OFAC settlement agreement with Binance Holdings Ltd.
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Research, not advice. Part of the Bitcoin research archive (October 2026). Claims labelled unverified, contested or fringe are reported, not endorsed; statuses of bills and rules are as of the date checked. Government, court and patent records are public domain; the research notes are CC BY 4.0.
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SETTLEMENT AGREEMENT
This settlement agreement (the "Agreement") with respect to COMPL is made
by and between the U.S. Department of the Treasury's Office of Foreign Assets Control (OF AC)
and Binance Holdings, Ltd. ("Binance") and any of i_ts assignees, parent corporations,
subsidiaries, affiliates involved in the operation of the Binance.com exchange, successors-in-
interest, and transferees (collectively referred to hereafter as "Respondent").
I. PARTIES
OF AC administers and enforces economic sanctions against targeted foreign countries,
regimes, terrorists, international narcotics traffickers, and proliferators of weapons of mass
destruction, among others. OFAC acts under Presidential national emergency authorities, as well
as authority granted by specific legislation, to impose controls on transactions and freeze assets
under U.S. jurisdiction.
Respondent's affiliates operate the largest virtual currency exchange in the world by volume.
Binance's primary online virtual currency exchange is operated on the Binance.com platform,
where users may trade fiat or virtual currency (e.g., bitcoin) through a variety of arrangements,
including spot, futures, derivatives, and margin trading. At the time of the conduct at issue, the
Binance platform used an algorithmic matching engine to facilitate trades based on price and
time~ without controls to prevent U.S. users from trading with blocked persons or persons in
sanctiohed jurisdictions. •
II. APPARENT VIOLATIONS
From approximately August 2017 to October 2022 (the "Relevant Period"), Respondent
matched and executed vi1tual currency trades on its online exchange platfonn between U.S.
person users and users in sanctioned jurisdictions or blocked persons. In doing so, Respondent
appears to have violated multiple OFAC sanctions prohibitions across various U.S. sanctions
programs when, among other things, it (i) engaged in the direct or indirect exportation or other
supply of goods and services from the United States, or by U.S. persons, to users whom
Respondent identified through its Know Your Customer (KYC) process, Internet Protocol (IP)
address, phone number or other meaos, as being located in Iran, Syria, North Korea, the Crimea
Region of Ukraine, Cuba, the so-called Donetsk People's Republic ("DNR"), the so-called
Luhansk People's Republic ("LNR"), or blocked; and (ii) caused U.S. persons to engage directly
or indirectly in transactions with users located in Iran, Syria, North Korea, the Crimea Region of
Ukraine, Cuba, the DNR, the LNR, or blocked persons, by matching such U.S. users to patties in
sanctioned jurisdictions or blocked persons.
This conduct resulted in at least 1,667,153 virtual currency transactions - totaling
approximately $706,068,127 -in apparent violation of the below U.S. sanctions programs (the
"Apparent Violations"). The maximum statutory penalty amount for these violations is
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$592,133,829,398. Specifically, during the Relevant Period the Respondent engaged in the
following Apparent Violations:
1. Iran: Respondent matched and executed 1,205,784 trades totaling $599,515,938 in
virtual currency and futures products between U.S. persons and persons located in
Iran in apparent violation of the prohibition against the direct or indirect exportation,
reexportation, sale or supply of goods or services to Iran, § 560.204 of the Iranian
Transactions and Sanctions Regulations, 31 C.F.R. part 560 (ITSR), and the
prohibition against causing violations of the ITSR~ 31 C.F.R. § 560.203;
2. Syria: Respondent matched and executed 42,609 trades totaling $17,965,226 in
virtual currency and futures products between U.S. persons and persons located in
Syria in apparent violation of the prohibition against the direct or indirect exportation,
reexportation, sale or supply of goods or services to Syria, § 542.207 of the Syrian
Sanctions Regulations, 31 C.F .R. part 542;
3. North Korea: Respondent matched and executed 80 trades totaling $43,745.88 in
virtual currency between U.S. persons and persons located in North Korea in apparent
violation of the prohibitions against the direct or indirect exportation or reexpo1tation
of goods or services to North Korea,§ 3(a) ofExecufrve Order ('.' E.O!') 13722 of
March 15, 2016 ("E.O. 13722"), and§ 510.206 of the North Korea Sanctions
Regulations, 31 C.F.R. part 510 (NKSR), and the prohibitions against causing a
violation of E.O. 13722 or the NKSR, § 7(a) ofE.O. 13722 and 31 C.F.R. § 510.212;
4. Crimea Region of Ukraine: Respondent matched and executed 409,295 trades
totaling $86,977,789 in virtual currency and futures products between U.S. persons
and persons located in the Crimea Region of Ukraine in apparent violation of the
prohibitions against the direct or indirect exportation, reexportation, sale or supply of
goods or services to the Crimea Region of Ukraine,§ l(a)(iii) ofE.O. 13685 of
December 19, 2014 ("E.O. 13685"), and§ 589.207 of the Ukraine-/Russia-Related
Sanctio.ns Regulations, 31. C.F.R. part 5S9 (URSR), and the prohibitions against
causing a violation of E.O. 13685 or the URSR, § 3(a) of E.O. 13685 and 31 C.F.R.
§ 589.213;
5. Cuba: Respondent matched and executed 9,315 trades, totaling $1,535,225, in virt.ual
currency and futures products between U.S. persons and persons located in Cuba, in
apparent violation of the prohibition on the transfer of prope1ty or property interests
subject to U.S. jurisdiction in which Cuban nationals have an interest, § 515.20 I of
the Cuban Assets Control Regulations, 31 C.F.R. part 515;
6. LNR and DNR: Respondent matched and executed 68 trades, totaling $14,159, in
virtual currency and futures products between U.S: persons and persons located in the
LNR and DNR, in apparent violation of the prohibition against the direct or indirect
expo1tation; reexportation, sale or supply of goods or services to the LNR or DNR,
§ 1(a)(iii) of E.O. 14065 of February 21, 2022 ("E.O. 14065"), and the prohibition
against causing a violation of E.O. 14065, § 4(a) of E.O. 14065; and
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7. Blocked Persons: Respondent matched and executed two trades, totaling $16,043, in
futures products between U.S. persons and persons whose property and interests in
property are blocked pursuant to § 594.20 I (a) of the Global Terrorism Sanctions
Regulations, 31 C.F.R. part 594, causing U.S. persons to engage in transactions or
dealings in the property or interests in property of such blocked persons, in apparent.
violation of Section 206(a) of the International Emergency Economic Powers Act, 50
U .S.C. § 170 I et seq.
III. FACTUAL STATEMENT
Binance was founded in 2017, and by March 20 I 8 was running the largest virtual currency
exchange in the world by trading volume. Binance's primary online virtual currency exchange is
operated on the Binance.com platform where users may trade fiat or virtual currency (e.g.,
bitcoin) through a variety of arrangements, including spot, futures, derivatives, and margin
trading. To use Binance, a user must first open a Binance account and then fund the account by
depositing assets, either through a virtual currency or fiat currency deposit. Upon onboarding,
Binance users can transact in hundreds of virtual currencies and financial products using the
funds in their Binance-hosted "wallets." Binance. user funds are held in omnibus digital wallets
that are visible on the blockchain. Users' funds are accounted for via an internal Binance ledger,
and Binance acts as the custodian of user funds.
In general, Binance ~Isers trade by submitting orders to Binance to buy or sell virtual
currency or virtual currency products. Binance's algorithmic matching engines ingesl incoming
buy/sell orders and match them with pending orders on Binance's orderbook solely according to
price and time. Binance then records each transaction in its internal ledger and credits or debits
users' Binance accounts to reflect the transaction. Transactions between Binance users do not
occur on, and are not re.corded on, the blockchain. As described below, Binance knew or had
reason to know the location of its user base, including the fact that it was matching users located
in the United States with counterparties in sanctioned jurisdictions or blocked persons.
In 2018, Binance began to develop its first sanctions-related compliance plans and
procedures, including hiring a Chief Compliance Officer (CCO) in April 2018. The next month,
in May 2018, Binance issued a public statement on sanctions compliance when it upd~ted its
Terms of Use to explain that by using the platform users acknowledged and declared themselves
not to be on "any economic sanctions list." The Terms of Use also stated that Binance "may
restrict or deny its services to sanctioned countries." ln June and July 2018, Binance issued
compliance policies, including a Global Compliance Policy, which stated that Binance·"adheres
to the Sanctions list maintained by the Office of Foreign Assets Control" and that "Binance will
not conduct business with any personnel, entities or countries listed in the Sanctions list under
any conditions." In October 2018, Binance updated its policy, which by its terms prohibited new
users from sanctioned and other high-risk jurisdictions, including Iran, Syria, North Korea, and
Cuba.
Following issuance of these policies, Binance began taking steps to identify sanctioned
jurisdiction users for offboarding. Effo11s to offboard these users, however, were implemented
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inadequately, at least in pa11 due to Binance senior management decisions to appear compliant
while disregarding known sanctions risks.
Communications from senior management demonstrate their awareness that servicing users
from sanctioned jurisdictions could cause a violation of U.S. sanctions regulations. For example,
in an October I 8; 2018, message regarding the potential blocking of sanctioned country IP
addresses, the then CCO informed a·inance's Chief Executive Officer (CEO) that "we currently
have users from sanction[ed] countries on [Binance.com]," adding that the "[d]ownside risk is if
fincen or ofac has concrete evidence we have sanction[ed] Lisers, they might try to investigate or
blow it up big on worldstage." In another communication, the then CCO stated that the CEO
"made a decision to IP block sanction countries." ln response, an employee explained in an
internal chat conversation that "Blocking JPs [is] just [the] cost of building long-term sustainable
business in US. Also needed to se~I to large traders/institutional clients in US."
Further indicating understanding of the sanctions risk presented by Binance's operations, the
then CCO in October 2,018 explained to Binance employees that "they all just remove mention of
[sanctioned country] names and no support but NEVER REMOVE sanction users already on our
.com." The then CCO made clear that compliance was to first scrub Binance.com of all
reference to and support for sanctioned jurisdictions before turning to address the underlying
sanctions risk by blocking IP addresses associated with sanctioned jurisdictions.
In June 2019, the CEO demonstrated his own broad awarene.ss of U.S. sanctions prohibitions
applicable to Binance when he told a senior Binance employee that "the U.S. has this Jaw: you
have to prevent Americans and any terrorists from doing any transactions. In order [for
America] to accomplish this, if you serve Americans or service American sanctioned countries,
you have to give your data to the American regulators." He added, "the U.S. says we are not
focusing on the dollar; if our citizens use your services we can arrest/catch you."
In June 2019, Respondent announced the launch of a new U.S.-based exchange, called
Binance.US. After Binance.US was launched in September 2019, the then CCO wrote to a
senior employee on October 31, 2019 that "(t]he ofac regulation clearly states U.S. Persons,
doing biz with OFAC is wrong," adding, "so back to the clean block of U.S. persons on
[Binance].com that effectively mitigates the OFAC risk to a minimal." The then CCO also
stated that it was a priority to convince the CEO to "to do a clean block on US for
[Binance].com." That is, one benefit of the creation of Binance. US was that it would minimize
sanctions compliance risk by moving U.S. users off the Binance.com platform.
Binance, however, continued to rely heavily on its U.S. user base for a substantial portion of
its trading volume and liquidity. Notwithstanding the launch of Binance.US in September 2019,
Binance did not implement IP blocking of U.S. users until April 2021, in part to continue
benefiting from the trading activity of U.S. users.
Even after Binance began to take steps to offboarcl U.S. users from the Binance.com
platform, the company retained lucrative high volume and liquidity-providing U.S. users on
Binance.com to boost the company's revenue. As late as July 2020, in response to a question
from a Binance employee about how to onboard a new U.S. user, the then CCO stated, "we ask
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them to on board with [Binance.)US, and then if their volume is really very big, we will push
hard on [the) .com side to accept it on an exceptional basis." Thus, Binance allowed U.S. users
to continue transacting on the Binance.com platform with inadequate controls in place to prevent
those users from trading with users in sanctioned countries and blocked persons.
One way that Binance sought to foster the appearance of effective compliance controls, while
in fact retaining U.S. users and sanctioned jurisdiction users on its platform, was to suggest its
users utilize Virtual Private Networks ("VPNs") that could circumvent Binance's geofencing
controls, i.e., technical protocols that blocked access for users with IP addresses from the United
States and sanctioned jurisdictions. For example, in May 2019, as the management team
discussed blocking U.S. IP addresses ahead of the Binance.US launch, the CEO stated that a very
specific popup· notice should appear for U.S. users trying to access a non-U.S. Binance platform,
adding, "1'11 have a look at it myself. We need to word it very carefully so that we let people
know what they need to do, including using a VPN, without explicitly stating it."
On February 12, 2020, the then CCO stressed to another Binance employee that the presence
of U.S. users on the Binance.com platform would expose Binance to legal risk under laws and
regulations administered and enforced by OFAC and other U.S. regulatory agencies, stating, "if
US users get on [Binance] .com we become subjected to the following US regulators, fincen ofac
and SEC." He added, however, that Binance.com tried to ask U.S. users to "use VPN," "provide
... non~US documents," or "get them through other creative means."
As a result of the conduct described above, between approximately August 2017 and October
2022, Binance processed 1,667, l 53 virtual currency transact.ions - totaling approximately
$706,068,127 - in apparent violation of numerous U.S. sanctions programs.
IV. TERMS OF SETTLEMENT
OF AC and Respondent agree as follows:
I. In consideration of the undertakings of Respondent in paragraph 2 below, and subject to
the breach provisions of this Agreement, Of AC agrees to a settlement in the amount of
$968,618,825 and to release and forever discharge Respondent, without any finding of
fault, from any and all civil liability in connection with the Apparent Violations arising
under the legal authorities that OFAC administers. Respondent's obligation to pay
OF AC the portion of th is settlement totaling $898,618,825 arising from certain apparent
violations of the ITSR shall be deemed satisfied up to an equal amount by payments in
satisfaction of Respondent's obligations under its plea agreement with the U.S.
Department of Justice (the "plea agreement") dated on or around November 21, 2023
arising out of the same conduct, such that Respondent is obligated to pay $70,000,000 to
the U.S. Department of the Treasury pursuant to thjs settlement.
2. In consideration of the undertakings of OF AC in paragraph 1 above, Respondent agrees
and represents:
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A. Pursuant to the dates specified in paragraph 14.a of the plea agreement entered into
by Binance with the Department of Justice, to:
(i) ~ greement to: at
- - - -Office of Foreign Assets Control, Freedman's
Bank Building, U.S. Department of the Treasury, 1500 Pennsylvania
Avenue, NW, Washington, DC 2022(); and
(ii) pay or arrange for the payment to the U.S. Department of the Treasury (the
"Department") the amount of $70,000,000. Respondent's payment must be
made either by electronic fonds transfer in accordance with the enclosed
"Electronic Funds Transfer (EFT) Instructions," or by cashier's or certified
check or ~ ayable to the "U.S. Treasury" and referencing
COMPl- - Unless otherwise arranged with the Department's
Bureau of the Fiscal Service, Respondent must either: (I) indicate payment
by electronic funds transfer, by checking the box.on the signature page of this
Agreement; or (2) enclose with this Agreement the payment by cashier's or
certified check or money order.
B. To waive (i) any claim or defense by or on behalf of Respondent, whether asse1ted or
unasserted, against OF AC, the Department, or its officials and employees arising out
of the facts giving rise to the enforcement matter that resulted in this Agreement,
including but not limited to OFA C's investigation of the Apparent Violations, and
(ii) any possible legal objection to this Agreement at any future date.
C. Compliance Commitments: By entering into this Agreement, Respondent and
Respondent's senior management, including the Chief Executive Officer, recognizes
the seriousness of apparent violations of the laws and regulations administered by •
OFAC and acknowledges Respondent and senior management's understanding of the
apparent violations at issue. Respondent has terminated the apparently violative
conduct described above; has implemented a sancti<?ns compliance program; and will
maintain sanctions compliance measures that are designed to minimize the risk of
recurrence of similar conduct in the future for at least five years following the
execution date of this Agreement. Specifically, as part of these sanctions compliance
measures, Respondent agrees to the following Compliance Commitments:
a. Management Commitment:
1. Senior management, including the Chief Executive Officer, has reviewed and
approved Respondent's sanctions compliance program, including
enhancements implemented in response to the Apparent Violations and related
sanctions compliance risk.
11. Respondent's compliance unit(s) is (are) delegated sufficient authority and
autonomy to deploy its policies and procedures in a manner that effectively
controls Respondent's sanctions risk.
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111. Respondent's compliance unit(s) receives (receive) adequate resources -
including in the form of human capital, expertise, information technology, and
other resources, as app,:opriate - that are relative to Respondent's breadth of
operations, target and secondary markets, and other factors affecting its
overall risk profile:
iv. Respondent's senior management, including the Chief Executive Officer
promotes a "culture of compliance" throughout the organization.
v. Responde11t's senior management will implement necessary measures to
reduce the risk of t'ecurrence of apparent violations in the future.
b. Risk Assessment:
i. Respondent conducts an OF AC risk assessment in a manner, and with a
frequency, that adequately accounts for potential sanctions compliance risks.
Such risks could be posed by its clients and customers, products, services,
supply chain, intermediaries, counterparties, transactions, or geographic
locations, depending on the nature of the organization.
11. Respondent has developed a methodology to identify, analyze, and address
the particular risks. The risk assessments will be updated to account for the
conduct and root causes of any apparent violations or systemic deficienc_ies
identified by Respondent during the routine course of business, for example,
through a testing or audit function.
iii. Specifically, Respondent has implemented new compliance policies and
procedures that require annual enterprise-wide risk assessment to identify and
mitigate compliance risks, including sanctions risk.
c. Internal Controls:
1. Respondent has designed and implemented written policies and procedures
outlining its sanctions compliance program. These policies and procedures
are relevant to the organization, capture Respondent's day"-to-day operations
and proc.edures, are easy to follow, and designed to prevent employees from
engaging in misconduct.
11. Respondent has implemented internal controls that adequately address the
result_s of its sanctions risk assessment and profile. These internal controls
should enable Respondent to clearly and effectively identify, interdict,
escalate, and report to appropriate personnel within the organization
transactions and activity that may be prohibited by OF AC. To the extent
information technology solutions factor into Respondent's internal controls,
Respondent has selected and calibrated the solutions in a manner that is
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appropriate to address Respondent's risk profile and compliance needs, and
Respondent routinely tests the solutions to ensure effectiveness.
111. Respondent will enforce the policies and procedures it implements as part of
its sanctions compliance internal controls through regular internal or external
audits.
iv. Respondent's OF AC-related recordkeeping policies and procedures will
adequately account for its requirements pursuant to the sanctions programs
administered by OFAC .
v. Upon learning of a weakness in its internal controls pertaining to sanctions
compliance, Respondent will take immediate and effective action, to the
extent possible, to identify and implement compensating controls until the
root cause of the weakness can be determined and remediated.
vi. Respondent has clearly communicated the sanctions compliance program's
policies and procedures to all relevant staff, including personnel within the
sanctions compliance program, as well as relevant gatekeepers and business
units operating in high-risk ar_eas (e.g., customer acquisition, payments, sales,
etc.) and to external parties performing sanctions compliance responsibilities
on behalf of Respondent.
v11. Respondent has appointed personnel to integrate the ·sanctions compliance
program's policies and procedures into Respondent;s daily operations. This
process includes consultations with relevant business units and confirms that
Respondent's employees understand the policies and procedures.
viii. Specifically, Respondent has revised and updated compliance policies and
procedures, to include the use of improved internal controls such as user and
transaction-level screening, geolocation tools, and additional risk-based know-
your-customer due diligence, and other reviews of new and existing users. In
addition, Respondent has conducted lookback reviews of users to identify and
oftboard users from the United States as well as sanctioned j urisdictions.
d. Testing and Audit:
1. Respondent will ensure that the testing or audit runt:Lion is al:countable to
senior management, is independent of the audited activities and functions, and
has sufficient authority, skills, expertise, resources, and authority within the
organization.
11. Respondent will ensure that it employs testing or audit procedures appropriate
to the level and sophistication of its sanctions compliance program and that
this function, whether deployed internally or by an external party, reflects a
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comprehensive and objective assessment of Respondent's sanctions-related
risks and internal controls.
111. Respondent will ensure that, upon learning of a confirmed negative testing
result or audit finding pertaining to its sanctions compliance program, it will
take immediate and effective action, to the extent possible, to identify and
implement compensating controls until the root cause of the weakness can be
determined and remediated.
iv. Specifically, Respondent will contract with third-party firms to complete
audits and reviews of Respondent's internal controls, policies, and procedures.
e. Training:
i . Respondent will ensure that its OF AC-related training program provides
adequate information and instruction to employees and, as appropriate,
.stakeholders (for example, clients, suppliers, business pa11ners, and
counterparties) in order to support Respondent's sanctions compliance effo1ts .
ii. Respondent will provide OF AC-related training with a scope that is
appropriate for the products and services that Respondent offers; the
customers, clients, and partner relationships it maintains; and the geographic
regions in which it operates.
111. Respondent will provide OF AC-related training with a frequency that is
appropriate based on its OFAC risk assessment and risk profile and, at a
minimum, at least once a year to all relevant employees.
iv. Upon learning of a confirmed negative testing result or aud it fi!1din.g, or other
deficiency pertaining to its sanctions compliance program, Respondent will
take immediate and effective action to provide training to relevant personnel.
v. Respondent will ensure that its training program includes easily accessible
resources and materials that are available to all applicable personnel.
vi. Specifically, Respondent has provided enhanced training for its em ployees
both internally and by contracting with third-party firms.
f. Cooperation with OFAC: Respondent agrees to cooperate fully with OFAC in
any and all matters under investigation by OFAC, including any investigation of
Respondent, its subsidiaries or affi Iiates, or any of its present or former officers,
directors, employees, agents, and consultants, or any other party. Respondent
agrees that its cooperation pursuant to this paragraph shall include, but not be
limited to, timely providing upon request, as determined by OFAC, any
information, testimony, document, record, or other tangible evidence about which
OFAC may inquire of Respondent, as well as making available for interviews or
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testimony any present or former officers, directors, employees, agents, and
consultants of the Respondent to the extent permitted by law. This obligation
includes, but is not limited to, sworn testimony pursuant to an administrative
subpoena or a request for information. Respondent further agrees that it shall
timely and truthfully disclose, as determined by Of AC, all evidence and factual
information related to any conduct or activities of Respondent, its subsidiaries and
affiliates, and those of its present and fotmer directors, officers, employees,
agents, and consultants, that may constitute a violation of U.S. economic
sanctions.
g. Independent Compliance Monitor: Respondent unde1takes to engage_an
Independent Compliance Monitor (the "Monitor") for a five-year term pursuant to
the provisions set fo1th in the consent order between Respondent and the
Financial Crimes Enforcement Netwol'k (FinCEN), dated on or around November
21, 2023, and in the plea agreement, dated on or around November 21, 2023.
Respondent agrees that its undertakings and obligations with respect to the
Monitor under the FinCEN consent order and the plea agreement are incorporated
by reference into this Agreement as a Compliance Commitment. Respondent
further agrees that the Monitor's mandate under the FinCEN consent order and
the plea agreement shall include review and assessment of Respondent's
compliance with U.S. economic sanctions and the effectiveness of Respondent's
sanctions compliance program, and its adherence to the above Compliance
Commitments. Accordingly, Respondent agrees that each of the Monitor's work
plans, reviews, and reports during the applicable term of the Monitor's
engagement shall address, among other things, the Monitor's review and
assessment of Respondent's sanctions compliance program, including
Respondent's adherence to the Compliance Commitments described herein.
h. Annual Certification: On an annual basis, for a period of five years, sta1ting
from l 80 days after the date this Agreement is executed, a senior-level executive
of Respondent shall submit to OFAC a written explanation that provides
substantive details regarding how Respondent is meeting all the Compliance
Commitments detailed in this Subparagraph 2.C of this Agreement, including its
unde11aking with respect to the Monitor.
D. Should OF AC 'have reason to believe that a material breach of, or misrepresentation
in or pursuant to, this Agreement has occurred, including due to a failure to
specifically perform or fulfill completely each of Respondent's'Compliance
Commitments, OFAC shall provide written notice to Respondent of the breach or
misrepresentations and provide Respondent with 45 days from the date of
Respondent's receipt of such notice, or longer as determined by OFAC, to provide a
response demonstrating that no material breach or misrepresentation has occurred or
that any breach or misrepresentation has been cured .
£. If, after receiving such response, OFAC determines, in its sole discretion, that a
material breach of, or misrepresentation in; or pursuant to, this Agreement has
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occurred, including due to a failure to specifically perform or fulfill completely each
of Respondent's Compliance Commitments, OfAC wjll provide notice to Respondent
of its determination. In such event, OFAC may re-open its investigation with respect
to the Apparent Violations and may seek to impose on Respondent a civil m9netary
penalty in a11 amount up to the applicable statutory maximum. Any such
investigation may be premised on information provided by Respondent or its present
or former officers, directors, employees, agents, and consultants, or any other party.
F. The statute of limitations applying to the Apparent Violations shall be deemed tolled
until a date 360 days following Respondent's receipt of notice ofOFAC's
determination that a breach of, or misrepresentation in, this Agreement has occurred.
G. Should the Respondent engage in any violations of the sanctions laws and regulations
administered by OFAC- including those that are either apparent or alleged -
OF AC may consider Respondent's sanctions history, or its failure to employ an
adequate sanctions compliance program or appropriate remedial measures, associated
with this Agreement as a potential aggravating factor consistent with the Economic
Sanct_ions Enforcement Guidelines, 31 C.F.R. part 50 I, Appendix A.
3. This Agreement does not constitute a final agency determination that a violation has
occurred and shall not in any way be construed as an admission by Respondent .that
Respondent engaged in the Apparent Violations.
4. This Agreement has no bearing on any past, present, or future OF AC actions, including
the imposition of civil monetary penalties, with respect to any activities by Respondent
other than those set forth in the Apparent Violations.
5. OFAC may, in its sole discretion, post on OFAC's website this entire Agreement and/or
issue a public statement about the factors of this Agree1nent, including the identity of any
entities involved, the settlement amount, and a brief description of the Apparent
Violations.
6. The certifications to OFAC required under this Agreement shall be submitted to OFAC by
email at OFA C Compliance [email protected], addressed to Assistant Director,
Enforcement Division, Office of Foreign Assets Control, Freedman's Bank Buifding, U.S.
Department of the Treasury, 1500 Pennsylvania Avenue, NW, Washington, DC 20220.
7. This Agreement consists of 12 pages and expresses the complete understanding of OF AC
and Respondent regarding resolution of OFAC's enforcement matte,: involving the
Apparent Violations. No· other agreements, oral or written, exist between OF AC and
Respondent regarding resolution of this matter.
8. Respondent agrees that if a court of competent jurisdiction consi~ers any of the provisions
of this Agreement unenforceable, such unenforceability does not renderthe entire
Agreement unenforceable. Rather, the entire Agreement will be construed as if not
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containing the partic(tlar unenforceable provision(s), and the rights and obligations of
Of AC and Respondent shall be construed and enforced accordingly.
9. This Agreement shall inure to the benefit of and be binding on each party, as well as its
respective successors or assigns. Respondent agrees that the provisions of this Agreement
are binding on its owners, officers, employees, agents, representatives, affiliates,
successors, assigns, and transferees to whom Respondent agrees to provide a copy of the
executed Agreement. Should Respondent seek to sell, merge, transfer, or assign its
operations, or any portion thereof, that are the subject of this Agreement, Respondent
must, as a condition of sale, merger, transfer, or assignment obtain the written agreement
. of the buyer, merging entity, transferee, or assignee to comply with this Agreement.
I 0. Respondent's Duly Authorized Representative, by signing this Agreement, hereby
represents and warrants that the Duly Authorized Representative has full power and
authority to execute and agree to this Agreement for and on behalf of Respondent, and
fu11her represents and warrants that Respondent agrees to be bound by the terms and
conditions of this Agreement.
. ,r .
Respondent accepts the terms of this Agreement on this ~ clay of November, 2023
s ;~ --
Respondent's Printed N arne ( or in the case of an
entity, the name of Respondent's Duly Authorized
Representative)
Pee" r ~ 6~1-1 er-~<
C t:Pef~ trc.
Printed Title of espondent's Duly Authorized
Representative and Name of Entity (if applicable)
Please check this box if you have not enclosed payment with this Agreement and will instead be paying or
have paid by electronic funds transfer (see paragraph 2(A}(ii) and the EFT Instructions enclosed with this
Agreement).
. h Digitally signed by Bradley T.
Bra d Iey T. Smit Smith
Date: 2023.11.21 12:43:55 -os·oo·
Date: November 21, 2023
Bradley T. Smith
Director
Office of Foreign Assets Control
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