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Date Filed 2/15/2024 12:04 PM
Superior Court - Essex
Docket Number 2277CV01007
24
COMMONWEALTH OF MASSACHUSETTS
ESSEX, SS SUPERIOR COURT DEPARTMENT
OF THE TRIAL COURT
C.A. No.: 2277-CV-01007C
JOHN HASSETT, INDIVIDUALLY AND AS
TRUSTEE OF THE SUSAN HASSETT
IRREVOCABLE TRUST, JAMES BRYANT, AS
TRUSTEE FOR THE JAMES E. BRYANT
GRANDCHILDREN’S TRUST, ASHLEY BRYANT,
AND BENJAMIN BRYANT,
Plaintiffs,
Vv.
RIBCRAFT USA, LLC, PETER BRIAN GRAY,
WELLES HATCH, and ANDREW SAVAGE,
Defendants.
JOINT MOTION TO ENTER CONFIDENTIALITY STIPULATION AND ORDER
Plaintiffs John Hassett, Individually and as Trustee of the Susan Hassett Irrevocable Trust,
James Bryant, as Trustee for the James E. Bryant Grandchildren’s Trust, Ashley Bryant, and
Benjamin Bryant; and Defendants Riberaft USA, LLC, Peter Brian Gray, Welles Hatch, and
Andrew Savage (collectively, the “Parties”), by and through their undersigned counsel, jointly
submit this motion requesting that the Court enter the attached proposed Confidentiality
Stipulation and Order.
As reasons in support of the motion, the Parties state:
1 This is a commercial dispute between the Parties concerning, in general,
shareholder claims involving a privately held business.
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Superior Court - Essex
Docket Number 2277CV01007
2. The Parties agree that confidential, private and sensitive business information that
has not been disclosed to the public will be exchanged during the discovery process in this action,
and as such have agreed to be bound by the attached proposed Order. Accordingly, to assist in
ensuring the protection of the materials, the Parties request that the Court enter the proposed
Confidentiality Stipulation and Order as an Order.
3 The proposed Order is narrowly tailored to address the legitimate interest in the
protection of confidential business information, without unnecessary burden upon the Parties or
the Court.
WHEREFORE, the parties submit the proposed Confidentiality Stipulation and Order
attached as Exhibit A, and respectfully request the Court enter same as an order, or grant such
further relief as this Court deems just and appropriate.
Dated: February 15, 2024
Respectfully submitted,
JOHN HASSETT, INDIVIDUALLY AND AS RIBCRAFT USA LLC, PETER BRIAN
TRUSTEE OF THE SUSAN HASSETT GRAY, WELLES HATCH, and ANDREW
IRREVOCABLE TRUST, JAMES BRYANT, SAVAGE,
AS TRUSTEE OF THE JAMES E. BRYANT
GRANDCHILDREN’S TRUST, ASHLEY By their attorneys,
BRYANT, AND BENJAMIN BRYANT,
/s/ Stephen M. LaRos
By their attorneys, Stephen M. LaRose (BBO # 654507)
Matthew W. Costello (BBO # 696384)
/s/ DavidB. Chaffin Jack Tierney (BBO # 709768)
David B. Chaffin (BBO # 549245) NIXON PEABODY LLP
Thomas A. Rueter (BBO # 711978) Exchange Place, 53 State Street
WHITE AND WILLIAMS LLP Boston, MA 02109
101 Arch Street, Suite 1930 Tel: (617) 345-1000
Boston, MA 02110-1103 Fax: (617)345-1300
Tel: (617) 748-5200 slarose@nixonpeabody.com
Fax: (617) 748-5201 meostello@nixonpeabody.com
chaffind@whiteandwilliams.com jtierney@nixonpeabody.com
ruetert@whiteandwilliams.com
Date Filed 2/15/2024 12:04 PM
Superior Court - Essex
Docket Number 2277CV01007
EXHIBIT A
Date Filed 2/15/2024 12:04 PM
Superior Court - Essex
Docket Number 2277CV01007
COMMONWEALTH OF MASSACHUSETTS
ESSEX, SS SUPERIOR COURT DEPARTMENT
OF THE TRIAL COURT
C.A. Co.: 2277-CV-01007C
JOHN HASSETT, INDIVIDUALLY AND A
TRUSTEE OF THE SUSAN HASSETT
IRREVOCABLE TRUST, JAMES BRYANT,
AS TRUSTEE FOR THE JAMES E. BRYANT
GRANDCHILDREN’S TRUST, ASHLEY
BRYANT, AND BENJAMIN BRYANT,
Plaintiffs,
Vv.
RIBCRAFT USA, LLC, PETER BRIAN
GRAY, WELLES HATCH, and ANDREW
SAVAGE,
Defendants. J
CONFIDE f TIALITY STIPULATION AND ORDER
The parties to the above captioned matter stipulate and agree, and the Court orders, that the
following terms and conditions shall apply to limit the disclosure and use of certain information.
Designation of Confidential Information
1 Scope. This Stipulated Protective Order (“Order”) shall govern the treatment of
pleadings, other court filings, depositions, interrogatories, correspondence, legal memoranda,
documents, other discovery materials, and any other information (including testimony) or written
materials that have been or will be filed, exchanged, served, produced, or received by the parties
during pre-trial proceedings in the above captioned litigation (the “Litigation”) and all proceedings
in other jurisdictions or districts involving discovery in this matter, as well as any and all copies,
abstracts, and summaries of same (“Materials”).
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Superior Court - Essex
Docket Number 2277CV01007
2 Designation of Confidential Materials. Materials produced in this case may be
designated and labeled as “CONFIDENTIAL” , as set forth below. This category of Materials are
referred to collectively herein as “Confidential Information.” The protections conferred by this
Agreement cover not only Confidential Information, but also any information copied or extracted
therefrom, as well as copies, excerpts, summaries, or compilations thereof, plus testimony,
conversations, or presentations that might reveal Confidential Information. All designations are
subject to the terms of Section 7, infra.
3 Materials claimed to be or to contain Confidential Information shall, prior to
production, be marked by the Disclosing Party as “CONFIDENTIAL” by placement of the word
“CONFIDENTIAL” on each protected page (where a document contains confidential and non-
confidential parts) or on the initial page of a wholly-protected document (in such a manner as will
not interfere with the legibility thereof) when it is produced. This marking shall constitute notice
that the Disclosing Party considers the Materials Confidential and shall designate the document as
Confidential Information. A Disclosing Party may designate Materials produced in a non-
documentary format (e.g., videotape, audiotape, computer disk, or file) as Confidential
Information by placing the applicable confidentiality marking on the disk or device on which the
Discovery Material is produced. Copies, extracts, summaries, notes, and other derivatives of
Confidential Information also shall be deemed Confidential Information and shall be subject to the
provisions of this Agreement. A Disclosing Party may designate Discovery Material produced in
native format as Confidential Information by including the designation on the placeholder image
file. Any person or entity that has received a subpoena in this litigation to produce information or
provide testimony may also designate Materials he, she, or it produces Confidential Information
and receive the protections set forth in this Agreement as if it were a party or a signatory to the
Date Filed 2/15/2024 12:04 PM
Superior Court - Essex
Docket Number 2277CV01007
Agreement by indicating to counsel for the parties that he, she, or it wishes to obtain such
protections,
4 For the purposes of this Agreement, the “CONFIDENTIAL” designation may be
used for information or material produced or disclosed to a party (the “Receiving Party”), which
the Disclosing Party reasonably believes is not in the public domain and contains any proprietary,
commercially sensitive, or otherwise confidential financial, business, research, development,
technical, sales, marketing, strategic, and/or personal information, whether embodied in physical
objects, documents, or the factual knowledge of persons.
5 Subsequent Designation. Inadvertent failure to designate materials as Confidential
Information at the time of production shall not constitute a waiver of the Disclosing Party’s claim
of confidentiality and may be remedied by supplemental written notice. Discovery Materials
produced in the litigation that were not identified as Confidential Information when they were
initially produced may, within a reasonable time thereafter (it being the intent of the parties that
designation be freely available to the parties, subject to the terms of this Agreement), be designated
as Confidential Information by the Disclosing Party, or by the party or parties receiving the
production, or by a non-party, by providing written notice to counsel for all other parties and to
any non-party who may be affected. If such notice is given, all Discovery Materials so designated
shall be subject to this Agreement as if they had been initially designated as Confidential
Information. Each party or non-party who receives such written notice shall endeavor, within ten
(10) business days, to retrieve any Confidential Information that may have been disseminated,
shall affix the appropriate confidentiality designation to it, and shall thereafter distribute it only as
allowed by this Agreement. If the party or non-party who receives the written notice is unable to
arrange for the return or destruction of such information, that party or non-party shall notify
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Superior Court - Essex
Docket Number 2277CV01007
counsel for all other parties and any affected non-parties within fifteen (15) business days of
receiving the supplemental notice. No distribution prior to the receipt of such written notice shall
be deemed a violation of this Agreement.
6 Designation of Depositions. Depositions or portions thereof upon oral or written
questions may be designated as Confidential Information either by an examining party’s attorney
or by an attorney defending or attending the deposition. A party claiming that a deposition or any
portion thereof is Confidential Information shall give notice of such claim to the other affected
parties and persons either on the record at any time during the deposition, or in writing to counsel
and the court reporter within thirty (30) days after receipt of the final (not draft) deposition
transcript by counsel for the witness, or such other time as the parties may agree to in the exercise
of reasonable good faith, it being the intent of the parties that designation be freely available to the
parties, subject to the terms of this Agreement. The testimony taken and the transcript of such
deposition or portion thereof shall be designated as Confidential Information as appropriate. All
deposition transcripts or other pretrial testimony shall be treated as Confidential Information until
the expiration of the 30th day after receipt by counsel for the witness of a copy of the final (not
draft) transcript thereof. The court reporter shall print a confidential marking on the cover page
and each page of the deposition transcript that contains Confidential Information. Exhibits to the
deposition transcript, if any, shall bear whatever designation they had when produced, or as
subsequently modified by the Designating Party.
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Objection to Designation. The designation of Confidential Information by any
party or non-party (the “Designating Party”) shall not be determinative and may be eliminated or
modified at any time in one of two ways, as explained below.
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Docket Number 2277CV01007
a. The Designating Party may agree in writing to eliminate or modify the
confidentiality designation concerning any material it designated as Confidential Information.
b. If, at any time, a party objects to a designation of Discovery Material as
Confidential Information under this Agreement, the objecting party shall notify the Designating
Party in writing. Within five (5) business days of receipt of such written notice, counsel for the
Designating Party and the objecting party shall meet and confer in an effort to resolve their
differences. If the parties cannot agree as to the designation of any particular information or
material after good-faith discussion, the objecting party may move the Court to eliminate or modify
the Confidential Information designation. The burden of proving that the information has been
properly designated as protected shall be on the Designating Party who made the original
designation, and all Confidential Information shall be presumptively not confidential. While any
such motion is pending, the Discovery Material subject to that motion shall be treated as
“CONFIDENTIAL.”
Access to Confidential Information
8 Limited Disclosure of Confidential Information. Except as otherwise expressly
provided herein, or agreed to by the parties in writing, Confidential Information marked
“CONFIDENTIAL” may be disclosed by a Receiving Party only in accordance with the terms of
this Agreement and only to the following persons:
a. To outside counsel for a party hereto, including regular and temporary
attorneys, secretaries, paralegals, and other staff employed in the offices of such outside counsel
who are working on the litigation, as well as service vendors of such counsel (including outside
copying services and outside litigation support services), and a party’s in-house counsel
participating in the prosecution or defense of the action.
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Docket Number 2277CV01007
b. To the parties, including current employees and board members of the
parties, to the extent reasonably necessary to conduct the litigation.
Cc. To court reporters transcribing a deposition, hearing, or other proceeding in
this matter.
d To independent experts and independent consultants (meaning individuals
and their employees and/or staff members who are not employees, officers, directors, or owners in
any capacity of a party and who are retained by a party or a party’s outside counsel in good faith
for the purpose of assisting in this litigation) who have first signed Exhibit A attached hereto,
which Exhibit A shall only be provided to opposing parties as required by applicable Court rules.
e, To any person who is a third-party fact witness or potential fact witness (and
counsel for such witness) to the extent reasonably necessary in connection with his or her
testimony at trial in this action or the preparation thereof and only after he or she has signed Exhibit
A attached hereto.
f. To the Superior Court Department of the Trial Court of the Commonwealth
of Massachusetts (the “Court”), any court to which a party petitions for discovery of a non-party,
any appellate court, necessary court personnel, and jurors if filed under seal pursuant to Paragraph
14 of this Agreement, by agreement of the Designating Party, or as otherwise ordered by the Court.
g To any mediator or arbitrator engaged by the parties.
h. To any person who was an author, addressee, or intended or authorized
recipient of the Confidential Material.
1 To other persons only after notice to all parties and upon order of the Court,
or upon written consent of the Disclosing Party.
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Superior Court - Essex
Docket Number 2277CV01007
9 Additional Permitted Disclosures. Unless otherwise ordered by the Court, nothing
herein shall apply to or restrict (i) any party’s or non-party’s use of its own Confidential
Information for any purpose; (ii) any person’s use of documents or other information developed
or obtained independently of discovery in this litigation for any purpose, whether or not such
documents or other information also were designated as Confidential Information in this litigation;
(ii) any person’s use of information that is or becomes part of the public domain through no breach
of the terms of this Agreement; or (iv) any person’s use of information that is disclosed by a third
party without restriction as to disclosure, provided such third party has the right to make the
disclosure.
10. Disputes Over Access, If a dispute arises as to whether a particular person not
falling within the categories listed in Paragraph 8 should be granted access to Confidential
Information, the party seeking disclosure may move the Court to permit the disclosure and must
obtain an order of the Court before disclosing the information.
Use of Confidential Information
ll. Use in this Litigation Only. Confidential Information may be used only for
purposes of this litigation. Except as required by law, Confidential Information may not be used
for any other purpose, including, without limitation, any business or commercial purpose, any
purpose related to any other investigation or proceeding, or evaluation of other potential claims
unrelated to the causes of actions and transactions at issue in this action. Each person to whom
the disclosure of any Confidential Information is made shall not directly or indirectly use, disclose,
or disseminate, or attempt to use, disclose, or disseminate any of the same except as expressly
provided herein.
Date Filed 2/15/2024 12:04 PM
Superior Court - Essex
Docket Number 2277CV01007
12. Copies. Confidential Information shall not be copied or otherwise produced by a
Receiving Party, except for transmission to qualified recipients, without the written permission of
the Disclosing Party, or, in the alternative, by further order of the Court. Nothing herein shall,
however, restrict a qualified recipient from making working copies, abstracts, digests, and analyses
of Confidential Information for use in connection with this litigation. Such working copies,
abstracts, digests, and analyses shall be deemed Confidential Information under the terms of this
Agreement. Further, nothing herein shall restrict a qualified recipient from converting or
translating Confidential Information into machine-readable form for incorporation into a data
retrieval system or document management system used in connection with this action, provided
that access to that Confidential Information, in whatever form stored or reproduced, shall be
limited to qualified recipients.
13. Use at Depositions. Except by agreement of the parties or as may otherwise be
ordered by the Court, during a deposition, any person other than the witness, his or her attorney(s),
or any person qualified to receive Confidential Information under this Order, shall be excluded
from the portion of the examination concerning such information.
14, Use in Motions, and at Court Hearings or at Oral Argument, Subject to the
applicable rules of evidence and except as provided by any other agreement of the Parties,
Confidential Information may be filed in support of a motion, or used at any hearing or oral
argument, provided that the proponent (“Proponent Party”) of the evidence containing
Confidential Information gives at least five (5) days’ notice to the Designating Party prior to the
filing date or use of the Confidential Information. Within five (5) days of such notice: (i) the
Designating Party may assent to the filing or use of the Confidential Information without
impoundment, whereupon the Proponent Party is free to file its motion or use its exhibit containing
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Superior Court - Essex
Docket Number 2277CV01007
or referencing Confidential Information immediately; or (ii) the Proponent Party may serve a
motion by hand or email (the “Proponent Party Motion”) for relief in accordance with
Subparagraph 15(a). This Order does not purport to govern the offering or handling of
Confidential Information at trial, which is left to the further agreement of the parties and order of
the Court.
a. In accordance with Rule 7 of the Uniform Rules on Impoundment
Procedure, an order for impoundment may be issued only “for good cause shown,” and the finding
of good cause must be made by the Court on a particularized showing. Any Proponent Party
Motion served under Paragraph 15 shall be served and filed pursuant to Superior Court Rule 9A
(Rule 9A”), except that the parties agree to the following expedited time deadlines: (i) any
opposition to the Proponent Party Motion shall be served by hand or email within five (5) business
days of receipt of the Proponent Party Motion, and (ii) the reply memorandum, if any, shall be
served and the Rule 9A package for the Proponent Party Motion shall be filed with the Court within
two (2) business days of receipt of the opposition or the expiration of the five (5) business days
provided for opposition, whichever is earlier. Notwithstanding the foregoing, nothing herein shall
limit a non-Designating Party’s right to seek an order for impoundment of Confidential
Information in accordance with the Uniform Rules on Impoundment Procedure.
b. Provided that one of the motions described in Paragraph 15 is filed or served
within five (5) business days of the notice to the Disclosing Party set forth above, the Proponent
Party shall not file the Confidential Information with the Court until the Court has acted upon the
motion, If the motion is denied, the Proponent Party shall file its brief and any attachments thereto
publicly, and if the motion is granted, the Proponent Party shall file its brief and any attachments
thereto in accordance with the Court’s order.
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Docket Number 2277CV01007
Cc. Nothing contained herein shall preclude a party from seeking relief pursuant
to Superior Court Rule 9A(d)(1) as an emergency as necessary in the circumstances.
d If any Confidential Information is used, quoted, referenced, or offered in
any Court proceeding, it shall not lose its status as Confidential Information, and the parties shall
take all steps reasonably required to protect its confidentiality during such use. In particular, while
a motion for an order of impoundment is pending and before the Court has ruled, no party shall
make use in open court of any Confidential Information without the consent of the Proponent
Party.
15. Reasonable Precautions. Counsel for each party shall take all reasonable
precautions to prevent unauthorized or inadvertent disclosure of any Confidential Information.
16. Return After Litigation. Within sixty (60) days after the entry of a final non-
appealable judgment or order, or the complete settlement of all claims asserted against all parties
in this action, each party shall, at the option of the Disclosing Party, either return or destroy all
physical objects and documents which embody Confidential Information it has received, and shall
destroy in whatever form stored or reproduced, all physical objects and documents, including but
not limited to correspondence, memoranda, notes, and other work product materials which contain
or refer to any Confidential Information. Notwithstanding the foregoing, counsel for the parties
may keep in counsel’s permanent files pleadings, motions, briefs, supporting affidavits and other
court filings, correspondence, transcripts, Court opinions, and orders that reflect or contain
Confidential Information, although the restrictions imposed herein continue to apply to such
retained documents.
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Superior Court - Essex
Docket Number 2277CV01007
Other Provisions
17. Not an Admission, Nothing in this Agreement shall constitute an admission by the
party that information designated as Confidential is actually Confidential Information.
Furthermore, nothing contained herein shall prejudice in any way the rights of any party to
introduce into evidence at trial any document, testimony, or other evidence subject to this
Agreement, or preclude the parties or a non-party from raising any available objection, or seeking
any available protection with respect to any Confidential Information, including but not limited to
the grounds of authenticity or admissibility of evidence, materiality, and privilege.
18. Non-Parties, Any non-party producing Discovery Materials in this action may be
included in this Agreement by executing Exhibit A hereto and delivering it to the requesting party
who, in turn, will serve it upon counsel for the other parties.
19. Inadvertent Production of Privileged Information. The inadvertent production of
any document or information during discovery in this action shall be without prejudice to and shall
not be deemed a waiver of any claim that such material is privileged under the attorney-client
privilege, the attorney work product doctrine, or any other applicable privilege or protection from
disclosure, including but not limited to any information protected by the Health Insurance
Portability and Accountability Act and its Privacy Rule (“HIPAA”), and no party or non-party
shall have waived any claims or arguments under the inadvertent production doctrine. A
Disclosing Party shall notify the Receiving Party of the claim and the basis for it. After being
notified, the Receiving Party must immediately return or sequester the specified information and
any copies thereof, must not use or disclose the information until the claim is resolved, and must
take reasonable steps to retrieve the information from any recipient to whom the Receiving Party
may have disclosed it before being notified. If the Receiving Party disagrees with the Disclosing
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Superior Court - Essex
Docket Number 2277CV01007
Party’s assertion of privilege, the parties shall promptly meet and confer, and if they cannot resolve
the issue, a Receiving Party may present the information to the Court under seal for a determination
of the claim of Privilege. The return of any such information will not in any way preclude the
Receiving Party from moving the Court for an order that: (a) the information was never privileged
or otherwise immune from disclosure; or (b) any applicable privilege or immunity has been waived
by some act other than the inadvertent production of the information.
20. Lawful Subpoenas and Legal Process. No person may disclose Confidential
Information to any person or entity in any other proceedings without the written consent of the
Designating Party as to such information. In the event disclosure of any Confidential Information
is sought from anyone subject to this Agreement pursuant to a lawful subpoena, demand by
governmental authority, or other legal process, such person or entity shall, upon receipt of such
request, notify the parties of such request for disclosure by email and overnight mail and provide
a copy of the subpoena or process. Any Designating Party may then seek to prevent disclosure by
filing a motion for protective order or take other appropriate action within a reasonable time, and
the Confidential Information shall not be disclosed until resolution of the challenge to the subpoena
or process,
21. Remedies. If a party to this Agreement violates the Agreement, any other party
may seek appropriate relief from the Court, including an injunction, sanctions, and damages.
22. Retention of Jurisdiction. This Agreement shall survive the termination of this
lawsuit, and the Court shall retain jurisdiction over all disputes between the parties relating to this
Agreement.
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Docket Number 2277CV01007
23. Modification. This Agreement shall not prevent any party from applying to the
Court for further or additional protective orders or relief from this Agreement or from agreeing
with the other parties to modify this Agreement.
The parties having stipulated and agreed hereto, this © rh day of Fe brvary
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Docket Number 2277CV01007
JOHN HASSETT, INDIVIDUALLY AND DEFENDANTS RIBCRAFT USA, LLC.
AS TRUSTEE OF THE SUSAN PETER BRIAN GRAY, WELLES
HASSETT IRREVOCABLE TRUST. HATCH and ANDREW SAVAGE
JAMES BRYANT, AS TRUSTEE FOR
THE JAMES E. BRYANT
GRANDCHILDREN’S TRUST, ASHLEY
BRYANT, AND BENJAMIN BRYANT
By their attorneys, By their attorneys,
4 VAR GlAo 2 Peo
severe
David B. Chaffin (BBO #549245) StephenM. LaRose (BBO # 654507)
Thomas A. Rueter (BBO # 711978) Matthew W. Costello (BBO # 696384)
WHITE AND WILLIAMS LLP NIXON PEABODY LLP
101 Arch Street, Suite 1930 Exchange Place
Boston, MA 02110- 1103 53 State Street
Tel: (617) 748-5200 Boston, MA 02109-2835
Fax: (617) 748-5201 Tel: (617) 345-1000
chaffind@whiteandwilliams.com Fax: (617) 345-1300
ruetert(@whiteandwilliams.com slarose@nixonpeabody.com
mcostello@nixonpeabody.com
IT IS SO ORDERED
Justice of the Superior Court Date
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Superior Court - Essex
Docket Number 2277CV01007
EXHIBIT A
AGREEMENT CONCERNING INFORMATION COVERED BY CONFIDENTIALITY
STIPULATION AND PROTECTIVE AGREEMENT
Thave been designated by ennai ___ aS a person who may have access to
and/or produce Confidential Information as that term is defined in the Confidentiality Stipulation
and Protective Agreement (the “Agreement”) entered in the above-entitled case. Having read the
Agreement, I agree to comply fully with it and to be bound by its terms with respect to all
documents and information designated as “CONFIDENTIAL” under the Agreement. I agree not
to copy any documents or information that have been designated as Confidential Information and
disclosed to me, and not to disclose such documents or information to any person or entity not
authorized under the Agreement to view Confidential Information. 1 hereby submit myself to the
jurisdiction of the Superior Court Department of the Trial Court of the Commonwealth of
Massachusetts for purposes of any proceedings arising from or related to any alleged violation of
the Agreement by me.
I declare under penalty of perjury under the laws of the United States of America that the foregoing
is true and correct, Executed this day of. portent +20
Name:
Address:
Employer:
Job Title:
Preview
Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 24 COMMONWEALTH OF MASSACHUSETTS ESSEX, SS SUPERIOR COURT DEPARTMENT OF THE TRIAL COURT C.A. No.: 2277-CV-01007C JOHN HASSETT, INDIVIDUALLY AND AS TRUSTEE OF THE SUSAN HASSETT IRREVOCABLE TRUST, JAMES BRYANT, AS TRUSTEE FOR THE JAMES E. BRYANT GRANDCHILDREN’S TRUST, ASHLEY BRYANT, AND BENJAMIN BRYANT, Plaintiffs, Vv. RIBCRAFT USA, LLC, PETER BRIAN GRAY, WELLES HATCH, and ANDREW SAVAGE, Defendants. JOINT MOTION TO ENTER CONFIDENTIALITY STIPULATION AND ORDER Plaintiffs John Hassett, Individually and as Trustee of the Susan Hassett Irrevocable Trust, James Bryant, as Trustee for the James E. Bryant Grandchildren’s Trust, Ashley Bryant, and Benjamin Bryant; and Defendants Riberaft USA, LLC, Peter Brian Gray, Welles Hatch, and Andrew Savage (collectively, the “Parties”), by and through their undersigned counsel, jointly submit this motion requesting that the Court enter the attached proposed Confidentiality Stipulation and Order. As reasons in support of the motion, the Parties state: 1 This is a commercial dispute between the Parties concerning, in general, shareholder claims involving a privately held business. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 2. The Parties agree that confidential, private and sensitive business information that has not been disclosed to the public will be exchanged during the discovery process in this action, and as such have agreed to be bound by the attached proposed Order. Accordingly, to assist in ensuring the protection of the materials, the Parties request that the Court enter the proposed Confidentiality Stipulation and Order as an Order. 3 The proposed Order is narrowly tailored to address the legitimate interest in the protection of confidential business information, without unnecessary burden upon the Parties or the Court. WHEREFORE, the parties submit the proposed Confidentiality Stipulation and Order attached as Exhibit A, and respectfully request the Court enter same as an order, or grant such further relief as this Court deems just and appropriate. Dated: February 15, 2024 Respectfully submitted, JOHN HASSETT, INDIVIDUALLY AND AS RIBCRAFT USA LLC, PETER BRIAN TRUSTEE OF THE SUSAN HASSETT GRAY, WELLES HATCH, and ANDREW IRREVOCABLE TRUST, JAMES BRYANT, SAVAGE, AS TRUSTEE OF THE JAMES E. BRYANT GRANDCHILDREN’S TRUST, ASHLEY By their attorneys, BRYANT, AND BENJAMIN BRYANT, /s/ Stephen M. LaRos By their attorneys, Stephen M. LaRose (BBO # 654507) Matthew W. Costello (BBO # 696384) /s/ DavidB. Chaffin Jack Tierney (BBO # 709768) David B. Chaffin (BBO # 549245) NIXON PEABODY LLP Thomas A. Rueter (BBO # 711978) Exchange Place, 53 State Street WHITE AND WILLIAMS LLP Boston, MA 02109 101 Arch Street, Suite 1930 Tel: (617) 345-1000 Boston, MA 02110-1103 Fax: (617)345-1300 Tel: (617) 748-5200 slarose@nixonpeabody.com Fax: (617) 748-5201 meostello@nixonpeabody.com chaffind@whiteandwilliams.com jtierney@nixonpeabody.com ruetert@whiteandwilliams.com Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 EXHIBIT A Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 COMMONWEALTH OF MASSACHUSETTS ESSEX, SS SUPERIOR COURT DEPARTMENT OF THE TRIAL COURT C.A. Co.: 2277-CV-01007C JOHN HASSETT, INDIVIDUALLY AND A TRUSTEE OF THE SUSAN HASSETT IRREVOCABLE TRUST, JAMES BRYANT, AS TRUSTEE FOR THE JAMES E. BRYANT GRANDCHILDREN’S TRUST, ASHLEY BRYANT, AND BENJAMIN BRYANT, Plaintiffs, Vv. RIBCRAFT USA, LLC, PETER BRIAN GRAY, WELLES HATCH, and ANDREW SAVAGE, Defendants. J CONFIDE f TIALITY STIPULATION AND ORDER The parties to the above captioned matter stipulate and agree, and the Court orders, that the following terms and conditions shall apply to limit the disclosure and use of certain information. Designation of Confidential Information 1 Scope. This Stipulated Protective Order (“Order”) shall govern the treatment of pleadings, other court filings, depositions, interrogatories, correspondence, legal memoranda, documents, other discovery materials, and any other information (including testimony) or written materials that have been or will be filed, exchanged, served, produced, or received by the parties during pre-trial proceedings in the above captioned litigation (the “Litigation”) and all proceedings in other jurisdictions or districts involving discovery in this matter, as well as any and all copies, abstracts, and summaries of same (“Materials”). Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 2 Designation of Confidential Materials. Materials produced in this case may be designated and labeled as “CONFIDENTIAL” , as set forth below. This category of Materials are referred to collectively herein as “Confidential Information.” The protections conferred by this Agreement cover not only Confidential Information, but also any information copied or extracted therefrom, as well as copies, excerpts, summaries, or compilations thereof, plus testimony, conversations, or presentations that might reveal Confidential Information. All designations are subject to the terms of Section 7, infra. 3 Materials claimed to be or to contain Confidential Information shall, prior to production, be marked by the Disclosing Party as “CONFIDENTIAL” by placement of the word “CONFIDENTIAL” on each protected page (where a document contains confidential and non- confidential parts) or on the initial page of a wholly-protected document (in such a manner as will not interfere with the legibility thereof) when it is produced. This marking shall constitute notice that the Disclosing Party considers the Materials Confidential and shall designate the document as Confidential Information. A Disclosing Party may designate Materials produced in a non- documentary format (e.g., videotape, audiotape, computer disk, or file) as Confidential Information by placing the applicable confidentiality marking on the disk or device on which the Discovery Material is produced. Copies, extracts, summaries, notes, and other derivatives of Confidential Information also shall be deemed Confidential Information and shall be subject to the provisions of this Agreement. A Disclosing Party may designate Discovery Material produced in native format as Confidential Information by including the designation on the placeholder image file. Any person or entity that has received a subpoena in this litigation to produce information or provide testimony may also designate Materials he, she, or it produces Confidential Information and receive the protections set forth in this Agreement as if it were a party or a signatory to the Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 Agreement by indicating to counsel for the parties that he, she, or it wishes to obtain such protections, 4 For the purposes of this Agreement, the “CONFIDENTIAL” designation may be used for information or material produced or disclosed to a party (the “Receiving Party”), which the Disclosing Party reasonably believes is not in the public domain and contains any proprietary, commercially sensitive, or otherwise confidential financial, business, research, development, technical, sales, marketing, strategic, and/or personal information, whether embodied in physical objects, documents, or the factual knowledge of persons. 5 Subsequent Designation. Inadvertent failure to designate materials as Confidential Information at the time of production shall not constitute a waiver of the Disclosing Party’s claim of confidentiality and may be remedied by supplemental written notice. Discovery Materials produced in the litigation that were not identified as Confidential Information when they were initially produced may, within a reasonable time thereafter (it being the intent of the parties that designation be freely available to the parties, subject to the terms of this Agreement), be designated as Confidential Information by the Disclosing Party, or by the party or parties receiving the production, or by a non-party, by providing written notice to counsel for all other parties and to any non-party who may be affected. If such notice is given, all Discovery Materials so designated shall be subject to this Agreement as if they had been initially designated as Confidential Information. Each party or non-party who receives such written notice shall endeavor, within ten (10) business days, to retrieve any Confidential Information that may have been disseminated, shall affix the appropriate confidentiality designation to it, and shall thereafter distribute it only as allowed by this Agreement. If the party or non-party who receives the written notice is unable to arrange for the return or destruction of such information, that party or non-party shall notify Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 counsel for all other parties and any affected non-parties within fifteen (15) business days of receiving the supplemental notice. No distribution prior to the receipt of such written notice shall be deemed a violation of this Agreement. 6 Designation of Depositions. Depositions or portions thereof upon oral or written questions may be designated as Confidential Information either by an examining party’s attorney or by an attorney defending or attending the deposition. A party claiming that a deposition or any portion thereof is Confidential Information shall give notice of such claim to the other affected parties and persons either on the record at any time during the deposition, or in writing to counsel and the court reporter within thirty (30) days after receipt of the final (not draft) deposition transcript by counsel for the witness, or such other time as the parties may agree to in the exercise of reasonable good faith, it being the intent of the parties that designation be freely available to the parties, subject to the terms of this Agreement. The testimony taken and the transcript of such deposition or portion thereof shall be designated as Confidential Information as appropriate. All deposition transcripts or other pretrial testimony shall be treated as Confidential Information until the expiration of the 30th day after receipt by counsel for the witness of a copy of the final (not draft) transcript thereof. The court reporter shall print a confidential marking on the cover page and each page of the deposition transcript that contains Confidential Information. Exhibits to the deposition transcript, if any, shall bear whatever designation they had when produced, or as subsequently modified by the Designating Party. 7 Objection to Designation. The designation of Confidential Information by any party or non-party (the “Designating Party”) shall not be determinative and may be eliminated or modified at any time in one of two ways, as explained below. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 a. The Designating Party may agree in writing to eliminate or modify the confidentiality designation concerning any material it designated as Confidential Information. b. If, at any time, a party objects to a designation of Discovery Material as Confidential Information under this Agreement, the objecting party shall notify the Designating Party in writing. Within five (5) business days of receipt of such written notice, counsel for the Designating Party and the objecting party shall meet and confer in an effort to resolve their differences. If the parties cannot agree as to the designation of any particular information or material after good-faith discussion, the objecting party may move the Court to eliminate or modify the Confidential Information designation. The burden of proving that the information has been properly designated as protected shall be on the Designating Party who made the original designation, and all Confidential Information shall be presumptively not confidential. While any such motion is pending, the Discovery Material subject to that motion shall be treated as “CONFIDENTIAL.” Access to Confidential Information 8 Limited Disclosure of Confidential Information. Except as otherwise expressly provided herein, or agreed to by the parties in writing, Confidential Information marked “CONFIDENTIAL” may be disclosed by a Receiving Party only in accordance with the terms of this Agreement and only to the following persons: a. To outside counsel for a party hereto, including regular and temporary attorneys, secretaries, paralegals, and other staff employed in the offices of such outside counsel who are working on the litigation, as well as service vendors of such counsel (including outside copying services and outside litigation support services), and a party’s in-house counsel participating in the prosecution or defense of the action. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 b. To the parties, including current employees and board members of the parties, to the extent reasonably necessary to conduct the litigation. Cc. To court reporters transcribing a deposition, hearing, or other proceeding in this matter. d To independent experts and independent consultants (meaning individuals and their employees and/or staff members who are not employees, officers, directors, or owners in any capacity of a party and who are retained by a party or a party’s outside counsel in good faith for the purpose of assisting in this litigation) who have first signed Exhibit A attached hereto, which Exhibit A shall only be provided to opposing parties as required by applicable Court rules. e, To any person who is a third-party fact witness or potential fact witness (and counsel for such witness) to the extent reasonably necessary in connection with his or her testimony at trial in this action or the preparation thereof and only after he or she has signed Exhibit A attached hereto. f. To the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts (the “Court”), any court to which a party petitions for discovery of a non-party, any appellate court, necessary court personnel, and jurors if filed under seal pursuant to Paragraph 14 of this Agreement, by agreement of the Designating Party, or as otherwise ordered by the Court. g To any mediator or arbitrator engaged by the parties. h. To any person who was an author, addressee, or intended or authorized recipient of the Confidential Material. 1 To other persons only after notice to all parties and upon order of the Court, or upon written consent of the Disclosing Party. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 9 Additional Permitted Disclosures. Unless otherwise ordered by the Court, nothing herein shall apply to or restrict (i) any party’s or non-party’s use of its own Confidential Information for any purpose; (ii) any person’s use of documents or other information developed or obtained independently of discovery in this litigation for any purpose, whether or not such documents or other information also were designated as Confidential Information in this litigation; (ii) any person’s use of information that is or becomes part of the public domain through no breach of the terms of this Agreement; or (iv) any person’s use of information that is disclosed by a third party without restriction as to disclosure, provided such third party has the right to make the disclosure. 10. Disputes Over Access, If a dispute arises as to whether a particular person not falling within the categories listed in Paragraph 8 should be granted access to Confidential Information, the party seeking disclosure may move the Court to permit the disclosure and must obtain an order of the Court before disclosing the information. Use of Confidential Information ll. Use in this Litigation Only. Confidential Information may be used only for purposes of this litigation. Except as required by law, Confidential Information may not be used for any other purpose, including, without limitation, any business or commercial purpose, any purpose related to any other investigation or proceeding, or evaluation of other potential claims unrelated to the causes of actions and transactions at issue in this action. Each person to whom the disclosure of any Confidential Information is made shall not directly or indirectly use, disclose, or disseminate, or attempt to use, disclose, or disseminate any of the same except as expressly provided herein. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 12. Copies. Confidential Information shall not be copied or otherwise produced by a Receiving Party, except for transmission to qualified recipients, without the written permission of the Disclosing Party, or, in the alternative, by further order of the Court. Nothing herein shall, however, restrict a qualified recipient from making working copies, abstracts, digests, and analyses of Confidential Information for use in connection with this litigation. Such working copies, abstracts, digests, and analyses shall be deemed Confidential Information under the terms of this Agreement. Further, nothing herein shall restrict a qualified recipient from converting or translating Confidential Information into machine-readable form for incorporation into a data retrieval system or document management system used in connection with this action, provided that access to that Confidential Information, in whatever form stored or reproduced, shall be limited to qualified recipients. 13. Use at Depositions. Except by agreement of the parties or as may otherwise be ordered by the Court, during a deposition, any person other than the witness, his or her attorney(s), or any person qualified to receive Confidential Information under this Order, shall be excluded from the portion of the examination concerning such information. 14, Use in Motions, and at Court Hearings or at Oral Argument, Subject to the applicable rules of evidence and except as provided by any other agreement of the Parties, Confidential Information may be filed in support of a motion, or used at any hearing or oral argument, provided that the proponent (“Proponent Party”) of the evidence containing Confidential Information gives at least five (5) days’ notice to the Designating Party prior to the filing date or use of the Confidential Information. Within five (5) days of such notice: (i) the Designating Party may assent to the filing or use of the Confidential Information without impoundment, whereupon the Proponent Party is free to file its motion or use its exhibit containing Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 or referencing Confidential Information immediately; or (ii) the Proponent Party may serve a motion by hand or email (the “Proponent Party Motion”) for relief in accordance with Subparagraph 15(a). This Order does not purport to govern the offering or handling of Confidential Information at trial, which is left to the further agreement of the parties and order of the Court. a. In accordance with Rule 7 of the Uniform Rules on Impoundment Procedure, an order for impoundment may be issued only “for good cause shown,” and the finding of good cause must be made by the Court on a particularized showing. Any Proponent Party Motion served under Paragraph 15 shall be served and filed pursuant to Superior Court Rule 9A (Rule 9A”), except that the parties agree to the following expedited time deadlines: (i) any opposition to the Proponent Party Motion shall be served by hand or email within five (5) business days of receipt of the Proponent Party Motion, and (ii) the reply memorandum, if any, shall be served and the Rule 9A package for the Proponent Party Motion shall be filed with the Court within two (2) business days of receipt of the opposition or the expiration of the five (5) business days provided for opposition, whichever is earlier. Notwithstanding the foregoing, nothing herein shall limit a non-Designating Party’s right to seek an order for impoundment of Confidential Information in accordance with the Uniform Rules on Impoundment Procedure. b. Provided that one of the motions described in Paragraph 15 is filed or served within five (5) business days of the notice to the Disclosing Party set forth above, the Proponent Party shall not file the Confidential Information with the Court until the Court has acted upon the motion, If the motion is denied, the Proponent Party shall file its brief and any attachments thereto publicly, and if the motion is granted, the Proponent Party shall file its brief and any attachments thereto in accordance with the Court’s order. Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 Cc. Nothing contained herein shall preclude a party from seeking relief pursuant to Superior Court Rule 9A(d)(1) as an emergency as necessary in the circumstances. d If any Confidential Information is used, quoted, referenced, or offered in any Court proceeding, it shall not lose its status as Confidential Information, and the parties shall take all steps reasonably required to protect its confidentiality during such use. In particular, while a motion for an order of impoundment is pending and before the Court has ruled, no party shall make use in open court of any Confidential Information without the consent of the Proponent Party. 15. Reasonable Precautions. Counsel for each party shall take all reasonable precautions to prevent unauthorized or inadvertent disclosure of any Confidential Information. 16. Return After Litigation. Within sixty (60) days after the entry of a final non- appealable judgment or order, or the complete settlement of all claims asserted against all parties in this action, each party shall, at the option of the Disclosing Party, either return or destroy all physical objects and documents which embody Confidential Information it has received, and shall destroy in whatever form stored or reproduced, all physical objects and documents, including but not limited to correspondence, memoranda, notes, and other work product materials which contain or refer to any Confidential Information. Notwithstanding the foregoing, counsel for the parties may keep in counsel’s permanent files pleadings, motions, briefs, supporting affidavits and other court filings, correspondence, transcripts, Court opinions, and orders that reflect or contain Confidential Information, although the restrictions imposed herein continue to apply to such retained documents. 10 Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 Other Provisions 17. Not an Admission, Nothing in this Agreement shall constitute an admission by the party that information designated as Confidential is actually Confidential Information. Furthermore, nothing contained herein shall prejudice in any way the rights of any party to introduce into evidence at trial any document, testimony, or other evidence subject to this Agreement, or preclude the parties or a non-party from raising any available objection, or seeking any available protection with respect to any Confidential Information, including but not limited to the grounds of authenticity or admissibility of evidence, materiality, and privilege. 18. Non-Parties, Any non-party producing Discovery Materials in this action may be included in this Agreement by executing Exhibit A hereto and delivering it to the requesting party who, in turn, will serve it upon counsel for the other parties. 19. Inadvertent Production of Privileged Information. The inadvertent production of any document or information during discovery in this action shall be without prejudice to and shall not be deemed a waiver of any claim that such material is privileged under the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection from disclosure, including but not limited to any information protected by the Health Insurance Portability and Accountability Act and its Privacy Rule (“HIPAA”), and no party or non-party shall have waived any claims or arguments under the inadvertent production doctrine. A Disclosing Party shall notify the Receiving Party of the claim and the basis for it. After being notified, the Receiving Party must immediately return or sequester the specified information and any copies thereof, must not use or disclose the information until the claim is resolved, and must take reasonable steps to retrieve the information from any recipient to whom the Receiving Party may have disclosed it before being notified. If the Receiving Party disagrees with the Disclosing 11 Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 Party’s assertion of privilege, the parties shall promptly meet and confer, and if they cannot resolve the issue, a Receiving Party may present the information to the Court under seal for a determination of the claim of Privilege. The return of any such information will not in any way preclude the Receiving Party from moving the Court for an order that: (a) the information was never privileged or otherwise immune from disclosure; or (b) any applicable privilege or immunity has been waived by some act other than the inadvertent production of the information. 20. Lawful Subpoenas and Legal Process. No person may disclose Confidential Information to any person or entity in any other proceedings without the written consent of the Designating Party as to such information. In the event disclosure of any Confidential Information is sought from anyone subject to this Agreement pursuant to a lawful subpoena, demand by governmental authority, or other legal process, such person or entity shall, upon receipt of such request, notify the parties of such request for disclosure by email and overnight mail and provide a copy of the subpoena or process. Any Designating Party may then seek to prevent disclosure by filing a motion for protective order or take other appropriate action within a reasonable time, and the Confidential Information shall not be disclosed until resolution of the challenge to the subpoena or process, 21. Remedies. If a party to this Agreement violates the Agreement, any other party may seek appropriate relief from the Court, including an injunction, sanctions, and damages. 22. Retention of Jurisdiction. This Agreement shall survive the termination of this lawsuit, and the Court shall retain jurisdiction over all disputes between the parties relating to this Agreement. 12 Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 23. Modification. This Agreement shall not prevent any party from applying to the Court for further or additional protective orders or relief from this Agreement or from agreeing with the other parties to modify this Agreement. The parties having stipulated and agreed hereto, this © rh day of Fe brvary 13 Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 JOHN HASSETT, INDIVIDUALLY AND DEFENDANTS RIBCRAFT USA, LLC. AS TRUSTEE OF THE SUSAN PETER BRIAN GRAY, WELLES HASSETT IRREVOCABLE TRUST. HATCH and ANDREW SAVAGE JAMES BRYANT, AS TRUSTEE FOR THE JAMES E. BRYANT GRANDCHILDREN’S TRUST, ASHLEY BRYANT, AND BENJAMIN BRYANT By their attorneys, By their attorneys, 4 VAR GlAo 2 Peo severe David B. Chaffin (BBO #549245) StephenM. LaRose (BBO # 654507) Thomas A. Rueter (BBO # 711978) Matthew W. Costello (BBO # 696384) WHITE AND WILLIAMS LLP NIXON PEABODY LLP 101 Arch Street, Suite 1930 Exchange Place Boston, MA 02110- 1103 53 State Street Tel: (617) 748-5200 Boston, MA 02109-2835 Fax: (617) 748-5201 Tel: (617) 345-1000 chaffind@whiteandwilliams.com Fax: (617) 345-1300 ruetert(@whiteandwilliams.com slarose@nixonpeabody.com mcostello@nixonpeabody.com IT IS SO ORDERED Justice of the Superior Court Date Date Filed 2/15/2024 12:04 PM Superior Court - Essex Docket Number 2277CV01007 EXHIBIT A AGREEMENT CONCERNING INFORMATION COVERED BY CONFIDENTIALITY STIPULATION AND PROTECTIVE AGREEMENT Thave been designated by ennai ___ aS a person who may have access to and/or produce Confidential Information as that term is defined in the Confidentiality Stipulation and Protective Agreement (the “Agreement”) entered in the above-entitled case. Having read the Agreement, I agree to comply fully with it and to be bound by its terms with respect to all documents and information designated as “CONFIDENTIAL” under the Agreement. I agree not to copy any documents or information that have been designated as Confidential Information and disclosed to me, and not to disclose such documents or information to any person or entity not authorized under the Agreement to view Confidential Information. 1 hereby submit myself to the jurisdiction of the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts for purposes of any proceedings arising from or related to any alleged violation of the Agreement by me. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct, Executed this day of. portent +20 Name: Address: Employer: Job Title: