Appendix E

• Pages: 317-319

317

APPENDIX E

FORM CONFIDENTIALITY LETTER AGREEMENT

BETWEEN INVESTIGATING STATE AND A

PRODUCING PARTY IN A NON-MERGER REVIEW

[Investigating State] is investigating [matter at issue] pursuant to

[citation of laws used to define violation] (the “Investigation”). Pursuant

to a subpoena issued by the [Investigating State], [Producing Party] will

provide responsive documents relevant to that Investigation. The

following sets forth our agreement regarding the confidential treatment

of any documents and information produced by [Producing party] to the

[Investigating State], which [Producing Party] asserts are confidential.

1. Except as provided in this agreement, or as

otherwise provided by law, [Investigating State]

shall not disclose to any third party any document or

information provided by [Producing Party]

designated as “confidential.”

2. [Producing Party] shall stamp the word

“confidential” on each document or item of

information produced to [Investigating State] for

which [Producing Party] requests confidential

treatment. The categories of documents or

information subject to confidential treatment shall

include [list of categories].

3. If, after receiving documents or information from

[Producing Party], [Investigating State] wishes to

disclose documents or information designated as

“confidential” to parties other than a State Attorney

General, other law enforcement office, or witness

during an investigation interview or statement,

[Investigating State] shall notify [Producing Party]

of its intent to do so at least ten (10) days prior to

such disclosure, and shall identify the specific

categories of documents and information to be

disclosed. If [Producing Party] seeks to oppose