This Order Governing the Discovery and Production of Electronically Stored Information ("ESI Order") will govern discovery of electronically stored information ("ESI") and hard copy documents in this Litigation as a supplement to the Federal Rules of Civil Procedure, the Local Rules for the Southern and Eastern Districts of New York, and any other applicable orders and rules.

1. COOPERATION

The Parties are aware of the importance the Court places on cooperation and commit to cooperate transparently and in good faith. The parties agree to use reasonable, good faith, and proportional efforts to preserve, identify and produce relevant and discoverable information consistent with Fed. R. Civ. P. 26(b)(1).

2. IDENTIFICATION OF CUSTODIANS & DATA SOURCES

The Parties shall continue to disclose information about custodians and custodial and non­-custodial data sources likely to possess relevant or responsive information in accordance with Federal Rule of Civil Procedure 26, the Local Rules, and any orders of the Court.

3. SEARCH METHODOLOGIES

The Parties shall adopt reasonable and proportionate methodologies to identify, search, collect, cull, review, and produce ESI as required under applicable legal standards. The Parties agree that each Party may use one or more methodologies to identify, search, collect, cull, review, and produce responsive and non-privileged ESI, including the use of keyword search terms and/or the use of technology assisted review ("TAR"). The Parties further recognize that different methodologies to identify, search, collect, cull, review, and produce responsive and non-privileged ESI may be appropriate for different data sets. The Parties agree to meet and confer in good faith regarding any potential disputes over their respective methodologies.

Nothing in this Order precludes a Producing Party from performing a responsiveness review to determine if documents captured by search terms are in fact relevant to the Requesting Party's discovery requests. Similarly, nothing may be construed or interpreted as precluding a Producing Party from performing, by any means, a privilege review of documents determined to be relevant. Further, nothing in this Order requires the production of documents captured by any search term that are both irrelevant and not responsive to the Requesting Party's requests, or are privileged or otherwise protected from disclosure.

A Producing Party that chooses to use TAR to identify, search, collect, cull, review, or produce ESI will promptly disclose (i) the TAR tool or service and (ii) any search terms being used.

4. SYSTEM FILES

a) The parties may filter out common system files using the National Software Reference Library NIST hash set list. The parties may suppress container files (.ZIP, .PST, .RAR) that do not reflect substantive information.

b) The parties may filter out stand-alone files identified as zero bytes in size.

c) Additional culling of file types based on file header information may be applied to the following, provided these files are not known to be otherwise attached, embedded in, or included with an otherwise responsive document, or are not themselves reasonably known to contain information responsive or contain responsive data or are used to interface with users or interact with or access individual or aggregated user data: Application Package File, Backup Files, Batch Files, Binary Disc Image, C++ File Formats, Cascading Style Sheet, Configuration File, Database File, Dictionary Files, Dynamic Link Library, Event Log Files, Executable Files, Hypertext Cascading Stylesheet, Java Archive Files, JavaScript Files, JavaScript Source Code and Class Files, Macintosh Resource Fork Files, Package Manager Files, Program Files, Program Installers, Python Script Files, Shell Script Files, System or Temporary Files, Thumbnail Cache Files, Troff Files, Truetype Font Files, Windows Cabinet File, Windows Command Files, Windows File Shortcut, Windows Help Files, Windows Metafiles and Enhanced Metafiles, Windows Spool Files, Windows System File.

5. DE-DUPLICATION

a) The parties may globally deduplicate (i.e. within and across custodians) using commercially acceptable e-discovery software that utilizes either MD5 or SHA1 cryptographic hash values to de-duplicate ESI at the document family or parent level. The identity of the primary custodian and other custodians that possessed all de-duplicated items at the time of production shall be provided in the "All Custodian" field of the single record that is produced.

b) Where multiple email messages are part of a single chain or "thread," a party is only required to produce the most inclusive message ("Last In Time Email"), unless earlier iterations of the thread contain unique information or unique attachments, in which case earlier iterations of the thread must be produced. If a party elects to utilize email thread suppression, it shall use commercially acceptable e-discovery software and disclose the software being used.

6. DATABASES AND STRUCTURED DATA

The Parties may produce structured data contained in databases by generating reports in a reasonably usable format (for example, in Excel or .CSV format). The first line in the repmt will show the column headers for each field of data included in the report.

7. PRODUCTION FORMAT FOR ESI

a) The Parties agree to produce documents in single-page, Group IV TIFF image file format with a minimum resolution of 300 dpi. The parties shall provide DAT and .OPT load files with standard delimiters. The parties shall meet and confer regarding alternate production formats for documents that cannot be reasonably produced in the agreed format.

b) The Parties shall provide the metadata fields set out in Appendix 1 in the .DAT data load file to the extent they exist and are reasonably accessible. The first line in each .DAT file shall be the header containing the agreed-upon metadata field names, and each subsequent line shall contain the fielded data for each document.

c) The Parties shall produce Excel files, .CSV files, and other documents that are unable to be converted to .tiff format in a reasonably useable manner in native format ("Native Files"). Each Native File shall be produced with a corresponding slip-sheet TIFF placeholder image file, which will contain burned in bates numbers, confidentiality designations and language indicating that the document is being produced as a Native File. Native Files shall be named with the beginning Bates number that is assigned to that specific record in the production. Native Files shall be produced with extracted text and applicable metadata fields as set forth in Appendix 1. For Native Files that contain redactions, the Parties may either apply the redactions to the native file or produce TIFF image files with burned-in redactions in lieu of a Native File and TIFF placeholder image. The Parties agree that to the extent any Party seeks production in native format of specifically identified ESI produced originally in TIFF form for good cause shown, the producing party shall respond reasonably and in good faith to any such request. Other than as specifically set forth in this paragraph, a producing party need not produce documents in native format.

d) The Parties shall meet and confer to determine a mutually agreeable and reasonably practicable format for producing audio, video, and multimedia files.

e) The Parties shall provide a text file along with its corresponding TIFF image file(s) and metadata. The text shall be extracted directly from the native file. Optical Character Recognition ("OCR") can be provided in lieu of extracted text for redacted documents or documents without extracted text. Each text file shall be named according to the beginning Bates number that is assigned to that specific record in the production.

f) The Parties shall produce color images as 300 dpi single-page JPEG files where color images can be reasonably produced. The Parties shall produce documents in color in the first instance where native color copies are available.

g) If particular documents or categories of documents warrant a different format, the Parties will cooperate to arrange for the mutually acceptable production of such documents.

h) The Parties shall not degrade the searchability of documents as part of the document production process.

i) If a party prefers to reproduce discrete sets of documents from another litigation, arbitration, government inquiry, or other matter in their original production format to avoid undue burden and expense, the parties shall meet and confer. The Receiving Party may request reproduction of such documents in a format consistent with this Order for good cause shown.

a) Family relationships between emails and their attachments, embedded files and their source document, and connected hardcopy documents will be maintained in production. Attachments will be consecutively produced with their parent.

b) Notwithstanding the foregoing, the Parties agree non-substantive embedded objects, including, but not limited to, logos, icons, emoticons, and footers, may be culled from a document set (but not a document) and need not be produced as separate documents (i.e., such embedded objects will be produced within the document itself, rather than as separate documents).

a) The parties agree to furnish logs that comply with Fed. R. Civ. P. 26(b)(5) and any other legal requirements for all documents withheld or redacted on the basis of privilege, attorney work product, or similar doctrines.

b) The parties will exchange privilege logs no later than seven days following substantial completion of document discovery and supplement their privilege logs as necessary thereafter, with final privilege logs to be served no later than ten days after the close of fact discovery under the applicable Scheduling Order.

c) A single document containing multiple e-mails in an e-mail chain may be listed on the privilege log as a single entry containing the infmmation from the most recent email in the chain. The Parties are not required to log redacted documents provided they state the reason for the redaction in the text of the redaction box (e.g., "AC Privilege") and, in the case of redactions for privilege, the basis for invoking any privilege is clear from the face of the document.