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SATTIRAJU & THARNEY, LLP
50 Millstone Road
Building 300, Suite 202
East Windsor, NJ 08520
P: 609.469.2110
F: 609.228.5649
www.s-tlawfirm.com
RAVI SATTIRAJU* New York Office
MATTHEW J. THARNEY*+ One Penn Plaza, Suite 5315
New York, NY 11563
EDWARD J. HERBAN* DIRECT EMAIL
ALEXANDER L. D’JAMOOS* rsattiraju@s-tlawfirm.com
GARETH D. HORELL*
*Admitted to Practice in NJ and NY DIRECT DIAL
+Certified by the Supreme Court of 609.469.2112
New Jersey as a Certified Civil Trial Attorney
October 8, 2021
VIA ECOURTS
Hon. Paul A. Goetz, J.S.C.
Supreme Court Courthouse
111 Centre Street, Room 1021
New York, New York 10013
Re: Gray v. SMBC Capital Markets, Inc.
Index No. 156852/2020
Dear Judge Goetz:
On behalf of the parties in the above-referenced lawsuit, we respectfully submit for entry a
proposed Confidentiality Agreement and Protective Order, the form of which has been agreed upon
by counsel for all parties.
Ravi Sattiraju
Enclosure
cc: All Counsel of Record
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
-------------------------------------------------------------------- X
JOAN GRAY, :
Plaintiff, : Index No. 156852/2020
:
-against- : [PROPOSED]
: CONFIDENTIALITY
SMBC CAPITAL MARKETS, INC., : AGREEMENT AND
: PROTECTIVE ORDER
Defendant. :
-------------------------------------------------------------------- X
WHEREAS, the parties hereto are conducting discovery in the above-captioned
litigation (the “Action”);
WHEREAS, some of the information and documents sought in discovery contain or
relate to information of a private, confidential, or proprietary nature (hereinafter “Confidential
Material”); and
WHEREAS, the parties and their counsel desire to facilitate the discovery of certain
information, documents, and things from each other and to reasonably limit disclosure of
Confidential Material that may be exchanged and produced now and in the future during the
Action and have reached agreement as to the terms of this Confidentiality Agreement and
Protective Order (“Order”);
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and
between the undersigned counsel for the parties that:
1. Confidential Material. Documents produced during discovery in the Action that
contain any Confidential Material shall be plainly stamped, marked or otherwise designated
“Confidential” on the face of the document. Testimony about or relating to any Confidential
Material or the contents thereof shall be deemed confidential without further designation. The
parties may designate documents as Confidential Material after production by advising, in
writing, counsel for the other party of such designation. Each party or person who receives such
written notice shall endeavor to retrieve any Confidential Material that may have been
disseminated, shall affix a “Confidential” designation to it, and shall thereafter distribute it only
as allowed by this Order. No distribution by a receiving party prior to the receipt of such written
notice shall be deemed a violation of this Order.
The “Confidential” designation will be effective through the conclusion of the discovery
period, i.e., through the date on which a Note of Issue is filed, at which point the parties will
meet and confer on the terms, conditions and scope of this designation that will govern the
remainder of this litigation, including the inclusion of any such documents in motion practice or
at trial. The document(s) marked as Confidential Material and the contents thereof shall be
treated as Confidential Material pursuant to the terms of this Order until a contrary determination
is made by written agreement of the parties or by order of the Court.
2. Designation.
a. Confidential Designation. The party or person producing or disclosing
discovery material may designate as “Confidential” that material it reasonably and in
good faith believes contains:
i. material of a proprietary nature, including without limitation business know-
how, customer information, information and documents regarding details about
internal processes and procedures;
ii. materials or information of a personal, sensitive or intimate nature, including but
not limited to social security numbers, compensation information, and other
similar information;
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iii.other information as the Parties may agree or is supported by applicable case
law.
3. Designating Transcripts. In the case of transcripts of depositions or court
conferences, designation of the portion of the transcript (including exhibits) that contains
Confidential Material (including documents designated as Confidential) shall be made by a
statement to such effect on the record during the course of the deposition / court conference or at
the conclusion of each session of the deposition / court conference, or in a writing provided by
the designating party to the other parties within thirty (30) days of the designating party’s receipt
of a copy of the transcript. Counsel for the parties may modify this procedure for any particular
deposition / court conference by agreement on the record at such deposition or court conference,
or in writing after the conclusion of the deposition or conference, without further Court order.
4. Contesting Confidential Designations. Any party may object to the designation
of any documents as Confidential Material and the parties shall confer in good faith to attempt to
resolve the objection. If the parties are unable to resolve the objection, the dispute may be
submitted to the Court by the designating party. Notwithstanding such objection, the
document(s) marked as Confidential Material and the contents thereof shall be treated as
Confidential Material pursuant to the terms of this Order until a contrary determination is made
by written agreement of the parties or by order of the Court.
5. Redactions. Any producing party may redact from the documents and
information it produces matter or information that, among other things, the producing party
claims is subject to attorney-client privilege, work product immunity, a legal prohibition against
disclosure, or any other privilege or immunity. The producing party shall preserve an un-
redacted version of each such document, and produce a privilege log for such redactions.
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6. Use of Confidential Material. Confidential Material and the contents thereof
may be used by the parties and the parties’ counsel solely for purposes of prosecuting or
defending the Action. Documents and information designated as Confidential shall not be
disclosed or made known by the parties and/or their counsel to any other person, except as
follows:
a. to the parties (i.e., Plaintiff, Defendant) and their current or former directors,
officers, employees, representatives and agents to the extent necessary for the
performance of their respective duties or in connection with this Action;
b. to any in-house or outside attorneys of the parties, including necessary paralegal
and other clerical personnel employed by counsel, for carrying out their respective
duties in connection with the Action;
c. to experts, consultants, nonparty witnesses, or other persons retained or consulted
by counsel for any party, provided that (i) such disclosure is necessary in order to
furnish such assistance, (ii) the counsel receiving such assistance provides a copy
of this Order to the individual(s) providing such assistance, and (iii) the expert of
consultant agrees in writing to be bound by the terms of this Order; and
d. to the judges and employees of the Supreme Court of the State of New York, New
York County, or appropriate appellate court pursuant to the filing of a court paper
or in connection with a hearing, trial, motion, or request for court intervention in
the Action, or as otherwise agreed to by the parties or as ordered by the Court,
provided that if any Confidential Material is disclosed in a court paper or at a
hearing or trial, the filing party, if different than the designating party, shall give
advance notice to the designating party so that the designating party can file a
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motion to seal the Confidential Material, unless the parties agree otherwise in
writing or the Court so orders.
e. Any person, party, or entity receiving any Confidential Material or the contents
thereof shall not use or disclose said information, directly or indirectly, in any
manner whatsoever, to any other person, party, or entity not specified in this
Agreement. Confidential Material and the contents thereof shall not be used by
the receiving party for any business, commercial, competitive or personal reason.
7. Safeguarding of Confidential Material. The undersigned agree to use
reasonable care in safeguarding and protecting Confidential Material. Nothing contained in this
Order, however, shall prevent any party from disclosing its own Confidential Material or
information as it deems appropriate and such disclosure shall not waive the protections of this
Order with respect to any other Confidential Material, whether or not such other document(s) is
related to the voluntarily disclosed document or information.
8. Confidential Material. The protections of this Agreement and Order with
respect to Confidential Material shall survive the termination of this Action.
9. No Waiver of Attorney-Client Privilege or Work Product Doctrine. The
inadvertent production of privileged or work-product protected documents is not a waiver of the
privilege or protection from discovery in this case or in any other federal or state proceeding.
Nothing contained herein is intended to or shall serve to limit a producing party’s right to
conduct a review of documents or information for relevance, responsiveness, and/or segregation
of privileged and/or protected information before production.
10. Return of Privileged Documents. Inadvertently produced privileged or work
product documents shall be returned by the receiving party to the producing party, either: (i)
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upon notice from the producing party of such disclosure; or (ii) upon the receiving party’s
discovery of material that appears in any respect to contain or constitute privileged or work
product protected documents. Upon notice or discovery (as set out in (i) and (ii) above) the
receiving party shall immediately stop reviewing any such documents or information and shall
sequester such documents and information, and, shall within 7 days return, delete, or destroy all
copies of the disclosed material (including any and all work product containing such material);
shall take reasonable steps to retrieve such material if the receiving party disclosed it before
being notified; and shall make no further use of such material (or work product containing such
material).
11. Disputes Regarding Privilege. The parties agree to meet and confer in good
faith on any issues arising from the claims of privilege before seeking any intervention from the
Court. In case of a dispute, the parties agree to seek an in camera review of the disclosed
material subject to the dispute. Pending resolution of any such dispute by the Court, the
receiving party shall not review and shall not use the disclosed privileged material in any respect.
12. No Limitation on Discovery Rights. Nothing in this Order shall be construed to
limit any party’s right to oppose discovery on any grounds that otherwise would be available.
This Order shall not limit any party’s right to seek further and additional protection against, or
limitation upon, production or dissemination of information and documents or their contents.
13. Bound Pending Court’s So-Order. Upon full execution, the parties agree to be
bound by this Order pending the Court’s review and so-ordering of the Order.
14. Application to Court to Amend Agreement. The foregoing is without prejudice
to the right of any party to apply to the Court to alter or amend the terms of this Order upon a
showing of good cause.
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15. Separate Signature Pages. This Protective Order may be signed on separate
signature pages. These separate signature pages will become part of the integrated Protective
Order. Where convenient for the parties to do so, the signed signature pages may be facsimile or
PDF transmissions.
Dated: September 27, 2021 By: /s/ John DiNapoli
John DiNapoli, Esq.
620 Eighth Avenue
New York, NY 10018
Tel: (212) 218-3355
jdinapoli@seyfarth.com
Lynn Kappelman, Esq.
Seaport East
Two Seaport Lane, Suite 300
Boston, MA 02210-2028
Tel: (617) 946-4888
lkappelman@seyfarth.com
Attorneys for Defendant
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Dated: October 8, 2021 By: /s/ Ravi Sattiraju
David L. Scher
Block O’Toole & Murphy, LLP
One Penn Plaza, Suite 5315
New York, NY 10119
Tel: (212) 736-5300
dscher@blockotoole.com
Nancy Smith, Esq.
Neil Mullin, Esq.
Smith Mullin, P.C.
240 Claremont Avenue
Montclair, NJ 07042
Tel: (973) 783-7607
nsmith@smithmullin.com
Ravi Sattiraju, Esq.
Sattiraju & Tharney, LLP
50 Millstone Road, Building 300, Suite 202
East Windsor, NJ 08520
Tel: (609) 469-2110
rsattiraju@s-tlawfirm.com
Attorneys for Plaintiff
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EXHIBIT A
I have been informed by counsel that certain documents or information to be disclosed to
me in connection with the above-captioned matter have been designated as confidential. I have
been informed that such documents or information labeled “Confidential” or “Confidential-
Attorneys Eyes Only” are confidential by Order of the Court.
I hereby agree that I will not disclose any information contained in such documents to
any other person and that at the conclusion of the litigation I will return all confidential
information to the Party or attorney from whom I received it. I further agree not to use any such
information for any purpose other than this litigation.
By acknowledging these obligations, I understand that I am submitting myself to the
jurisdiction of the Supreme Court of the State of New York for the purpose of any issue or
dispute arising hereunder and that my willful violation of any term of the Confidentiality Order
could subject me to punishment for contempt of Court.
Print Name:
Sign Name:
Dated:
Signed in the presence of:
(Attorney or Notary)
9
Preview
SATTIRAJU & THARNEY, LLP 50 Millstone Road Building 300, Suite 202 East Windsor, NJ 08520 P: 609.469.2110 F: 609.228.5649 www.s-tlawfirm.com RAVI SATTIRAJU* New York Office MATTHEW J. THARNEY*+ One Penn Plaza, Suite 5315 New York, NY 11563 EDWARD J. HERBAN* DIRECT EMAIL ALEXANDER L. D’JAMOOS* rsattiraju@s-tlawfirm.com GARETH D. HORELL* *Admitted to Practice in NJ and NY DIRECT DIAL +Certified by the Supreme Court of 609.469.2112 New Jersey as a Certified Civil Trial Attorney October 8, 2021 VIA ECOURTS Hon. Paul A. Goetz, J.S.C. Supreme Court Courthouse 111 Centre Street, Room 1021 New York, New York 10013 Re: Gray v. SMBC Capital Markets, Inc. Index No. 156852/2020 Dear Judge Goetz: On behalf of the parties in the above-referenced lawsuit, we respectfully submit for entry a proposed Confidentiality Agreement and Protective Order, the form of which has been agreed upon by counsel for all parties. Ravi Sattiraju Enclosure cc: All Counsel of Record SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -------------------------------------------------------------------- X JOAN GRAY, : Plaintiff, : Index No. 156852/2020 : -against- : [PROPOSED] : CONFIDENTIALITY SMBC CAPITAL MARKETS, INC., : AGREEMENT AND : PROTECTIVE ORDER Defendant. : -------------------------------------------------------------------- X WHEREAS, the parties hereto are conducting discovery in the above-captioned litigation (the “Action”); WHEREAS, some of the information and documents sought in discovery contain or relate to information of a private, confidential, or proprietary nature (hereinafter “Confidential Material”); and WHEREAS, the parties and their counsel desire to facilitate the discovery of certain information, documents, and things from each other and to reasonably limit disclosure of Confidential Material that may be exchanged and produced now and in the future during the Action and have reached agreement as to the terms of this Confidentiality Agreement and Protective Order (“Order”); NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the undersigned counsel for the parties that: 1. Confidential Material. Documents produced during discovery in the Action that contain any Confidential Material shall be plainly stamped, marked or otherwise designated “Confidential” on the face of the document. Testimony about or relating to any Confidential Material or the contents thereof shall be deemed confidential without further designation. The parties may designate documents as Confidential Material after production by advising, in writing, counsel for the other party of such designation. Each party or person who receives such written notice shall endeavor to retrieve any Confidential Material that may have been disseminated, shall affix a “Confidential” designation to it, and shall thereafter distribute it only as allowed by this Order. No distribution by a receiving party prior to the receipt of such written notice shall be deemed a violation of this Order. The “Confidential” designation will be effective through the conclusion of the discovery period, i.e., through the date on which a Note of Issue is filed, at which point the parties will meet and confer on the terms, conditions and scope of this designation that will govern the remainder of this litigation, including the inclusion of any such documents in motion practice or at trial. The document(s) marked as Confidential Material and the contents thereof shall be treated as Confidential Material pursuant to the terms of this Order until a contrary determination is made by written agreement of the parties or by order of the Court. 2. Designation. a. Confidential Designation. The party or person producing or disclosing discovery material may designate as “Confidential” that material it reasonably and in good faith believes contains: i. material of a proprietary nature, including without limitation business know- how, customer information, information and documents regarding details about internal processes and procedures; ii. materials or information of a personal, sensitive or intimate nature, including but not limited to social security numbers, compensation information, and other similar information; 2 iii.other information as the Parties may agree or is supported by applicable case law. 3. Designating Transcripts. In the case of transcripts of depositions or court conferences, designation of the portion of the transcript (including exhibits) that contains Confidential Material (including documents designated as Confidential) shall be made by a statement to such effect on the record during the course of the deposition / court conference or at the conclusion of each session of the deposition / court conference, or in a writing provided by the designating party to the other parties within thirty (30) days of the designating party’s receipt of a copy of the transcript. Counsel for the parties may modify this procedure for any particular deposition / court conference by agreement on the record at such deposition or court conference, or in writing after the conclusion of the deposition or conference, without further Court order. 4. Contesting Confidential Designations. Any party may object to the designation of any documents as Confidential Material and the parties shall confer in good faith to attempt to resolve the objection. If the parties are unable to resolve the objection, the dispute may be submitted to the Court by the designating party. Notwithstanding such objection, the document(s) marked as Confidential Material and the contents thereof shall be treated as Confidential Material pursuant to the terms of this Order until a contrary determination is made by written agreement of the parties or by order of the Court. 5. Redactions. Any producing party may redact from the documents and information it produces matter or information that, among other things, the producing party claims is subject to attorney-client privilege, work product immunity, a legal prohibition against disclosure, or any other privilege or immunity. The producing party shall preserve an un- redacted version of each such document, and produce a privilege log for such redactions. 3 6. Use of Confidential Material. Confidential Material and the contents thereof may be used by the parties and the parties’ counsel solely for purposes of prosecuting or defending the Action. Documents and information designated as Confidential shall not be disclosed or made known by the parties and/or their counsel to any other person, except as follows: a. to the parties (i.e., Plaintiff, Defendant) and their current or former directors, officers, employees, representatives and agents to the extent necessary for the performance of their respective duties or in connection with this Action; b. to any in-house or outside attorneys of the parties, including necessary paralegal and other clerical personnel employed by counsel, for carrying out their respective duties in connection with the Action; c. to experts, consultants, nonparty witnesses, or other persons retained or consulted by counsel for any party, provided that (i) such disclosure is necessary in order to furnish such assistance, (ii) the counsel receiving such assistance provides a copy of this Order to the individual(s) providing such assistance, and (iii) the expert of consultant agrees in writing to be bound by the terms of this Order; and d. to the judges and employees of the Supreme Court of the State of New York, New York County, or appropriate appellate court pursuant to the filing of a court paper or in connection with a hearing, trial, motion, or request for court intervention in the Action, or as otherwise agreed to by the parties or as ordered by the Court, provided that if any Confidential Material is disclosed in a court paper or at a hearing or trial, the filing party, if different than the designating party, shall give advance notice to the designating party so that the designating party can file a 4 motion to seal the Confidential Material, unless the parties agree otherwise in writing or the Court so orders. e. Any person, party, or entity receiving any Confidential Material or the contents thereof shall not use or disclose said information, directly or indirectly, in any manner whatsoever, to any other person, party, or entity not specified in this Agreement. Confidential Material and the contents thereof shall not be used by the receiving party for any business, commercial, competitive or personal reason. 7. Safeguarding of Confidential Material. The undersigned agree to use reasonable care in safeguarding and protecting Confidential Material. Nothing contained in this Order, however, shall prevent any party from disclosing its own Confidential Material or information as it deems appropriate and such disclosure shall not waive the protections of this Order with respect to any other Confidential Material, whether or not such other document(s) is related to the voluntarily disclosed document or information. 8. Confidential Material. The protections of this Agreement and Order with respect to Confidential Material shall survive the termination of this Action. 9. No Waiver of Attorney-Client Privilege or Work Product Doctrine. The inadvertent production of privileged or work-product protected documents is not a waiver of the privilege or protection from discovery in this case or in any other federal or state proceeding. Nothing contained herein is intended to or shall serve to limit a producing party’s right to conduct a review of documents or information for relevance, responsiveness, and/or segregation of privileged and/or protected information before production. 10. Return of Privileged Documents. Inadvertently produced privileged or work product documents shall be returned by the receiving party to the producing party, either: (i) 5 upon notice from the producing party of such disclosure; or (ii) upon the receiving party’s discovery of material that appears in any respect to contain or constitute privileged or work product protected documents. Upon notice or discovery (as set out in (i) and (ii) above) the receiving party shall immediately stop reviewing any such documents or information and shall sequester such documents and information, and, shall within 7 days return, delete, or destroy all copies of the disclosed material (including any and all work product containing such material); shall take reasonable steps to retrieve such material if the receiving party disclosed it before being notified; and shall make no further use of such material (or work product containing such material). 11. Disputes Regarding Privilege. The parties agree to meet and confer in good faith on any issues arising from the claims of privilege before seeking any intervention from the Court. In case of a dispute, the parties agree to seek an in camera review of the disclosed material subject to the dispute. Pending resolution of any such dispute by the Court, the receiving party shall not review and shall not use the disclosed privileged material in any respect. 12. No Limitation on Discovery Rights. Nothing in this Order shall be construed to limit any party’s right to oppose discovery on any grounds that otherwise would be available. This Order shall not limit any party’s right to seek further and additional protection against, or limitation upon, production or dissemination of information and documents or their contents. 13. Bound Pending Court’s So-Order. Upon full execution, the parties agree to be bound by this Order pending the Court’s review and so-ordering of the Order. 14. Application to Court to Amend Agreement. The foregoing is without prejudice to the right of any party to apply to the Court to alter or amend the terms of this Order upon a showing of good cause. 6 15. Separate Signature Pages. This Protective Order may be signed on separate signature pages. These separate signature pages will become part of the integrated Protective Order. Where convenient for the parties to do so, the signed signature pages may be facsimile or PDF transmissions. Dated: September 27, 2021 By: /s/ John DiNapoli John DiNapoli, Esq. 620 Eighth Avenue New York, NY 10018 Tel: (212) 218-3355 jdinapoli@seyfarth.com Lynn Kappelman, Esq. Seaport East Two Seaport Lane, Suite 300 Boston, MA 02210-2028 Tel: (617) 946-4888 lkappelman@seyfarth.com Attorneys for Defendant 7 Dated: October 8, 2021 By: /s/ Ravi Sattiraju David L. Scher Block O’Toole & Murphy, LLP One Penn Plaza, Suite 5315 New York, NY 10119 Tel: (212) 736-5300 dscher@blockotoole.com Nancy Smith, Esq. Neil Mullin, Esq. Smith Mullin, P.C. 240 Claremont Avenue Montclair, NJ 07042 Tel: (973) 783-7607 nsmith@smithmullin.com Ravi Sattiraju, Esq. Sattiraju & Tharney, LLP 50 Millstone Road, Building 300, Suite 202 East Windsor, NJ 08520 Tel: (609) 469-2110 rsattiraju@s-tlawfirm.com Attorneys for Plaintiff 8 EXHIBIT A I have been informed by counsel that certain documents or information to be disclosed to me in connection with the above-captioned matter have been designated as confidential. I have been informed that such documents or information labeled “Confidential” or “Confidential- Attorneys Eyes Only” are confidential by Order of the Court. I hereby agree that I will not disclose any information contained in such documents to any other person and that at the conclusion of the litigation I will return all confidential information to the Party or attorney from whom I received it. I further agree not to use any such information for any purpose other than this litigation. By acknowledging these obligations, I understand that I am submitting myself to the jurisdiction of the Supreme Court of the State of New York for the purpose of any issue or dispute arising hereunder and that my willful violation of any term of the Confidentiality Order could subject me to punishment for contempt of Court. Print Name: Sign Name: Dated: Signed in the presence of: (Attorney or Notary) 9