the Joint Protective Order is a violation of an order of the

Federal Communications Commission (Commission). I further acknowledge that the Commission retains

its full authority to fashion appropriate sanctions for violations of this Joint Protective Order, including

but not limited to suspension or disbarment of Counsel or Consultants from practice before the

Commission, forfeitures, cease and desist orders, and denial of further access to Confidential or Highly

Confidential Information in this or any other Commission proceeding.

I acknowledge that nothing in the Joint Protective Order limits any other rights and remedies

available to a Submitting Party at law or in equity against me if I use Confidential or Highly Confidential

Information in a manner not authorized by this Joint Protective Order.

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 Joint Protective Order is due solely to my capacity as Counsel or Outside Consultant to a party or

as a person described in paragraph 11 of the Joint 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 Confidential Documents and

Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terms

of the Joint Protective Order and to ensure that there is no disclosure of Confidential Information or

Highly Confidential Information in my possession or in the possession of those who work for me, except

as provided in the Joint Protective Order.

I certify that I have verified that there are in place procedures at my firm or office to prevent

unauthorized disclosure of Confidential Information and Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them

in the Joint Protective Order.

Executed this ___ day of _____________, 20__.

_________________________________

[Name]

[Position]

[Firm]

[Telephone]

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