Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 1 of 13

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, ex rel. FLOYD LANDIS, Plaintiffs, v. TAILWIND SPORTS CORP.; TAILWIND SPORTS, LLC; LANCE ARMSTRONG; and JOHAN BRUYNEEL; THOMAS W. WEISEL; CAPITALS SPORTS & ENTERTAINMENT HOLDINGS, INC.; WILLIAM J. STAPLETON; BART B. KNAGGS; ROSS INVESTMENTS, INC. Defendants. [PROPOSED] PROTECTIVE ORDER The parties having agreed to the following terms of a protective order, and the Court having found that good cause exists for issuance of such an order, it is therefore hereby ORDERED THAT: The parties to this action, their representatives, agents and consultants, shall adhere to the following terms: 1. Any party or non-party may designate as confidential any document or any portion of a document, response to discovery, or deposition transcript that the party or non-party (Designating Party) considers in good faith to consist of: (a) previously non-disclosed financial information (including without limitation profitability reports or estimates, percentage fees, design fees, royalty rates, minimum guarantee payments, sales reports and sale margins); ' (b) previously non-disclosed information relating to ownership or control of any nonpublic company; or Civil Action No. 10cv0976 (RLW)

1
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 2 of 13

(c) previously non-disclosed business plans, product development information, or marketing plans of any company [that reveal a trade secret], 1 or

(d) [defendants proposal - information in which any individual has a personal privacy interest, including medical, marital, familial, sexual, financial, personallyidentifying, and personnel information, as well as email addresses, telephone numbers, home addresses, and social security numbers;] OR (d) [United States proposal - financial information (not including information regarding payments related to the use of banned substances or methods by any athlete), medical information (not including information regarding the use of, or the results of tests to determine the use of, banned substances or methods by any athlete), social security numbers, phone numbers, home addresses, and any personal information that is protected from disclosure by statute or regulation;]

(e) previously non-disclosed information that any party has contractually agreed [with a nonparty] to keep confidential; 2 (f) previously non-disclosed business plans, product development information, or marketing plans of any individual or company that reveal a trade secret, or other confidential research, development, or financial information that is commercially sensitive, or (g) [any other information that is otherwise is entitled to protection under Fed. R. Civ. P. 26(c)]. 3
1

The Tailwind Defendants, Lance Armstrong and Johan Bruyneel do not consent to the inclusion of the phrase that reveal a trade secret. 2 Lance Armstrong, Tailwind Defendants and Johan Bruyneel do not consent to inclusion of the phrase with a non-party. 3 The United States and relator do not consent to the inclusion of paragraph (g). 2
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 3 of 13

This Order will refer to any information so designated as Confidential Material. 2. Persons subject to this Order shall not intentionally disclose Confidential Material to any person, except as expressly permitted by this Order or as may be required by law. Such persons shall also take due precaution to avoid the inadvertent disclosure of Confidential Material. 3. A Designating Party may designate information as Confidential Material by

clearly marking the particular information Confidential Material and by placing a legend on the first page of the document, as well as on the page(s) on which the Confidential Material appears, that reads Contains Confidential Information. The markings must not interfere with legibility or audibility. 4. The protections conferred by this Stipulation and Order do not cover the

following information: (a) 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 [or any other obligation of confidentiality], 4 including becoming part of the public record through trial or otherwise; and (b) any information known to the Receiving Party prior to the disclosure or 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]. 5 Each Party or Non-Party that designates information or items for protection under this Order must take care to limit any such designation to specific material that qualifies under the appropriate standards. The Designating Party must designate for protection only those parts of material, documents, items, or oral or written communications that qualify so that other portions of the material, documents, items, or communications for which protection is not

The United States and relator do not consent to the inclusion of the phrase or any other obligation of confidentiality. 5 The defendants do not consent to the inclusion of the phrase to the Designating Party.

3
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 4 of 13

warranted are not unjustifiably included within the ambit of this Order. If it comes to a Designating Partys attention that information or items that it designated for protection do not qualify for protection, the Designating Party must promptly notify all other Parties that it is withdrawing the mistaken designation. 5. If, after producing a requested document, a Designating Party wishes to designate some additional portion of that document as Confidential Material, the Designating Party may do so by (i) informing all parties in writing, and (ii) providing all parties with a new copy of the document which identifies all Confidential Material in the manner described in paragraph 4. 6. Persons subject to this Order may disclose Confidential Material to the following: (a) the parties to this action; (b) counsel to a party to this action, or any employee, staff, or document review attorneys retained by such counsel or party, who is assisting in this matter; (c) as to any document, its author, its addressee, and any other person indicated on the face of the document as having received a copy; (d) any actual or potential witness, provided that no witness (or his or her counsel) shall be permitted to retain a copy of any Confidential Material; (e) any person retained by a party to provide specialized advice in connection with this action, including any expert witness or consultant, provided such person has first executed a Non-Disclosure Agreement in the form annexed as Exhibit 1 hereto; (f) any independent contractor retained by counsel or a party to assist or provide services in connection with this action, provided such person has first executed a NonDisclosure Agreement in the form annexed as Exhibit 1 hereto; (g) stenographers engaged to transcribe depositions conducted in this action; and (h) the court in any litigation between the parties to this action.

4
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 5 of 13

7. Notwithstanding any other provision of this Order, the Department of Justice may disclose to any agency or department of the United States, or any division of any such agency or department, Confidential Material relating to any potential violation of law or regulation, or relating to any matter within that agency's jurisdiction, and the agency may use such Confidential Material in any proceeding relating to any potential violation of law or regulation, or relating to any matter within that agency's jurisdiction, subject to the terms of this Order; 8. Notwithstanding any other provision of this Order, the Department of Justice may provide Confidential Material to the Congress pursuant to a Congressional request. The Department of Justice shall notify the Congressional entity requesting the documents that the Confidential Material has been produced pursuant to this Order and shall, if there are no objections interposed by the Congressional entity requesting the Confidential Material, use reasonable efforts to notify the Designating Party of the Congressional entitys request and the Department of Justices response thereto. 9. Either party may use or disclose Confidential Material in connection with any litigation subject to the terms of this Order. 10. If any party objects to any designation of material as Confidential Material, it may serve upon all counsel in the case a written notice stating the grounds for the objection. If the Designating Party and the objecting party are unable to agree as to the appropriateness of the claim of confidentiality within seven days of the objecting partys notice, the objecting party may move for an Order regarding the appropriate confidentiality designation. The Designating Party shall then have ten (10) days from the filing of a motion contesting the designation or restriction on access to file an opposition to such motion, following which the objecting party shall be afforded five (5) days to file a reply memorandum. The Confidential status of the challenged material shall be maintained until the Court shall rule on the motion. While the objecting party must initiate the motion before the Court, it is the burden of the party

5
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 6 of 13

seeking protection under this Order, i.e., the Designating Party, to demonstrate that the designation as Confidential Material is appropriate. A challenge under this paragraph shall not affect a partys right of access to Confidential Material or to disclose information as provided for in this Order. A party does not waive its right to challenge a confidentiality designation by not electing to mount a challenge promptly after the original designation is made. 11. If any party seeks to disclose Confidential Material to any court pursuant to paragraph 6(h) above, the document containing such Confidential Material shall be filed under seal with the clerk of the court in which the action is pending and, if only a portion of the document has been designated as Confidential Material, then a copy of the document with the Confidential Material redacted shall be publicly filed with the clerk of such court. Any such material shall be kept under seal until further order of the Court in which the action is pending. The parties will use their best efforts to minimize such sealing. 12. This Order shall survive the termination of the litigation. Following the final disposition of this action, all Confidential Material and copies thereof shall be returned to the Designating Party, or, upon the Designating Partys permission, destroyed. The United States may, however, retain documents, files or other information sufficient to support its decision as to whether to bring any action against Defendants and any other information, including Confidential Material, which may be required for the United States to fulfill its statutory and regulatory record retention obligations. 13. Nothing contained in this Order or any designation of confidentiality hereunder, or any failure to make such designation, shall be used or characterized by any party as an admission by a party or a party opponent. Nothing in this Order shall be deemed an admission that any particular information designated as Confidential Material is entitled to protection under the Order, Fed. R. Civ. P. 26(c), or any other law. Nothing in this Order shall be construed as

6
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 7 of 13

granting any person or entity a right to receive specific Confidential Material where a court has entered an order precluding that person or entity from obtaining access to that information. Similarly, no Party waives any right to object on any ground to the introduction or use as evidence of any of the material covered by this Order. Furthermore, the parties specifically reserve the right to apply to the Court for a further protective order or in camera inspection relating to any protected information or discovery material, and the right to seek a modification of this Order. 14. This Court shall retain jurisdiction over all persons subject to this Order to the extent necessary to enforce any obligations arising hereunder or to impose sanctions for any contempt thereof. SO STIPULATED AND AGREED .

/ / / / / /

7
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 8 of 13

8
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 9 of 13

Dated: January 13, 2014 /s/ Sharif E. Jacob . JOHN KEKER (pro hac vice) ELLIOT R. PETERS (pro hac vice) R. JAMES SLAUGHTER (pro hac vice) SHARIF E. JACOB (pro hac vice) TIA SHERRINGHAM (pro hac vice) KEKER & VAN NEST LLP 633 Battery Street San Francisco, CA 94111-1809 Tel: 415 391 5400 Fax: 415 397 7188

STUART DELERY Assistant Attorney General RONALD C. MACHEN JR. (D.C. Bar #447889) DANIEL F. VAN HORN (D.C. Bar #924092)

ROBERT D. LUSKIN (D.C. Bar # 293621) BENJAMIN D. WOOD (D.C. Bar # 478799) PATTON BOGGS LLP 2550 M Street, NW Washington, DC 20037 Tel: (202) 457-6000 Fax: (202) 457-6315 Attorneys for Defendant LANCE ARMSTRONG

/s/ Darrell C. Valdez . DARRELL C. VALDEZ (D.C. Bar #420232) MERCEDEH MOMENI Assistant United States Attorneys Judiciary Center Building 555 4th St., N.W., Civil Division Washington, D.C. 20530 Tel: (202) 307-2843 or (202) 307-0821

/s/ Blair G. Brown . BLAIR G. BROWN (D.C. Bar #372609) RACHEL COTTON (D.C. Bar #997132) Zuckerman Spaeder LLP 1800 M Street, N.W., Suite 1000 Washington, DC 20036-5807 Tel: (202) 778-1829 Attorneys for Defendant TAILWIND SPORTS CORPORATION AND TAILWIND SPORTS, LLC

/s/ Robert E. Chandler . MICHAEL GRANSTON ROBERT E. C HANDLER DAVID M. FINKELSTEIN Attorneys, Department of Justice Civil Division Post Office Box 261 Ben Franklin Station Washington, D.C. 20044 Tel: (202) 514-4678 Fax: (202) 514-0280 Attorneys for Plaintiff UNITED STATES OF AMERICA

9
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 10 of 13

____________________________ ROBERT A. SACKS (D.C. Bar #MI0069) BRENDAN CULLEN (pro hac vice) CHRISTOPHER M. VIAPIANO (D.C. Bar #500771) Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 Tel: (310) 712-6600 Attorney for Defendant THOMAS W. WEISEL

/s/ Paul D. Scott . PAUL D. SCOTT (pro hac vice) Law Offices of Paul D. Scott, P.C. Pier 9, Suite 100 San Francisco, CA 94111 Tel: (415) 981-1212 Attorney for Relator FLOYD LANDIS

/s/ Marc S. Harris . MARC S. HARRIS (pro hac vice) Scheper Kim & Harris LLP One Bunker Hill 601 West Fifth Street, 12th Floor Los Angeles, CA 90071 Tel: (213) 613-4655 Attorneys for Defendants CAPITAL SPORTS & ENTERTAINMENT HOLDINGS, INC., BARTON B. KNAGGS AND WILLIAM J. STAPLETON

/s/ Thomas Zeno . THOMAS ZENO (D.C. Bar #348623) REBECCA A. WORTHINGTON (D.C. Bar #995823) Squire Sanders (US) LLP 1200 19th Street, N.W., Suite 300 Washington, DC 20036 Tel: (202) 626-6213 Attorney for Defendant JOHAN BRUYNEEL

10
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 11 of 13

SO ORDERED.

Dated:

__________________________________ HON. ROBERT E. WILKINS United States District Court Judge

11
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 12 of 13

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, ex rel. FLOYD LANDIS, Civil Action No. 10-00976 (RLW) Plaintiffs, v. TAILWIND SPORTS CORP.; TAILWIND SPORTS, LLC; LANCE ARMSTRONG; and JOHAN BRUYNEEL; THOMAS W. WEISEL; CAPITALS SPORTS & ENTERTAINMENT HOLDINGS, INC.; WILLIAM J. STAPLETON; BART B. KNAGGS; ROSS INVESTMENTS, INC. Defendants.

EXHIBIT 1 NON-DISCLOSURE AGREEMENT I, _______________________________, declare and state that: I have received and carefully read the Protective Order in the above-captioned case. I certify that I understand the terms of that Protective Order, recognize that I am bound by the terms of that order, and agree to comply with those terms. Further, I understand that unauthorized disclosure of any Confidential Material, or its substance, may constitute contempt of this Court and may subject me to sanctions or other remedies that may be imposed by the Court and to potential liability in a civil action for damages by the disclosing party. I submit myself to the jurisdiction of the United States District Court for the District of Columbia for the purpose of resolving any issue or dispute arising hereunder.

1
798875.01

Case 1:10-cv-00976-RLW Document 147-2 Filed 01/14/14 Page 13 of 13

Pursuant to 21 U.S.C. 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Executed On: _________________

______________________________________ Signature

Printed Name

Address [______________________________________ Employer

Occupation

Employers Address] 6

The United States and relator do not consent to the requirement to disclose the signatorys employer, occupation, and employment address.

2
798875.01