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EXHIBIT 14
LATHAM & WATKINS
Hugh Steven Wilson (State Bar No. 015961)
R. Brian Timmons (State Bar No. 155916)
650 Town Center Drive, Twentieth Floor
Costa Mesa, California 92626
Telephone: (714) 540-1235
Attorneys for Defendants ARV ASSISTED LIVING, INC.,
DAVID P. COLLINS, JOHN A. BOOTY, R. BRUCE ANDREWS,
JAMES M. PETERS, MAURICE J. DeWALD, JOHN J.
RYDZEWSKI, ROBERT P. FREEMAN, KENNETH M. JACOBS,
MURRY N. GUNTY, and HOWARD G. PHANSTIEL
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF ORANGE
EMERITUS CORPORATION, ) Case No. 787788
a Washington corporation, )
) ASSIGNED FOR ALL PURPOSES TO
Plaintiff, ) JUDGE JAMES A. JACKMAN, DEPT.
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v. )
) AMENDED JOINT STIPULATION
ARV ASSISTED LIVING, INC., ) AND [PROPOSED] PROTECTIVE
a California corporation; ) ORDER
DAVID P. COLLINS, an individual; )
JOHN A BOOTY, an individual; ) Date of Filing
JAMES M. PETERS, an individual; ) This Action: December 9, 1997
MAURICE J. DeWALD, an individual; ) Trial Date: None Set
JOHN J. RYDZEWSKI, an individual; )
ROBERT P. FREEMAN, an individual; )
KENNETH M. JACOBS, an individual; )
MURRY N. GUNTY, an individual; )
and HOWARD G. PHANSTIEL, )
an individual, )
)
Defendants. )
)
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Emeritus Corporation (hereinafter "Emeritus"), by and through their
counsel of record, and ARV Assisted Living, Inc. (hereinafter "ARV"), David P.
Collins, John A.
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Booty, R. Bruce Andrews, James M. Peters, Maurice J. DeWald, John J. Rydzewski,
Robert P. Freeman, Kenneth M. Jacobs, Murry N. Gunty, and Howard G. Phanstiel,
by and through their counsel of record, hereby AGREE and STIPULATE as follows:
1. All material that is produced, exchanged, or given at any time in the
course of this action that contains any proprietary information related to ARV
or Emeritus, including customer information, financial, sales, and marketing
data, research and development information, past, present and future business
plans, personnel information about any current or former ARV or Emeritus
employee, or that contains information pertaining to ARV's or Emeritus' business
that is not generally known and that would not ordinarily be disclosed to third
parties without requiring those third parties to maintain the information in
confidence, is subject to this Protective Order and shall be clearly identified
as "CONFIDENTIAL" and shall be deemed "Confidential Information" under the terms
of this Stipulation and Order. Documents identified as "CONFIDENTIAL" are those
that contain or disclose proprietary information which would create a
competitive disadvantage or work a hardship on ARV or Emeritus if such materials
were disclosed to plaintiff as opposed to plaintiff's counsel. Such Confidential
Information shall be used solely for the purpose of this case and shall not be
made available to persons other than those described below. No person shall use
any documents containing Confidential Information or information derived from
them for purposes other than in prosecution or defense of this litigation.
2. This Protective Order shall also govern any Confidential Information
contained in any transcript of testimony given in any deposition in this action
by any present or former officer, employee or agent of ARV or Emeritus, as well
as Confidential Information contained in all discovery responses and other
materials produced in discovery in response to interrogatories, requests for
admissions, requests for production of documents, subpoenas or subpoenas duces
tecum, now pending or hereafter requested, and any information obtained
therefrom.
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3. Any Confidential Information protected under paragraphs 1 and 2 above
may be disclosed only to counsel of record and employees of their law firm
assisting in the preparation and trial of this action, expert consultants, and
designated expert witnesses in preparation for and during their testimony.
Plaintiff's or defendant's counsel may disclose to expert consultants or expert
witnesses only the Confidential Information necessary for purposes of their
testimony or expert advice. All expert consultants and expert witnesses must
agree to sign the "ACKNOWLEDGMENT" in the form attached hereto attesting that
they agree to be bound by the Protective Order prior to the disclosure to them
of any Confidential Information. Such executed ACKNOWLEDGMENT must be filed with
the court under seal. The Confidential Information shall not be disclosed to any
expert who is currently, or is planning to be, an employee or affiliate of
Emeritus or ARV, or an individual holding any proprietary interest in Emeritus
or ARV, without the prior written consent of ARV with respect to disclosure of
documents produced by ARV or Emeritus with respect to disclosure of documents
produced by Emeritus.
4. In the event either party seeks to retain an expert or consultant who
cannot sign the ACKNOWLEDGMENT form attached hereto in good faith, counsel for
plaintiff and defendants shall attempt in good faith to agree to allow
disclosure of some narrowly defined subset of Confidential Information
contemplated by this Order to that expert or consultant. In the event counsel
for plaintiff and defendants cannot reach such an agreement, the party
requesting disclosure may bring an ex parte application before the Court to
resolve this issue.
5. Each person who receives any Confidential Information hereby agrees
to subject himself/herself to the jurisdiction of this Court for the purpose of
any proceedings relating to the performance, compliance with, or violation of
this Protective Order.
6. If any party files with the Court any documents containing
Confidential Information protected herein, or quotes material parts thereof in a
court filing, all such documents and filings shall be filed under seal, shall be
maintained under seal by the Court,
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and shall be made available only to the Court or persons authorized by the terms
of this Protective Order to have access thereto, unless the parties specifically
stipulate otherwise. The person filing any document or pleading containing
Confidential Information shall inform the clerk that all or a portion designated
thereof is subject to this Protective Order and is to be kept under seal, except
that, upon default of the filing party to so designate and inform the clerk, any
party may do so.
7. Nothing in the foregoing provisions of this Protective Order shall be
deemed to preclude any party from seeking and obtaining from the Court, upon an
appropriate showing:
a) such additional protection with respect to the confidentiality of
documents or other discovery materials as that party may consider
appropriate; or
b) an order permitting disclosure of documents or information beyond the
terms of this Stipulation and Order.
8. Within thirty (30) days of final determination of this litigation,
including all appeals, unless otherwise agreed to in writing by an attorney of
record for each party, each party shall assemble and return all documents
containing Confidential Information, including any copies, extracts, or
summaries thereof or documents containing information taken therefrom, to the
person or party from whom the documents were obtained. Alternatively, within
thirty (30) days of final determination of this litigation, counsel for the
receiving party may destroy all such documents and inform counsel of the
producing party of such destruction in writing. Materials which, in the judgment
of counsel for the receiving party, constitute work product are exempted from
the requirements of this paragraph.
9. No part of the restrictions imposed by this Protective Order may be
terminated except by written stipulation executed by counsel of record for each
designated party, or an order of this Court for good cause shown. The
termination of this action shall not automatically terminate this Order.
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10. This Order may be modified by written stipulation among all the
parties, approved by the Court, or by application to the Court by noticed
motion.
DATED: January 6, 1997 LATHAM & WATKINS
By /s/ R. BRIAN TIMMONS
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R. Brian Timmons
Attorneys for Defendant
ARV Assisted Living, Inc.,
et al.
DATED: January 6, 1997 GIBSON, DUNN & CRUTCHER, LLP
By /s/ JOSEPH P. BUSCH
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Joseph P. Busch, III
Attorneys for Plaintiff
Emeritus Corporation
IT IS HEREBY ORDERED that the preceding Protective Order be followed,
and that the terms and conditions of this Order shall govern the handling of
documents, answers to interrogatories, depositions, pleadings, exhibits,
declarations, and other information exchanged by the parties in this action.
Dated: January __, 1997 -----------------------------------------
Judge James A. Jackman
Superior Court, Orange County, California
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ACKNOWLEDGMENT
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I, ___________________________ (print name), hereby acknowledge that I
have read the Protective Order attached hereto which was entered by the Court on
December __, 1997, in connection with Emeritus Corp. v. ARV Assisted Living,
Inc., et al., Case No. 787788, that I am not currently an employee or affiliate
of, or hold any proprietary interest in, Emeritus Corporation or ARV Assisted
Living, Inc., nor am I planning to be an employee or affiliate of, or hold any
proprietary interest in, Emeritus Corporation or ARV Assisted Living, Inc. in
the future. I have been authorized by counsel for a party in this case to
receive Confidential Information. I fully understand and agree to abide by the
obligations and conditions set forth in the Protective Order.
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(Signature)
Dated: __________________
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