Case 1:13-cv-01861-JEJ Document 83 Filed 12/16/13 Page 1 of 10

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA WHITEWOOD, et al., Plaintiffs, v. WOLF, et al., Defendants. STIPULATION AND [PROPOSED] ORDER GOVERNING THE PRODUCTION AND EXCHANGE OF CONFIDENTIAL INFORMATION Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, the parties in the above-referenced action (the Litigation) stipulate to the following Protective Order (Protective Order) limiting the disclosure and use of certain discovered information as hereinafter provided: Definitions 1. All words or phrases shall have their ordinary dictionary definition, unless defined below. 2. Confidential Information means information in written, oral, electronic, or any other form, whether it be a document, information contained in or derived from a document, information revealed during a deposition, or information revealed in responding to a discovery request, which a Party has designated as Confidential in accordance with this Protective Order, that (i) contains private or confidential personal or financial information about the producing Party or a non-party; (ii) contains other information otherwise unavailable to the public, the disclosure of which would cause the producing Party or a non-party harm, or is of a sensitive nature about the producing Party or a nonparty and is not generally made publicly available; or (iii) the producing Party otherwise believes in good faith to be entitled to protection under Rule 26(c)(1) of the Federal Rules of Civil Procedure. Civil Action No. 13-1861-JEJ

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Pursuant to Federal Rule of Civil Procedure 5.2(a), the full name of a minor Party, whether or not designated as such pursuant to paragraph 6, below, shall be treated as Confidential Information in connection with all filings made with the Court. 3. Counsel means exclusively the following: attorneys at Hangley Aronchick Segal Pudlin & Schiller; attorneys at ACLU Foundation of Pennsylvania; attorneys at American Civil Liberties Union; Seth F. Kreimer; attorneys at Lamb McErlane PC; attorneys at Pennsylvanias Office of General Counsel, Department of Health Office of Legal Counsel, and Department of Revenue Office of General Counsel; attorneys at Begley, Carlin & Mandio, LLP and Ballard Spahr LLP. Counsel as used herein does not include attorneys for amici curiae or other attorneys not described above who may enter their appearance in this matter for some other reason. If a Party substitutes its attorney(s), the Parties shall confer in good faith to amend this definition of Counsel accordingly. 4. Independent Expert and Independent Consultant mean a person who is not an employee, officer, or director of a Party and who is retained by a Party or a Partys Counsel for the purpose of assisting in this Litigation. 5. Party means a named party to the Litigation and any employees, officers, directors, and members of that named party who are involved in the conduct of this Litigation. Designation of Confidential Information 6. Designation of Tangible Material. Any Party to this Litigation or any non-party covered by this Order who seeks to designate any tangible material, including without limitation any document, thing, interrogatory answer, admission, pleading, or testimony, as Confidential Information shall mark the same with the following or similar legend: CONFIDENTIAL. 7. Designation of Intangible Material. Intangible material claimed to be or containing Confidential Information shall be designated by the producing Party as Confidential in a writing provided to the receiving Party at the time of production. 8. Subsequent Designation. Material produced in this Litigation that was not identified as Confidential Information when it was initially produced may within a reasonable time thereafter be designated as Confidential by the producing Party, or by the Party or Parties receiving the production, by providing written
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notice to Counsel for all Parties. Each Party that receives such written notice shall endeavor to retrieve any Confidential Information that may have been disseminated, shall affix a Confidential designation to it, and shall thereafter distribute it only as allowed by this Protective Order. No distribution prior to the receipt of such written notice shall be deemed a violation of this Protective Order. If any Party contests another Partys designation of Confidential Information, the procedures outlined in paragraph 12 shall apply. 9. Designation of Depositions. Depositions or portions thereof upon oral or written questions may be classified as Confidential Information by Counsel. A Party claiming that a deposition or any portion thereof is Confidential Information shall give notice of such claim to the other Parties either prior to or during the deposition, or within ten (10) days after receipt of the deposition transcript, and the testimony taken and the transcript, and any videotape, of such deposition or portion thereof shall be designated as Confidential. The entire deposition transcript shall be treated as Confidential until ten (10) days after receipt of the transcript. 10. Designation Not Determinative. The fact that a Party designates information or material as Confidential is not determinative of whether such information is, in fact, entitled to be deemed as such. Nothing contained in this Agreement shall be construed to override the non-disclosure protections of the Pennsylvania Criminal History Information Act, 18 Pa. C.S. 9101- 9183. 11. Documents Deemed Confidential. Notwithstanding the foregoing paragraphs, all information or records obtained by the Secretary of Health or the Secretary of Revenue pertaining to any of the plaintiffs in the above-captioned matter (the Plaintiff Information) shall be deemed Confidential Information whether or not so designated, unless the person to whom it pertains or their counsel state in writing that such Plaintiff Information shall not be treated as Confidential Information. All Plaintiff Information shall be kept strictly confidential and shall be used only in the above-captioned matter. Further, no Plaintiff Information shall be released or made public by the Secretary of Health or the Secretary of Revenue unless further disclosure is expressly permitted by an order of this Court or upon the written consent of the person to whom it pertains or their counsel. Plaintiff Information matter shall not be discoverable or admissible as evidence in any unrelated civil or administrative action or proceeding and such information shall be sealed by the Court upon conclusion of the proceedings in this matter. 12. Modification of Designation. The designation of Confidential Information by the producing Party may be modified or eliminated in any of three ways, as explained below, provided that the Parties must negotiate in good faith
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regarding any disputes over the designation of Confidential Information before presenting the dispute to the Court. (a) The originally producing Party may, on its own accord, eliminate the Confidential designation on any information or material produced by it. (b) The receiving Party may request in writing that the producing Party eliminate the Confidential designation on any information or material, and the producing Party may, but is not required to, accede to the receiving Partys request. (c) If the Parties cannot agree as to the designation of any particular information or material, the receiving Party may move the Court to eliminate the Confidential designation. The burden of proving that the information has been properly designated shall be on the Party who made the original designation. 13. No Preclusive Effect. Nothing in this Protective Order shall prevent a Party from using or disclosing its own Confidential Information to any person for any purposes whatsoever. Access to Protected Confidential Information 14. General Access. Except as otherwise expressly provided herein or ordered by the Court, Confidential Information may be revealed only to the following people: (a) To the Court and Court staff.

(b) To mediators, arbitrators or special masters attempting to assist in resolving or adjudicating all or any portion of this Litigation, provided that the mediator, arbitrator, or special master is appointed by the Court or all Parties agree in writing that the mediator, arbitrator, or special master may serve in that capacity. Before any Party may disclose Confidential Information to any mediator, arbitrator, or special master who was not appointed by order of the Court, such mediator, arbitrator, or special master must have signed and delivered to Counsel for each Party an agreement in the form of Exhibit A hereto. (c) To Counsel as defined in paragraph 3, above;

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(d) To secretaries, paralegals, and other staff employed in the offices of Counsel who are working on this Litigation. (e) To court reporters transcribing and/or recording a deposition, hearing, or other proceeding. (f) To witnesses at a deposition or at trial who had personal knowledge of or had access to the Confidential Information prior to testifying. (g) To Independent Experts and Independent Consultants retained by Counsel or a Party to assist in the preparation, settlement, or trial of the Litigation. A Party who proposes to reveal Confidential Information to any Independent Expert or Independent Consultant shall, before revealing any Confidential Information to such person, obtain an agreement in the form of Exhibit A hereto signed by such person, and provide such signed agreement to Counsel for all Parties. 15. Agreements to Provide Access. The Parties may agree in writing to permit access to Confidential Information to persons not otherwise granted access by the terms of this Protective Order. The writing must identify the particular person to whom the Confidential Information will be disclosed and specify, by Bates number or other precise document description, if possible, the Confidential Information to be disclosed. 16. Efforts by Non-Parties to Obtain Confidential Information. If any Party has obtained Confidential Information under the terms of this Protective Order and receives an informal request, formal request, subpoena, or other compulsory process seeking the production of such Confidential Information, such Party shall notify the producing Party or non-party no later than ten business days following receipt of such request or three business days before the production deadline, whichever is earlier, including in such notice the date set for the production of requested or subpoenaed information, so that the producing Party may object to production of such information or file a motion for a protective order or to quash a subpoena. A subpoenaed Party shall not produce any Confidential Information to any other person without the prior written consent of the producing Party or non-party unless in response to an order of a court of competent jurisdiction. The Parties will not object to the producing Party or non-party having a reasonable opportunity to appear in the litigation or process commanding disclosure of such Confidential Information for the sole purpose of seeking to prevent or restrict disclosure thereof.
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Use of Confidential Information 17. Use in this Litigation Only. Confidential Information may be used only for purposes of the Litigation, to enforce any Partys legal rights at issue in the Litigation, or for the purposes described in paragraph 14 herein. Confidential Information specifically shall not be used or referred to, directly or indirectly, (a) for any campaign, policy, or political purpose whatsoever, (b) for publicity, (c) to the press, (d) in any advertising, or (e) in any material disseminated to any person not authorized to receive such material under the terms hereof. 18. Use at Court Hearings and Trial. Subject to the applicable rules of evidence, Confidential Information may be offered into evidence at trial or at any hearing or oral argument, provided that the proponent of the evidence containing Confidential Information gives reasonable advance notice to the Court and to Counsel for the producing or designating Party of the intent to offer that Partys Confidential Information. Counsel for any Party may seek to exclude from a hearing or trial any person (other than the witness then testifying) who is not authorized to review Confidential Information under this Protective Order during any questioning that involves Confidential Information, upon motion to the Court in accordance with the Federal Rules of Civil Procedure or other applicable rules. Prior to doing so, however, the Party seeking to question a witness regarding Confidential Information shall seek agreement from the producing or designating Party regarding alternative procedures to protect the confidentiality of the Confidential Information, such as an agreement that neither the questioner nor the witness will verbalize the Confidential Information. The Parties agreement to the terms of this paragraph shall not constitute agreement that any exclusion from any hearing or trial may be appropriate in this proceeding. Other Provisions 19. Filing Under Seal. All requests to seal documents filed with the Court shall comply with Local Civil Rule 5.8. Only the specific portion(s) of motions, briefs, and other documents and the specific exhibit(s) that contain Confidential Information shall be the subject of requests for leave to file documents under seal; all other portions thereof shall be filed publicly. 20. Reasonable Precautions. Counsel for each Party shall take reasonable precautions to prevent unauthorized or inadvertent disclosure of any Confidential Information.

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21. Storage. Confidential Information subject to the terms of this Protective Order shall, when not in use, be stored in such a manner that persons not authorized to access Confidential Information will be unlikely to obtain access to Confidential Information. 22. Return/Destruction After Litigation. Within sixty (60) days after the final termination of the Litigation by judgment, appeal, settlement, or otherwise, or sooner if so ordered by the Court or agreed to by the Parties, Counsel for each Party shall return to opposing Counsel for each Party who furnished Confidential Information (or shall supervise and certify the destruction of), all items constituting, containing, or reflecting the other Partys Confidential Information, except that Counsel for each Party may maintain, for its file, one copy of any deposition, transcript, brief, motion, pleading, or other court filing containing Confidential Information and may maintain any notes, outlines, or correspondence containing Confidential Information subject to the terms of paragraph 23 below. 23. Continuing Obligation. Neither the termination of the Litigation nor the termination of the employment, engagement, or agency of any person who had access to any Confidential Information shall relieve any person from the obligation of maintaining both the confidentiality and the restrictions on use of any Confidential Information disclosed pursuant to this Protective Order. The Court shall retain jurisdiction to enforce the terms of this Protective Order. 24. Effective Date. This Protective Order shall serve as a stipulation and agreement between the Parties, and shall be effective immediately upon signature by Counsel for all Parties and the Court. 25. Claw Back Agreement. Any document, material, or information produced by any Party or non-party in response to discovery requests in this Litigation that a Party or non-party later claims should have been withheld on grounds of a privilege, including the work product doctrine (collectively referred to hereinafter as Privileged Document(s)), shall not be deemed to waive any privilege or work product protection and no further use will be made of the privileged information produced. A Party or non-party may request the return of any Privileged Document that it produced by identifying the Privileged Document and stating the basis for withholding such document from production. If a Party or non-party requests the return, pursuant to this paragraph, of a Privileged Document then in the custody of one or more Parties, the possessing Parties shall within five business days destroy or return to the requesting Party or non-party the Privileged Document and shall expunge from any other document or material information derived from the Privileged Document. A Party may move to compel production
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of any document, including a Privileged Document as defined herein, provided that the fact of production itself may not be cited as a basis for the motion. 26. No Waiver. Production of documents marked Confidential shall not constitute a waiver of any privilege, including without limitation attorney-client or attorney-work product. All Parties reserve the right to disclose a subset of otherwise privileged documents, materials, information, or tangible things. Disclosure of a subset of privileged information shall not be deemed to waive privilege as to the undisclosed documents and shall not waive objection to admissibility of the disclosed documents in any future proceeding, whether on the basis of privilege or any other ground. SO STIPULATED: LAMB MCERLANE PC By: /s/ William H. Lamb William H. Lamb Joel Frank Maureen M. McBride 24 East Market Street P.O. Box. 565 West Chester, PA 19381 (610) 430-8000 Attorneys for Secretary of Health Michael Wolf and Secretary of Revenue Dan Meuser HANGLEY ARONCHICK SEGAL PUDLIN & SCHILLER By: /s/ Mark A. Aronchick Mark A. Aronchick John S. Stapleton Dylan J. Steinberg Rebecca S. Melley One Logan Square, 27th Floor Philadelphia, PA 19103 (215) 568-6200 Helen E. Casale 401 DeKalb Street, 4th Floor Norristown, PA 19401 (610) 313-1670

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BEGLEY, CARLIN & MANDIO LLP By: /s/ Nathan D. Fox Nathan D. Fox 680 Middletown Boulevard Langhorne, PA 19047 (215) 750-0110

ACLU FOUNDATION OF PENNSYLVANIA By: /s/ Witold J. Walczak Witold J. Walczak 313 Atwood Street Pittsburgh, PA 15213 (412) 681-7736

BALLARD SPAHR LLP By: /s/ Frank A. Chernak Frank A. Chernak John P. McLaughlin 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 (215) 665-8500 Attorneys for Defendant Petrille

Mary Catherine Roper Molly Tack-Hooper P.O. Box 40008 Philadelphia, PA 19106 (215) 592-1513 James D. Esseks Leslie Cooper AMERICAN CIVIL LIBERTIES UNION FOUNDATION 125 Broad Street, 18th Floor New York, NY 10004 (212) 549-2500 Seth F. Kreimer 3400 Chestnut St. Philadelphia, Pa. 19104 (215) 898-7447 Attorneys for Plaintiffs

IT IS SO ORDERED this _____ day of December, 2013. ______________________________ Jones, J.

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EXHIBIT A AGREEMENT CONCERNING INFORMATION COVERED BY CONFIDENTIALITY AND PROTECTIVE ORDER RE: Whitewood v. Wolf, Civ. No. 13-1681 (M.D. Pa.)

I have been designated by ______________________________ as a person who may have access to Confidential Information as that term is defined in the Stipulation and Order Governing the Production and Exchange of Confidential Information entered in the above-entitled action. Having read the Stipulation and Order Governing the Production and Exchange of Confidential Information, I agree to comply fully with it and to be bound by its terms with respect to all Confidential Information as defined therein. I will limit use of Confidential Information disclosed to me solely for purpose of this action. I agree not to copy or disclose to any nonqualified person or entity any Confidential Information that has been disclosed to me. I am aware that any person or agent divulging such information may be deemed guilty of a felony or a misdemeanor and, upon conviction thereof, would be sentenced to pay a fine or to undergo imprisonment, or both, at the discretion of the court and may be civilly liable for damages resulting from any such disclosure. No later than the final conclusion of this case, I will return all Confidential Information and summaries, abstracts, and indices thereof which come into my possession, and documents or things which I have prepared relating thereto, to counsel for the party for whom I was employed or retained. Executed this ______ day of __________________, 20_____. ______________________________ Name ______________________________ Address ______________________________ Employer ______________________________ Job Title