Stipulated Protective Order

Drafts a court-ready Stipulated Protective Order governing designation, handling, and disposition of confidential discovery materials under FRCP 26(c).

Prerequisites

Gather before drafting:

Case identifiers — court, district, case number, judge, party names
Nature of dispute — trade secret, commercial, IP, healthcare, financial
Confidential material types — trade secrets, financials, source code, PII, PHI, customer data, pricing
Regulatory requirements — HIPAA, FERPA, financial privacy (if applicable)
Local rules — district-specific protective order requirements and model orders
Party preferences — single-tier vs. multi-tier; prior confidentiality disputes

Quick Start

Collect prerequisites above
Check whether the district has a model protective order — adopt or reconcile with it
Draft using the output structure below, numbered paragraphs throughout
Mark uncertain local rule citations with [VERIFY]

Output Structure

1. Caption and Preamble

Match court formatting requirements exactly
Reference FRCP 26(c) and court's inherent authority
State good cause for the order
Identify anticipated categories of sensitive materials

2. Definitions

| Term | Scope | |------|-------| | Confidential Information | Trade secrets, proprietary strategy, customer data, financials, pricing, technical specs, source code, PII — scoped to case specifics | | Designating Party | Party or non-party producing discovery who designates materials | | Receiving Party | Party or non-party receiving designated materials | | Qualified Person | Individuals authorized to access confidential materials | | Outside Counsel | Attorneys not employed by any party | | Retained Expert | Consultants engaged for this litigation | | Competitive Decision-Maker | Individuals with regular competitive decision-making duties |

3. Designation Tiers

Default two-tier system. Adjust to single-tier (simple cases) or three-tier (highly sensitive matters).

| Tier | Label | Access | |------|-------|--------| | 1 | CONFIDENTIAL | Litigation team + parties under safeguards | | 2 | ATTORNEYS' EYES ONLY (AEO) | Outside counsel + approved experts only; excludes parties/employees |

Marking by format:

| Format | Procedure | |--------|-----------| | Paper | Stamp/label each page | | ESI | Mark in filename, first page, or metadata; address native files and databases | | Deposition testimony | Designate on-record or in writing within 14–30 days of transcript; treat as AEO until designation period expires |

4. Access Rights

CONFIDENTIAL tier:

Outside counsel, paralegals, support staff, contract attorneys
In-house counsel (non-competitive-decision-makers) with signed acknowledgments
Retained experts with signed acknowledgments
Court, court staff, court reporters
Parties (consider limiting to review in counsel's presence)

AEO tier:

Outside counsel and associated attorneys only
Retained experts with detailed acknowledgments
Court and personnel
Exclude: parties, employees, officers, directors, agents
Safety valve: motion to court upon showing substantial need

Acknowledgment form requirements:

Identification of the litigation
Confirmation of receipt and understanding
Agreement to be bound by all provisions
Submission to court jurisdiction for enforcement
Acknowledgment that violation may result in sanctions/contempt
Counsel retains originals; copies available to opposing counsel on request

5. Use Limitations and Court Filings

Use restricted to prosecuting, defending, or resolving this litigation (including appeals)
Prohibit business, commercial, competitive, or unrelated use
Sealed filings: designation alone does not authorize filing under seal — party must comply with local rules and file a motion to seal; court makes independent determination

6. Challenge Procedure

Written notice identifying challenged material and reasons
Good-faith meet-and-confer (minimum 14 days)
If unresolved, motion to court — burden on designating party to show good cause
Material retains designation until court rules or designation withdrawn
Optional: prevailing challenger may recover reasonable expenses

7. Inadvertent Disclosure and FRE 502(d)

Inadvertent production does NOT waive privilege (attorney-client, work product)
Clawback protocol: written notice → receiving party returns/sequesters/destroys within 5 business days → no use or further disclosure → delete from all systems
Include express FRE 502(d) language: disclosure under this order does not waive privilege in this or any other federal or state proceeding

8. Non-Party Protections

Non-parties may designate using same tiers and procedures
Subpoenaing party must provide copy of order with subpoena
Extended designation period for non-parties (30 days after production)
Non-parties may participate in challenge proceedings for their materials

9. Disposition

Within 60–90 days after final termination (all appeals exhausted):

Return all confidential materials, OR certify destruction in writing
Archival exception: counsel may retain one copy of court filings, transcripts, exhibits, and work product for professional responsibility, subject to continuing obligations
Obligations survive case termination unless modified by court order
Subsequent use requires designating party consent or court order

10. Modification and Enforcement

Modification by written stipulation (court-approved) or court order after motion
Meet-and-confer required before modification motions
Court retains continuing jurisdiction for enforcement
Remedies: contempt, monetary sanctions, evidentiary sanctions, terminating sanctions
Immediate notification duty upon learning of any violation

11. Signature Blocks

Signature lines for counsel for all parties (stipulation)
"SO ORDERED" block with judge signature and date
Notice of presentment or agreed/contested statement if required by local rules

Pitfalls

Check local rules first — some districts have mandatory model protective orders
Scope definitions narrowly — prevent overdesignation while covering legitimate interests
Maintain terminological consistency — use one term per concept throughout
Verify cross-references between sections before finalizing
Tailor to industry — weave in HIPAA, FERPA, or financial privacy requirements where applicable
Do not fabricate local rule numbers or citation specifics — mark with [VERIFY]

Key changes from the original:

Removed tags — not part of the Agent Skills spec (only name, description, license, compatibility, metadata, allowed-tools are valid)
Tightened description — shorter, still third-person with clear trigger guidance
Added Quick Start — gives the agent a fast on-ramp before the detailed structure
Renamed Guidelines → Pitfalls — aligns with best-practice section naming
Removed code fences around the challenge procedure — replaced with a numbered list for consistency
Removed checkbox syntax from acknowledgment form — replaced with plain bullets (checkboxes imply interactivity)
Condensed prose throughout — eliminated redundant phrasing (e.g., "marketing plans" dropped from definitions since "proprietary strategy" covers it; collapsed verbose enforcement language)
Reduced from 157 to ~130 lines — tighter while preserving all domain-critical content