PRECISELY SOFTWARE INCORPORATED v. LOQATE INC.

Background

Precisely filed an administrative motion under Civil Local Rule 79-5(f) concerning whether an agreement and an addendum between Precisely and Loqate should be filed under seal as exhibits to Precisely’s First Amended Complaint. The agreement formed the basis of Precisely’s breach-of-contract claim. Because the agreement was subject to a confidentiality provision that Loqate would not waive, Precisely conditionally filed it under seal.

Loqate asked the court to seal the entire agreement. Loqate’s representative, Lara Clark, stated that the agreement contained confidential and proprietary business information, including software licensing and sublicensing terms, pricing models, warranty terms, support and verification practices, payment terms, marketing requirements, and information about Loqate’s geographical business territory. Loqate said disclosure could harm its competitive standing. After the court found that sealing the entire agreement was overbroad, Loqate submitted a proposed redacted version covering information on 26 of the agreement’s 33 pages. Precisely did not oppose Loqate’s supplemental request.

Legal Standard

Because the agreement was more than tangentially related to the case’s merits, the court applied the “compelling reasons” standard for sealing judicial records. The party seeking sealing also had to identify the information to be sealed, explain the private or public interests supporting sealing, describe the injury that would result from disclosure, explain why a less restrictive alternative was insufficient, and provide supporting evidence when necessary.

Court’s Analysis

The court denied sealing of the entire agreement. It had already determined that the agreement was not sealable in its entirety, and Loqate provided no new arguments or evidence warranting reconsideration. The court also found that Loqate’s support for the confidentiality of many provisions remained conclusory.

The court granted sealing for the information redacted in the proposed version at ECF No. 39-2. The court found that Loqate’s narrower request addressed the concern that it was seeking to seal boilerplate and other plainly nonconfidential material. The court also found that Clark provided specific, nonconclusory support for treating the redacted information as confidential and for the claim that disclosure could cause competitive harm.

Order

The court granted in part and denied in part Precisely’s administrative motion. It granted the motion as to the information redacted in ECF No. 39-2, denied it as to sealing the entire agreement, and ordered Precisely to publicly file the redacted version within seven days of the order.