Proposed Protective Order — with Frbsf Provision (D.E. 172-1) — OTO Analytics v. Benworth (N.D. Cal. No. 3:24-cv-03975, 2024-10-04, 1)

Record facts

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 172-1 · 2024-10-04 · Docket on CourtListener

Full text

EXHIBIT 1 
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IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF PUERTO RICO 
 
OTO ANALYTICS, LLC,  
 
Plaintiff, 
 
v. 
 
BENWORTH CAPITAL PARTNERS PR, 
LLC; BENWORTH CAPITAL PARTNERS, 
LLC; BERNARDO NAVARRO and CLAUDIA 
NAVARRO, 
 
Defendants. 
 
 
 
 
 
Civil No. 23-01034 (GMM) cons. 
Civil No. 24-01313 (GMM) 
 
 
FEDERAL RESERVE BANK OF SAN 
FRANCISCO,  
 
Plaintiff-Intervenor, 
 
v. 
 
OTO ANALYTICS, LLC; BENWORTH 
CAPITAL PARTNERS PR, LLC; 
BENWORTH CAPITAL PARTNERS, LLC; 
BERNARDO NAVARRO and CLAUDIA 
NAVARRO, 
 
Defendants in Intervention. 
 
 
 
 
 
 
 
FEDERAL RESERVE BANK OF SAN 
FRANCISCO,  
 
Consolidated Plaintiff, 
 
v. 
 
BENWORTH CAPITAL PARTNERS PR, 
LLC; BENWORTH CAPITAL PARTNERS, 
LLC; BERNARDO NAVARRO and CLAUDIA 
NAVARRO, 
 
Consolidated Defendants. 
 
 
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STIPULATED CONFIDENTIALITY AGREEMENT AND [PROPOSED] 
PROTECTIVE ORDER 
Pursuant to Federal Rule of Civil Procedure 26(c) and Federal Rule of Evidence 502(d), 
this Stipulated Confidentiality Agreement and [Proposed] Protective Order (“Stipulation” or 
“Order”) that will govern all materials exchanged between the Parties in the above-captioned 
action (the “Action”) is entered into by and among:  (1) Plaintiff and Defendant in Intervention 
Oto Analytics, LLC (f/k/a Oto Analytics, Inc. d/b/a Womply) (“Womply” or “Plaintiff”); 
(2) Defendant, Defendant in Intervention, and Consolidated Defendant Benworth Capital Partners 
PR LLC (“Benworth PR”); (3) Defendant, Defendants in Intervention, and Consolidated 
Defendant Benworth Capital Partners LLC (“Benworth FL”); (4) Defendant, Defendant in 
Intervention, and Consolidated Defendant Bernardo Navarro (“Mr. Navarro”); (5) Defendant, 
Defendant in Intervention, and Consolidated Defendant Claudia Navarro (together with Benworth 
PR, Benworth FL, and Mr. Navarro, “Defendants”); (6) Plaintiff-Intervenor and Consolidated 
Plaintiff Federal Reserve Bank of San Francisco (“Reserve Bank”); and (7) any other persons or 
entities who become bound by this Order by signifying their assent through execution of Exhibit A 
hereto.  Each of the persons or entities identified in the foregoing clauses (1) through (7) shall be 
referred to herein individually as a “Party,” and, collectively, as the “Parties.”   
1. 
DEFINITIONS 
1.1. 
Action:  the lawsuit styled Oto Analytics, LLC v. Benworth Capital Partners, et al., 
Civil Action No. 23-01034 (D.P.R.) as consolidated with the lawsuit styled Federal Reserve Bank 
of San Francisco v. Benworth Capital Partners, LLC, et al., Civil Action No. 24-01313 (D.P.R.), 
with the lead case being Civil Action No. 23-01034. 
1.2. 
Challenging Party:  a Party or Non-Party that challenges the designation of 
information or items as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” under this Order. 
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1.3. 
“CONFIDENTIAL” Information or Items:  all documents and testimony, and all 
information contained therein, and other information designated as Confidential, if such 
documents, testimony, or information constitutes, reflects, discloses, or contains confidential 
research, development, or commercial information, proprietary material or information, protected 
personal information, a trade secret, or other information required by law or agreement to be kept 
confidential. 
1.4. 
Counsel (without qualifier):  Counsel who represent Parties (including, but not 
limited to, in-house counsel who are employees of a Party and Outside Counsel of Record), and 
the partners, counsel, associates, paralegals, secretaries, clerical, regular and temporary employees, 
and service vendors of such counsel (including outside copying and litigation support services) but 
only to the extent such Counsel are assisting with the Action. 
1.5. 
Designating Party:  a Party or Non-Party that designates information or items 
produced in disclosures or in responses to discovery or subpoenas as “CONFIDENTIAL” or 
“HIGHLY CONFIDENTIAL.” 
1.6. 
Disclosure or Discovery Material:  all items or information, regardless of the 
medium or manner in which it is generated, stored, or maintained (including, among other things, 
testimony, transcripts, and tangible things), that are produced or generated in disclosures or in 
responses to discovery in this Action by a Party or Non-Party. 
1.7. 
“HIGHLY CONFIDENTIAL” Information or Items:  all documents and testimony, 
and all information contained therein, and other information designated as Highly Confidential 
that a Party or Non-Party reasonably believes to be economically or competitively sensitive, if 
such documents, testimony, or information contain, without limitation, strategic planning 
information; negotiation strategies; proprietary software or systems; proprietary edits or 
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customizations to software; pricing information; extremely sensitive, highly confidential, non-
public information, consisting either of trade secrets or proprietary or other highly confidential 
business, financial, regulatory, or strategic information, the disclosure of which to parties other 
than those permitted to receive Highly Confidential information pursuant to this Order is 
reasonably likely to cause injury to the Producing Party. 
1.8. 
Non-Party:  any natural person, partnership, corporation, association, or other legal 
entity not named as a Party. 
1.9. 
Notifying Party: any Receiving Party seeking to use Protected Material in a Related 
Action. 
1.10. Outside Counsel of Record:  attorneys who are not employees of a Party but are 
retained to represent or advise a Party and have entered an appearance before the Court on behalf 
of that Party or are affiliated with a law firm that has entered an appearance before the Court on 
behalf of that Party in this Action. 
1.11. Producing Party:  a Party or Non-Party that produces Disclosure or Discovery 
Material in this Action. 
1.12. Professional Vendors:  persons or entities that provide litigation support services 
(e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and 
organizing, storing, or retrieving data in any form or medium) and their employees and 
subcontractors. 
1.13. Protected Material:  any Disclosure or Discovery Material that is designated as 
“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL.” 
1.14. Receiving Party:  a Party that receives Disclosure or Discovery Material from a 
Producing Party. 
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1.15. Related Action:  any litigation, arbitration, or other legal action brought by a Party 
(1) against another Party (or any related or affiliated persons or entities thereof) in any forum 
involving substantially similar claims, or (2) in furtherance of the relief sought in this Action.   
2. 
SCOPE 
The protections conferred by this Order cover Protected Material.  The protections 
conferred by this Order do not cover the following information:  (1) any information that is in the 
public domain at the time of disclosure to a Receiving Party or becomes part of the public domain 
after its disclosure to a Receiving Party as a result of publication not involving a violation of this 
Order; and (2) any information known to the Receiving Party before the disclosure that is not 
otherwise protected or that was obtained by the Receiving Party after the disclosure from a source 
who obtained the information lawfully and under no obligation of confidentiality to the 
Designating Party.   
3. 
DURATION 
After final disposition of this Action, the confidentiality obligations imposed by this Order 
shall remain in effect until each Party has returned or destroyed all Protected Material in 
accordance with Section 13 of this Order, unless a Designating Party agrees otherwise in writing 
or a court order otherwise directs.  Final disposition shall be deemed to be the later of (1) execution 
of a final settlement among the Parties covering all claims and defenses in this Action; and (2) a 
final judgment of the Court, including, if applicable, the conclusion of any appeals therefrom. 
4. 
DESIGNATING PROTECTED MATERIAL 
4.1. 
Exercise of Restraint and Care in Designating Material for Protection.  Each Party 
or Non-Party that designates information or items for protection under this Order must make good 
faith efforts to limit any such designation to specific material that qualifies under the appropriate 
standards. 
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If it comes to a Designating Party’s attention that information, documents, or items that it 
designated for protection do not qualify for protection, then such Designating Party must promptly 
notify all other Parties that it is withdrawing the designation. 
4.2. 
Manner and Timing of Designations.  Any Party may designate as 
“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” any Disclosure or Discovery Material, 
including without limitation Disclosure or Discovery Material produced by the Designating Party, 
another Party, or a Non-Party.  Except as otherwise provided in this Order, or as otherwise 
stipulated or ordered, Disclosure or Discovery Material that qualifies for protection under this 
Order must be clearly so designated before the material is disclosed or produced. 
Designation in conformity with this Order requires:  
a. 
for information in documentary form (e.g., paper or electronic documents, but 
excluding transcripts of depositions or other pretrial or trial proceedings), that the Producing Party 
affix the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” to each page that contains 
Protected Material.  For Protected Material that is produced in native electronic format, the 
designated legend must be included in the file name and on any slipsheets when produced.  
b. 
for testimony given in deposition or in other proceedings, that the Designating Party 
(1) identify on the record, before the close of the deposition, hearing, or other proceeding, all 
protected testimony; or (2) identify all protected testimony within sixty (60) days of receiving a 
transcript of such testimony. 
c. 
for information produced in some form other than documentary and for any other 
tangible items, that the Producing Party affix the legend “CONFIDENTIAL” or “HIGHLY 
CONFIDENTIAL” in a prominent place on the exterior of the container or containers in which the 
information or item is produced.  If only a portion or portions of the information or item warrant 
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protection, the Producing Party, to the extent practicable, shall identify the protected portion(s). 
4.3. 
Inadvertent Failures to Designate.  Inadvertent failure to designate qualified 
information, documents, or items does not waive the Designating Party’s right to secure protection 
under this Order for such material and may be corrected promptly upon discovery of such failure.  
Upon correction of a designation, the Receiving Party must make reasonable efforts to ensure that 
the material is treated in accordance with the provisions of this Order. 
5. 
CHALLENGING CONFIDENTIALITY DESIGNATIONS 
5.1. 
Timing of Challenges.  Any Party may challenge a designation of confidentiality at 
any time. 
5.2. 
Procedure for Challenges.  A Challenging Party may challenge a designation of 
confidentiality by providing written notice to the Designating Party and all other Parties identifying 
each designation it is challenging and describing the basis for each challenge.  To avoid ambiguity 
as to whether a challenge has been made, the written notice must recite that the challenge to 
confidentiality is being made in accordance with Section 5 of the Order.   
5.3. 
Meet-and-Confer Requirement.  Before seeking Court intervention to resolve a 
dispute over a designation of confidentiality, the Challenging Party and the relevant Designating 
Party shall first meet and confer in a good faith attempt to resolve the dispute.   
5.4. 
Court Intervention.  If the Challenging Party and the relevant Designating Party 
cannot resolve a challenge through the meet-and-confer process in Section 5.3, or the Designating 
Party is unwilling to participate in the meet-and-confer process in good faith and in a timely 
manner, the Challenging Party may seek Court intervention to resolve the dispute. 
6. 
ACCESS TO AND USE OF PROTECTED MATERIAL 
6.1. 
Basic Principles.  A Receiving Party may use Disclosure or Discovery Material that 
is disclosed or produced by another Party or by a Non-Party in connection with this Action (1) for 
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prosecuting, defending, or attempting to settle the claims asserted in this Action; or (2) in a Related 
Action in accordance with the procedure set forth in Section 8.  Such Disclosure or Discovery 
Material may be disclosed only in accordance with this Order. 
Protected Material must be stored and maintained by a Receiving Party at a location and in 
a secure manner that ensures that access is limited to the persons authorized under this Order. 
6.2. 
Disclosure of Protected Material.  Unless otherwise ordered by the Court or 
permitted in writing by the Designating Party, a Receiving Party may disclose Protected Material 
only to: 
a. 
the Receiving Party’s Counsel, as well as to employees of such Counsel to whom 
it is reasonably necessary to disclose the information for prosecuting, defending, or attempting to 
settle the claims asserted in this Action (or a Related Action in accordance with the procedure set 
forth in Section 8), unless such Protected Material is designated as “HIGHLY CONFIDENTIAL,” 
in which case a Receiving Party may disclose such Protected Material to only Outside Counsel of 
Record (or counsel of record in a Related Action in accordance with the procedure set forth in 
Section 8), as well as to employees of such Counsel of Record to whom it is reasonably necessary 
to disclose the information for prosecuting, defending, or attempting to settle the claims asserted 
in this Action (or a Related Action in accordance with the procedure set forth in Section 8); 
b. 
provided that the individuals herein listed are aware of this Order, the officers, 
directors, owners, and employees of the Receiving Party to whom disclosure is reasonably 
necessary for purposes of prosecuting, defending, or attempting to settle the claims asserted in this 
Action (or a Related Action in accordance with the procedure set forth in Section 8), unless such 
Protected Material is designated as “HIGHLY CONFIDENTIAL,” in which case a Receiving 
Party shall not disclose such Protected Material to any person identified in this subsection b; 
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c. 
the Court and its personnel in this Action (or a Related Action in accordance with 
the procedure set forth in Section 8), provided that the Protected Materials are filed or disclosed 
under seal in any public filing in the first instance and with protection from the viewing public; 
d. 
provided that they shall agree not to disclose Protected Material to those individuals 
listed in Section 6.2(b) of this Order and that they shall sign the “Acknowledgment and Agreement 
to Be Bound” (Exhibit A), court reporters retained by a Party or the Parties in connection with this 
Action (or a Related Action in accordance with the procedure set forth in Section 8), as well as 
their staff; 
e. 
provided that they shall agree not to disclose Protected Material to those individuals 
listed in Section 6.2(b) of this Order and that they shall sign the “Acknowledgment and Agreement 
to Be Bound” (Exhibit A), Professional Vendors to whom disclosure is reasonably necessary for 
purposes of prosecuting, defending, or attempting to settle the claims asserted in this Action (or a 
Related Action in accordance with the procedure set forth in Section 8); 
f. 
provided that they shall agree not to disclose Protected Material to those individuals 
listed in Section 6.2(b) of this Order and that they shall sign the “Acknowledgment and Agreement 
to Be Bound” (Exhibit A), expert witnesses or consultants (and their respective staff members to 
whom disclosure is reasonably necessary to perform the expert’s or consultant’s engagement) and 
have been retained by any Party or any Party’s Counsel to furnish technical or expert services in 
connection with this Action (or any Related Actions in accordance with the procedure set forth in 
Section 8), or to give testimony in this Action (or any Related Actions in accordance with the 
procedure set forth in Section 8);  
g. 
provided that they shall agree not to disclose Protected Material to those individuals 
listed in Section 6.2(b) of this Order and that they shall sign the “Acknowledgment and Agreement 
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to Be Bound” (Exhibit A), during their depositions, witnesses in this Action (or a Related Action 
in accordance with the procedure set forth in Section 8) to whom disclosure is reasonably 
necessary, unless otherwise agreed by the Designating Party or ordered by the Court; and 
h. 
the author or recipient of a document containing the information or a custodian or 
other person who otherwise possessed or knew the information. 
h. 
Notwithstanding anything to the contrary in this Order, the Parties agree that the 
Reserve Bank may share any Protected Material with the Federal Reserve Bank of Minneapolis or 
the Board of Governors of the Federal Reserve System, and such sharing shall not waive any 
applicable evidentiary privileges, immunities, doctrines, or protections by any Party. 
7. 
PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 
OTHER LITIGATION 
If a Receiving Party is served with a discovery request, subpoena, or order issued in other 
litigation, or receives some other form of legal process or request from any court, governmental 
body or agency, legislative body, self-regulatory organization, or other person or entity purporting 
to have authority to require the production thereof, that seeks disclosure of any Protected Material, 
to the extent permitted by law and applicable rules, the Receiving Party must: 
a. 
notify the Designating Party in writing (by electronic mail, if possible) as soon as 
reasonably practicable and, in any event, no later than five (5) business days after receipt, unless 
production is required earlier than ten (10) business after receipt, in which case the notice must be 
made in time for the Designating Party to take steps as set forth below.  Such notification shall 
include a copy of the request, subpoena, order, or other process, and identify the Protected Material 
sought by the request, subpoena, court order, or other form of process; 
b. 
promptly notify in writing the entity or individual that caused the request, subpoena, 
order, or other form of process to issue that some or all of the material covered by the request, 
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subpoena, order, or other form of process is subject to this Order.  Such notification shall include 
a copy of this Order; 
c. 
to the extent consistent with the rules and requirements of any relevant 
governmental agency or contrary to an order of a court of a competent jurisdiction or other 
supervisory authority, not produce the requested Protected Material unless and until a court of 
competent jurisdiction so directs, except if the Designating Party (1) consents, or (2) fails to file a 
motion to quash or fails to notify the Receiving Party of its intention to contest the production of 
the Protected Material prior to the date designated for production of the Protected Material, in 
which event the Receiving Party may produce the Protected Material on the production date, but 
no earlier.  In connection with any production of Protected Material subject to this Order, the 
Receiving Party shall request confidential treatment for the Protected Material; and 
d. 
provide the Designating Party with a reasonable opportunity to object or otherwise 
limit or protect from disclosure its Protected Material.  
The purpose of imposing these duties is, to the extent consistent with the rules and 
requirements of any relevant governmental agency, or otherwise permitted by law, to alert the 
interested parties to the existence of this Order and to afford the Designating Party an opportunity 
to try to protect its confidentiality interest in the matter or proceeding in connection with which 
the request, subpoena, order, or other form of process is issued.  The Designating Party shall bear 
the burdens and the expenses of seeking protection in that matter or proceeding of its Protected 
Material.  Nothing in these provisions should be construed as authorizing, requiring, or 
encouraging a Receiving Party to disobey, or to risk contempt of, a lawful directive from another 
court or a governmental agency. 
In the event that Protected Material is produced to a Non-Party in response to a request, 
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subpoena, order, or some other form of process, such Discovery Material shall continue to be 
treated in this Action in accordance with any designation as Protected Material. 
8. 
USE OF PROTECTED MATERIAL IN RELATED ACTIONS 
8.1. 
Notice.  A Notifying Party must notify the Designating Party in writing before using 
Protected Material in a Related Action.  Such notice may be provided by email and must identify 
the Protected Material with reasonable specificity (e.g., Bates number, transcript page, etc.).  The 
written notice must recite that it is being made in accordance with this Section 8 of the Order. 
8.2. 
Procedure for Objections.  The Designating Party may object to the use of such 
Protected Material in a Related Action by providing a written objection to the Notifying Party and 
all other Parties within five (5) business days of receiving notice pursuant to Section 8.1 of this 
Order (which deadline may be extended by written agreement of the Designating and Notifying 
Parties).  Written objections must identify the Protected Material to which the Designating Party 
is objecting and describe the basis for each objection.  To avoid ambiguity as to whether an 
objection has been made, the written objection must recite that it is being made in accordance with 
this Section 8 of the Order.  If the Designating Party does not provide a written objection within 
five (5) business days of receiving notice (or such later time as may have been agreed pursuant 
hereto), its objection shall be deemed waived.  
8.3. 
Meet-and-Confer Requirement.  Before seeking Court intervention to resolve a 
dispute over using Protected Material in a Related Action, the Notifying Party and the relevant 
Designating Party shall first meet and confer in a good faith attempt to resolve the dispute.  The 
Parties must meet and confer within five (5) business days of receiving written objections (which 
deadline may be extended by written agreement of the Designating and Notifying Parties).  If the 
Designating Party does not meet and confer within five (5) business days of providing objections 
(or such later time as may have been agreed pursuant hereto), its objections shall be deemed 
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waived. 
8.4. 
Court Intervention.  If the Notifying Party and the relevant Designating Party 
cannot resolve objections through the meet-and-confer process in Section 8.3, the Notifying Party 
may seek intervention from the Court presiding over the Action to resolve the dispute. 
9. 
A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN 
THIS LITIGATION 
9.1. 
The terms of this Order are applicable to information produced by a Non-Party in 
this Action and designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL.”  Such 
information produced by Non-Parties in connection with this Action is protected by the remedies 
and relief provided by this Order.  Nothing in these provisions should be construed as prohibiting 
a Non-Party from seeking additional protections. 
10. 
UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 
If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected 
Material to any person or in any circumstance not authorized under this Order, the Receiving Party 
must immediately (1) notify in writing the Designating Party of the unauthorized disclosures, 
(2) use reasonable efforts to retrieve all unauthorized copies of the Protected Material as soon as 
practicable, (3) inform the person or persons to whom unauthorized disclosures were made of all 
the terms of this Order, and (4) request such person or persons to execute the “Acknowledgment 
and Agreement to Be Bound” that is attached hereto as Exhibit A. 
11. 
CLAWBACK OF PRIVILEGED OR OTHERWISE PROTECTED MATERIAL 
11.1. If a Producing Party claims that it has inadvertently produced Discovery Material 
that is subject to a claim of privilege or protection, including without limitation attorney-client 
privilege and work-product protection, pursuant to Fed. R. Evid. 502(d), such disclosure shall not 
constitute or be deemed a waiver or forfeiture of any claim of any claim of privilege or protection 
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with respect to such Discovery Material or its subject matter in this Action or in any other 
proceeding. 
11.2. In order to claw back Discovery Material that is subject to a claim of privilege or 
other protection that was produced inadvertently, the Producing Party must provide notice in 
writing to the Receiving Party specifying the production number of the Discovery Material it 
wishes to claw back. 
Upon notice that a Producing Party wishes to claw back Discovery Material that is subject 
to a claim of privilege or other protection, the Receiving Party shall (1) promptly undertake 
commercially reasonable efforts to return to the Producing Party such Discovery Material and 
destroy all summaries or copies of such Discovery Material, (2) provide notice in writing that the 
Receiving Party has undertaken reasonable efforts to return and destroy such Discovery Material, 
and (3) not use such Discovery Material for any purpose until further order of the Court.  In all 
events, such return, destruction, and certification must occur within ten (10) business days of 
receipt of the request.  Within ten (10) business days of the notification that the Receiving Party 
has undertaken reasonable efforts to return or destroy the Discovery Material that is subject to a 
claim of privilege or other protection, the Producing Party shall produce a privilege log stating the 
basis of the claim that such Discovery Material is privileged or otherwise protected in compliance 
with the requirements set forth in Fed. R. Civ. P. 26(b)(5).  If the Receiving Party seeks to 
challenge the assertion of privilege or other protection over such Discovery Material, it must raise 
any such challenge to the Court within fifteen (15) business days of receiving a privilege log, or 
within such additional time as allowed by the Court.   
11.3. If, during a deposition, a Party claims that a document being used in the deposition 
(e.g., marked as an exhibit, shown to the witness, or made the subject of examination) contains 
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information that is subject to a claim of privilege or other protection, the Party may at its sole 
election (1) allow the document to be used during the deposition without waiver of its claim of 
privilege or personal protection, or (2) instruct the witness not to answer questions concerning the 
portions of the document containing information that is subject to a claim of privilege or other 
protection pending a prompt resolution of any disagreement concerning whether the document 
constitutes or contains privileged or otherwise protected material.  If the Party allows the 
examination concerning the document to proceed on a non-waiver basis, the Parties shall return or 
destroy all copies of the document subject to a claim of privilege or other protection pursuant to 
Section 11.1.  Immediately following the deposition, the Parties will commence the procedures set 
forth in Section 11.1 to address the claim of privilege or other protection and any related disputes.  
Until any such disputes are resolved, all Parties that have access to the transcript of such deposition 
shall treat the relevant portion(s) of the transcript as privileged or otherwise protected. 
12. 
MISCELLANEOUS 
12.1. Right to Further Relief.  Nothing in this Order abridges the right of any person to 
seek its modification by the Court in the future. 
12.2. Right to Assert Other Objections.  By stipulating to the entry of this Order, no Party 
waives any right it otherwise would have to object to disclosing or producing any information or 
item on any ground not addressed in this Order.  Similarly, no Party waives any right to object on 
any ground to use in evidence of any of the material covered by this Order. 
13. 
FINAL DISPOSITION 
Within 60 days after the final disposition of this Action, as defined in Section 3, each 
Receiving Party must return all Protected Material to the Producing Party or provide a certification 
that they have destroyed such material.  As used in this Section, “all Protected Material” includes 
without limitation all copies, abstracts, compilations, summaries, and any other format reproducing 
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or capturing any of the Protected Material.  Whether the Protected Material is returned or 
destroyed, the Receiving Party must submit a written certification to the Producing Party (and, if 
not the same person or entity, to the Designating Party) by the 60-day deadline that affirms that 
(1) all Protected Material was returned or destroyed, and (2)  the Receiving Party has not retained 
any copies, abstracts, compilations, summaries or any other format reproducing or capturing any 
of the Protected Material.  Notwithstanding this provision, Counsel are entitled to retain an archival 
copy of all pleadings, motion papers, trial, and hearing transcripts, legal memoranda, 
correspondence, trial exhibits, expert reports, attorney work product, and consultant and expert 
work product, even if such materials contain Protected Material.  Any such archival copies that 
contain or constitute Protected Material remain subject to this Protective Order as set forth in 
Section 3.  The Court shall retain jurisdiction to enforce the terms of this Order.  
 
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IT IS SO STIPULATED AND AGREED. 
 
Dated: October 4, 2024 
 
MCCONNELL VALDÉS LLC 
 
By: /s/____________________ 
Alejandro J. Cepeda Diaz 
USDC-PR 222110 
McConnell Valdés LLC 
270 Muñoz Rivera Ave. 
Hato Rey PR 00918 
(787) 250-5637 
ajc@mcvpr.com 
 
WILLKIE FARR & GALLAGHER 
LLP 
 
Alexander L. Cheney (admitted pro 
hac vice) 
333 Bush Street 
San Francisco, CA 94104 
(415) 858-7400 
acheney@willkie.com 
 
Stuart R. Lombardi (admitted pro 
hac vice) 
787 Seventh Avenue 
New York, NY 10019 
(212) 728-8882 
slombardi@willkie.com 
 
Joshua S. Levy (admitted pro hac 
vice) 
1875 K Street, N.W. 
Washington, D.C. 20006 
(202) 303-1000 
jlevy@willkie.com 
 
Counsel for Plaintiff and Defendant 
in Intervention Oto Analytics, LLC  
 
 
 
 
 
 
 
FERRAIUOLI LLC 
 
By: /s/_______________ 
Roberto A. Cámara 
Fuertes 
USDC-PR 219002 
Jaime A. Torrens-Davila 
Monica Del Pilar 
Ramos-Benitez 
Ferraiuoli LLC 
PO Box 195168 
San Juan, PR 00919-5168 
(787) 766-7000 
(787) 766-7001 
rcamara@ferraiuoli.com 
jtorrens@ferraiuoli.com 
mramos@ferraiuoli.com 
 
KOZYAK TROPIN & 
THROCKMORTON 
 
Dwayne Robinson 
Michael R. Lorigas 
Rasheed K. Nader 
2525 Ponce de Leon 
Boulevard, 9th Fl. 
Miami, Florida 33134 
(305) 372-1800 
jpiedra@kttlaw.com 
drobinson@kttlaw.com 
mlorigas@kttlaw.com 
rnader@kttlaw.com 
 
Counsel for Defendants 
and Defendants in 
Intervention Benworth 
Capital Partners LLC 
and Bernardo Navarro 
 
 
 
 
 
 
Case 3:23-cv-01034-GMM     Document 172-1     Filed 10/04/24     Page 18 of 20

 
-18- 
 
O’NEILL & BORGES LLC 
 
By: /s/____________________ 
Antonio L. Roig Lorenzo 
USDC-PR No. 207712 
Salvador J. Antonetti Stutts 
USDC-PR No. 215002 
Ubaldo M. Fernández Barrera 
USDC-PR No. 224807 
Aníbal A. Román Medina 
USDC-PR No. 308410 
250 Muñoz Rivera Ave., Ste. 800 
San Juan, PR 00918-1813 
(787) 764-8181 
antonio.roig@oneillborges.com 
salvador.antonetti@oneillborges.com 
ubaldo.fernandez@oneillborges.com 
anibal.roman@oneillborges.com 
 
CLEARY GOTTLIEB STEEN & 
HAMILTON LLP 
 
Lisa M. Schweitzer (admitted pro hac 
vice) 
Thomas S. Kessler (admitted pro hac 
vice) 
One Liberty Plaza 
New York, New York 10006 
(212) 225-2000 
lschweitzer@cgsh.com 
tkessler@cgsh.com 
 
Counsel for the Plaintiff in 
Intervention Federal Reserve Bank 
of San Francisco 
 
CASELLAS ALCOVER & 
BURGOS, P.S.C. 
 
By: /s/_______________ 
Carla S. Loubriel 
USDC-PR 227509 
Ricardo F. Casellas 
208 Ponce de Leon Ave. 
Popular Center Bldg. 
Suite 1400 
Hato Rey, PR 00918 
(787) 756-1400 
cloubriel@cabprlaw.com 
rcasellas@cabprlaw.com 
 
Counsel for Defendants 
and Defendants in 
Intervention Benworth 
Capital Partners PR LLC 
and Claudia Navarro 
 
 
 
 
 
 
 
 
 
 
Case 3:23-cv-01034-GMM     Document 172-1     Filed 10/04/24     Page 19 of 20

 
-19- 
 
EXHIBIT A 
JOINDER TO STIPULATED CONFIDENTIALITY AGREEMENT AND 
PROTECTIVE ORDER 
Reference is made to that certain Stipulated Confidentiality Agreement and Protective Order (the 
“Protective Order”), entered into the above-entitled action (the “Action”) on _____________.  
All capitalized terms used but not defined herein shall have the meanings ascribed to them in the 
Protective Order. 
The undersigned (the “Joinder Party”) hereby: 
1. 
acknowledges that it has received and reviewed a copy of the Protective Order, and 
agrees to be bound by the terms and conditions of the Protective Order; and 
2. 
acknowledges and agrees that the Joinder Party is entitled to receive Designated 
Material solely for the purposes of the Action; and further certifies that it will not 
use the Designated Material for any purpose other than in connection with the 
Action, and will not disclose or cause Designated Material to be disclosed to anyone 
not expressly permitted by the Protective Order to receive Designated Material. 
The undersigned hereby submits to the jurisdiction of this Court for the purpose of enforcement of 
the Protective Order in this Action.    
This Joinder and all obligations hereunder shall terminate in parallel with the Protective Order. 
By: 
 
 
 
 
Name: __________________ 
Title: ___________________ 
Case 3:23-cv-01034-GMM     Document 172-1     Filed 10/04/24     Page 20 of 20

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