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OFAC Compliance Notice

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OFAC COMPLIANCE NOTICE

This OFAC Compliance Notice (the Notice) is delivered as of by and between Company Name: with principal address: (Company), and Counterparty Name: with principal address: (Counterparty). The Company and the Counterparty are each a Party and collectively the Parties.

RECITALS

WHEREAS, the Parties contemplate entering into one or more transactions, contracts or arrangements described as: (the Transaction); and

WHEREAS, the Parties acknowledge that each Party must comply with economic sanctions and trade restrictions administered and enforced pursuant to applicable sanctions laws and regulations (collectively, Sanctions), including those administered by the United States government; and

WHEREAS, the Parties desire to set forth certain representations, warranties, covenants and procedures related to Sanctions compliance in connection with the Transaction.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Notice: (a) "Sanctions" means all economic sanctions, trade embargoes, trade restrictions and other similar measures administered or enforced by any government authority having jurisdiction over a Party, including prohibitions on dealings with specified persons or jurisdictions; and (b) "Sanctioned Person" means any person, entity or jurisdiction designated, listed or otherwise subject to restrictions under applicable Sanctions.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that, as of the date of this Notice and throughout the term of any Transaction:

(a) It is not a Sanctioned Person and is not owned or controlled, directly or indirectly, by any Sanctioned Person; and

(b) It does not perform services or transact business, and will not perform services or transact business in connection with the Transaction, in or with any jurisdiction that is the subject of a comprehensive trade embargo or where such activity would be prohibited by applicable Sanctions.

Each Party certifies the following (check applicable box(es)):

Company certifies it is not a Sanctioned Person and will not cause the Company to engage in Prohibited Activity.

Counterparty certifies it is not a Sanctioned Person and will not cause the Counterparty to engage in Prohibited Activity.

3. COMPLIANCE OBLIGATIONS

Each Party shall (i) maintain policies and procedures reasonably designed to ensure compliance with applicable Sanctions; (ii) screen counterparties, beneficial owners and payment parties against applicable Sanctions lists prior to entering into or continuing any Transaction; and (iii) refrain from any action that would cause the other Party to be in violation of applicable Sanctions.

If either Party becomes aware, or reasonably suspects, that any person or entity involved in the Transaction is a Sanctioned Person, that Party shall immediately suspend performance with respect to the affected transaction component and notify the other Party in writing in accordance with the Notices section below.

4. NOTIFICATION AND COOPERATION

Each Party shall promptly notify the other upon becoming aware of any actual or threatened investigation, designation, listing or proceeding by any relevant authority alleging a breach of Sanctions or involvement with a Sanctioned Person that relates to the Transaction.

5. SUSPENSION, TERMINATION AND REMEDIES

If a Party breaches a representation, warranty or covenant in this Notice with respect to Sanctions, the non-breaching Party may suspend its obligations, refuse performance, and terminate any related Transaction upon written notice to the breaching Party without liability for such suspension or termination. Termination and other remedies are cumulative and do not exclude any other remedies at law or in equity.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from such Party's breach of its obligations or misrepresentations under this Notice, including any liability arising from violations of Sanctions.

7. CONFIDENTIALITY

Information exchanged between the Parties in connection with Sanctions screening, due diligence and notifications shall be treated as confidential in accordance with any existing confidentiality agreement between the Parties or, absent such agreement, shall not be disclosed except as required by applicable law or governmental request.

8. NOTICES

All notices required or permitted under this Notice shall be in writing and delivered to the respective compliance contact provided above or to the following notice addresses:

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Notice may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Notice may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. This Notice constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings related to Sanctions compliance in connection with the Transaction. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. MISCELLANEOUS

The Parties acknowledge that compliance with applicable Sanctions is a continuing obligation and that any payment instructions, beneficiary details or other transactional changes that could affect screening must be communicated promptly. The Parties shall cooperate in good faith to resolve any potential Sanctions-related issues.

Company Printed Name:

By:

Date:

Counterparty Printed Name:

By:

Date:

Enter text✕

What an OFAC Compliance Notice Is

An OFAC Compliance Notice documents that a party screened parties, transactions, or counterparties against U.S. sanctions lists administered by the Office of Foreign Assets Control (OFAC) and the outcome of that screening. It typically records the screening date, lists checked (SDN, FSE, other listings), the screening method, and a statement of whether any match, hit, or potential match occurred and what follow-up actions were taken. The notice helps demonstrate a records trail for internal controls and for regulatory or audit review.

Why an OFAC Compliance Notice Matters

An OFAC Compliance Notice creates a clear, auditable record that screening occurred and documents follow-up decisions, supporting regulatory compliance and internal risk management.

Why an OFAC Compliance Notice Matters

Who typically prepares and receives this notice

Compliance, legal, treasury, and onboarding teams most commonly prepare OFAC Compliance Notices as part of customer or vendor screening.

  • Compliance officers and sanctions analysts: record screening methodology and resolution details for matches.
  • Onboarding and KYC teams: attach notice to client onboarding files and contract records.
  • Legal and audit recipients: review notices to confirm adherence to internal policies and regulatory obligations.

Notices are retained by compliance records, shared with internal stakeholders, and provided externally to auditors or regulators when requested.

Core elements to include in a professional notice

A consistent structure makes each notice useful for audits and investigations. Include identifiers, screening scope, results, actions taken, reviewer identity, and retention instructions to make the record actionable and defensible.

Identifiers

Customer or counterparty legal name, aliases, TIN or other unique identifiers to enable later correlation.

Screening Scope

Which lists and databases were searched (e.g., SDN, FSE, Consolidated Sanctions List) and search criteria used.

Date and Method

Exact date/time of screening and whether automated, manual, or both methods were used.

Result Summary

Outcome: no hit, potential match, confirmed match; include evidence or notes supporting the determination.

Action Taken

Blocking, escalation to legal, enhanced due diligence, transaction refusal, or filing as required.

Reviewer Details

Name, role, contact, and signature or authentication record of the person certifying the finding.

Mandatory data fields for clarity and auditability

Notice Date: MM/DD/YYYY timestamp of screening
Subject Name: Full legal name and known aliases
Identifier: TIN, passport, or client ID
Lists Searched: SDN, FSE, other lists named
Outcome: No hit / Potential match / Confirmed match
Reviewer: Reviewer name and role

Step-by-step: completing an OFAC Compliance Notice

Follow a clear sequence to capture screening evidence, decisions, and reviewer authentication in a single, auditable record.

  • 01
    1. Identify party: Record full legal name and identifiers
  • 02
    2. Run screening: Search SDN and other relevant lists
  • 03
    3. Document result: Note hit status and supporting details
  • 04
    4. Record action: Log escalation, blocking, or approval

Configuring an online OFAC screening workflow

Set up consistent automated checks and manual review handoffs to reduce errors and preserve evidence of screening activity.

Field Configuration
Auto-Screening Enable automated SDN and sanctions list lookup
Alert Threshold Define confidence score to trigger manual review
Escalation Path Route potential matches to legal/compliance
Audit Capture Store timestamp, IP, reviewer, and screening report

Where the notice goes and who receives it

Establish distribution so notices are accessible to relevant teams and preserved for compliance reviews.

  • Compliance File: Attach notice to the customer compliance record
  • Legal Review: Send potential matches to legal counsel
  • Transaction Hold: Inform treasury or payments desk when blocking action required
  • Audit Archive: Retain signed notice in secure records system

Digital signing, storage, and integration considerations

Use platforms that capture an unalterable audit trail and meet applicable security standards for sensitive compliance records.

  • Format Support: PDF, PDF/A, DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: AES-256 at rest, TLS 1.2/1.3

Timing expectations and when to create the notice

Create an OFAC Compliance Notice at the time of initial onboarding and again when a new transaction or alert triggers a screening event.

Onboarding Screening:

Before account activation or contract execution

Transaction Screening:

Prior to settlement or payment processing

Alert Follow-up:

Immediately upon a potential or confirmed match

Periodic Re-screening:

At regular intervals defined by policy, e.g., annually

Audit Production:

Available within required retention windows

Common mistakes to avoid when preparing a notice

  • Incomplete identifiers that prevent reliable match resolution and increase false positives.
  • Vague screening source descriptions that obscure what lists or databases were consulted.
  • Failure to capture reviewer identity and timestamp, undermining auditability.
  • Not preserving the screening report or audit trail in a tamper-evident format.

Risks and legal consequences of poor documentation

OFAC Penalties: Civil fines and enforcement actions
Transactional Risk: Blocked or reversed payments
Reputational Harm: Negative publicity and partner distrust
Regulatory Scrutiny: Extended investigations and audits
Contractual Exposure: Breach of warranty or indemnity provisions
Operational Loss: Delays and increased compliance costs

Representative eSignature vendor comparison for managing notices

Basic pricing and capability differences influence per-notice costs and suitability for secure, auditable OFAC notice workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (premium tier) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes No No

Common questions about OFAC Compliance Notices

Answers to frequent questions about when to create a notice, what it should contain, and how to preserve it for audits.


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