SEC Non-Prosecution Agreement: Akamai Technologies, Inc.

UNITED STATES OF AMERICA 
SECURITIES AND EXCHANGE COMMISSION 
NON-PROSECUTION AGREEMENT 
1. In connection with an investigation by the Division of Enforcement ("Division") 
relating to possible violations of the books and records and internal accounting controls 
provisions 
of the Foreign Corrupt Practices Act from at least 2012 through 2015 
("Investigation"), the United States Securities and Exchange Commission 
("Commission") and Akamai Technologies, Inc. ("Respondent") enter into this non-
prosecution agreement 
("Agreement") on the following terms and conditions: 
COOPERATION 
2. The Respondent, a corporation organized and operating under the laws of 
Delaware agrees to cooperate fully and truthfully in the Investigation and any other 
related enforcement litigation or proceeding to which the Commission is a party (the 
"Proceedings"), regardless of the time period in which the cooperation is required. In 
addition, the Respondent agrees to cooperate fully and truthfully, when directed by the 
Division's staff, in an official investigation or proceeding by any federal, state, 
or self-
regulatory organization 
("Other Proceedings"). The full, truthful, and continuing 
cooperation 
of the Respondent shall include, but not be limited to: 
a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials to the Commission as requested by the 
Division's staff, wherever located, in the possession, custody, 
or control of the 
Respondent; 
b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 3, 
of current and former directors, officers, 
employees and agents, including making these persons available, when requested to do so 
by the Division's staff, at its expense, for interviews and the provision 
of testimony in the 
investigation, trial and other judicial proceedings in connection with the Proceedings or 
Other Proceedings; and 
c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period 
of cooperation. 
3. The full, truthful, and continuing 
cooperation of each person described in 
Paragraph 2 above will be subject to the procedures and protections of this paragraph, 
and shall include, but not be limited to: 
a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 

b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 
c. responding to all inquiries, when requested to do so by the Division's 
staff, in connection with the Proceedings or 
Other Proceedings; and 
d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's 
staff,· in connection with the Proceedings or Other Proceedings. 
UNDERTAKINGS 
4. The Respondent understands and agrees to perform the following undertakings: 
a. to pay disgorgement obtained or retained as a result of the violations 
discovered during the Investigation, without reimbursement or indemnification from any 
source, in the amount 
of $652,452, together with prejudgment interest thereon in the 
amount 
of $19,433 within 15 days. Payment may be made directly from a bank account 
via Pay.gov through the SEC website at htto://www.sec.gov/about/offices.ofm.htm. 
Payment may also be made by certified check, bank cashier's check, or United States 
postal money order payable to the Securities and Exchange Commission, which shall be 
delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, 
OK 73169 
along with a letter identifying the Respondent and specifying that the payment is made 
pursuant to a non-prosecution agreement entered into with the Commission 
on June 7, 
2016, and send an additional copy of the letter and check in accordance with the service 
requirements 
of Paragraph 7; 
PUBLIC STATEMENTS 
5. After this Agreement is executed, the Respondent agrees not to take any action or 
to make or permit any public statement through present or future attorneys, employees, 
agents, or other persons authorized to speak for it, except in legal proceedings in which 
the Commission is not a party, denying, directly 
or indirectly, the factual basis of any 
aspect 
of this Agreement. This paragraph is not intended to apply to any statement made 
by an individual in the course 
of any criminal, civil, or regulatory proceeding initiated by 
the government or self-regulatory organization against such individual, unless such 
individual is speaking on behalf 
of the Respondent. If it is determined by the 
Commission that a public statement by the Respondent or any related person contradicts 
in whole or 
in part this Agreement, at its sole discretion, the Commission may bring an 
enforcement action in accordance with Paragraphs 8 through 
10. 

6. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text 
of the release approved by the staff of the Division. 
SERVICE 
7. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Paul G. Block, 
Assistant Regional Director, Foreign Corrupt Practices Act 
Unit, United States Securities 
and Exchange Commission, 33 Arch Street, 
24th Floor, Boston, MA 02110, (617) 573-
8912, unless otherwise directed in writing by the staff 
of the Division. 
VIOLATION OF AGREEMENT 
8. The Respondent understands and agrees that it shall be a violation of this 
Agreement 
if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other 
·Proceedings. In the event of such misconduct, 
the Division will advise the Commission 
of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 
U.S.C. § 1001), contempt (18 
U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 
9. The Respondent understands and agrees that it shall be a violation of this 
agreement 
if it violates the federal securities laws after entering into this agreement. It is 
further understood and agreed that should the Division determine that 
it has failed to 
comply with any term 
or condition of this Agreement, the Division will notify the 
Respondent 
or its counsel of the fact and provide an opportunity for the Respondent to 
make a submission consistent with the procedures set 
forth in the Securities Act of 1933 
Release No. 
5310. Under these circumstances, the Division may, in its sole discretion 
and not subject to judicial review, recommend to the Commission an enforcement action 
against the Respondent for any securities law violations, including, but not limited to, the 
substantive offenses relating to the Investigation. Nothing in this agreement limits the 
Division's discretion to recommend to the Commission an enforcement action against the 
Respondent for future violations 
of the federal securities laws, without notice, to protect 
the public interest. 
10. The Respondent understands that if it fails to make any payment by the date 
agreed and/or in the amount agreed according to the schedule set forth above, all 
outstanding payments under this Agreement, minus any payments made, shall become 
due and payable immediately 
at the discretion of the staff of the Commission. 
11. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation 
of the Agreement, any documents, statements, information, 
testimony, 
or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived there from, may be used against it in future legal proceedings. 

12. The Respondent understands and agrees that any enforcement action brought by 
the Commission following the Respondent's violation 
of the Agreement that would not 
have been time-barred by the applicable statute of limitations if brought on the date of the 
execution 
of this Agreement, may be commenced against the Respondent, 
notwithstanding the expiration 
of the statute of limitations between the signing of this 
Agreement and the commencement 
of such action. 
13. In the event it breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements contained in Exhibit A, 
or their admissibility, 
in any future Commission enforcement action against it. 
COMPLIANCE WITH AGREEMENT 
14. Subject to the full, truthful, and continuing cooperation of the Respondent, as 
described in Paragraphs 2 and 3, and compliance with all obligations and undertakings in 
the Agreement, the Commission agrees not to bring any enforcement action or 
proceeding against the Respondent arising from the Investigation. This agreement should 
not, however, be deemed exoneration 
of the Respondent or to be construed as a finding 
by the Commission that no violations 
of the federal securities laws have occurred. 
15. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extent 
of its 
cooperation during the Proceedings or 
Other Proceedings, upon the written request of the 
Respondent. 
16. The Respondent understands and agrees that 
if it sells, merges, or transfers all or 
substantially all 
of its business operations as they exist as of the date of this Agreement, 
whether such a sale is structured as a stock or asset sale, merger, 
or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser 
or successor in interest to the obligations set forth in this 
Agreement. Furthermore, the protections arising from this Agreement will not apply to 
purchasers 
or successors in interest unless such purchaser or successor enters into a 
written agreement, on terms acceptable to the Division, agreeing to assume all the 
obligations set forth in this Agreement. 
17. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations or any individual or entity other than the Respondent. 
VOLUNTARY AGREEMENT 
18. The Respondent's decision to enter into this Agreement is freely and voluntarily 
made and is not the result 
of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 

19. The Respondent read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects 
of this matter with its attorney and 
is fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph 
of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 
20. The Respondent represents that its Board 
of Directors has duly authorized, in the 
resolution attached as Exhibit B, the execution and delivery 
of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 
ENTIRETY 
OF AGREEMENT 
21. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, 
if any, whether oral or written, 
relating to the subject matter herein. 
22. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative 
of the Commission. 
23. In the event an ambiguity or a question 
of intent or interpretation arises, this 
Agreement shall be construed as 
if drafted jointly by the parties hereto, and no 
presumption 
or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue 
of the authorship of any of the provisions of the Agreement. 
[Remainder 
of page intentionally left blank] 

The signatories below acknowledge acceptance of the fore going terms and conditions. 
RESPONDENT 
Melanie Haratunian 
Executive Vice 
President, General Counsel 
and Corporate Secretary 
Akamai Technologies, Inc. 
150 Broadway 
Cambridge, 
MA 02142 
On jy) ~ , 3 , 2016, Melanie Haratunian, a person known to me, personally 
appeared 
b~;e me and acknowledged executing the fo regoing agreement with full authority to 
do so on behalf of Akamai Technologies, Inc. as its General Counsel and pursuant to the attached 
Resolution 
of the Board of Directors. 
C!an-1 C/. ~, eof0r~ 
Notary Public 
State: /)Jass Cf c,,h_u ~tts 
Commission number: /1/ J 4 
CAROL A. N Cv1o"'"" 
Notary Pubffc 
COIMlllWUlllj CF. tlllilMOllUll11'Td 
My CommiNion Expirea 
March 12, 2021 . 
Commission expiration: --7J1ard ,(),
1 
;;;.oz._ J 
RESPONDENT'S COUNSEL 
Approved as to form: 
Ap: I 2 ~, 2.o/t:, 
Date 
RyanROh: 
Kim Nemirow 
Ropes & Gray LLP 
(617) 951-7000 
---
SECURITIES AND EXCHANGE COMMISSION 
DIVISION 
OF ENFORCEMENT 
Date 
Kara Novaco Brockmeyer 
Unit Chief, Foreign Corrupt Practices Act Unit 

EXHIBIT A 
STATEMENT OF FACTS 
If this case had gone to trial, the Secwities and Exchange Commission 
("Commission") would have presented evidence sufficient to prove the following facts: 
Akamai Technologies, Inc. 
1. Akamai Technologies, Inc. (" Akamai" or "the company") is incorporated 
in Delaware with its principal place 
of business in Cambridge, Massachusetts. Akamai 
provides cloud services for delivering, optimizing and 
seeming online content and 
business applications over the internet 
("internet capacity and services") and maintains 
operations 
in North America, Europe, and China. Akamai's stock is registered pursuant 
to Section l 2{b) 
of the Securities Exchange Act of 1934 ("Exchange Act"), and it is listed 
on the NASDAQ Global Select Market. 
2. Akamai (Beijing) Technologies, Co. Ltd. 
("Akamai-China") is a wholly-
owned subsidiary 
of Akamai located in Beijing, China. Akamai-China provides technical 
and sales support to its local Chinese channel partners for content delivery services, 
which are resold by the channel partners in China. 
Bribes Paid to Chinese Government Officials 
3. Under China's regulatory system, Akamai-China is required to contract 
with third-party channel partners to deliver its services to end customers. From 
at least 
2013 through 2015, an Akamai-China Regional Sales Manager (the "Regional Sales 
Manager") schemed with an Akamai-China channel partner (the 
"Channel Partner") to 
bribe employees 
of three end customers, two of which were Chinese state owned entities, 
to obtain and retain business. The bribes were paid to induce the end customers' 
employees, including the employees 
of the Chinese state owned entities (hereinafter the 
"Chinese government officials"), to contract to purchase up to I 00 times more network 
capacity from the Channel 
Partner than each company actually needed. The Channel 
Partner would in turn purchase this capacity from Akamai-China, add its own markup, 
and sell the capacity to the end customers. 
4. To effectuate the scheme, the Channel 
Partner paid monies to the Regional 
Sales Manager's (or his nominees') accounts. The Regional Sales Manager then paid a 
portion 
of these funds, and also provided expensive gifts, to employees of the three end 
customers. Overall, the Regional Sales Manager paid approximately 
$155,500 to 
employees 
of end customers, including approximately $38,500 in cash to Chinese 
government officials. 
5. During the same time period, employees 
of Akamai-China routinely 
provided improper gifts and entertainment to employees 
of its end customers, some of 

whom were Chinese government officials, to obtain or retain business. The gifts and 
entertainment given to Chinese government officials totaled approximately 
$32,000 and 
were provided in violation 
of Akamai' s corporate governance and internal accounting 
controls policies. Akamai-China improperly recorded the gifts and entertainment to 
Chinese government officials as legitimate business expenses. 
Akamai's Inadequate Internal Accounting Controls 
and Inaccurate Books and Records 
6. As evidenced by Akamai-China's improper payments to employees of end 
customers, Akamai failed to devise and maintain a system 
of internal accounting controls 
at Akamai-China sufficient to provide reasonable assurances, among other things, that 
transactions were executed in accordance with management's general 
or specific 
authorization and transactions were recorded as necessary to maintain accountability for 
assets. Akamai' s internal accounting control failures included: the lack 
of formalized due 
diligence of China-based channel partners; the failure to proactively exercise audit rights 
to ensure compliance with anti-bribery policies; failure to monitor 
or review customer 
usage in high-risk regions; failure to translate anti-bribery and anti-corruption policies 
into Mandarin; inadequate employee training on compliance and anti-bribery policies; 
and the lack 
of effective procedures for reviewing and approving business entertainment. 
Akamai's internal accounting control failures allowed Akamai-China's bribery scheme to 
go undetected. 
7. Akamai-China's books and records were inaccurate because Akamai-
China had made improper payments, in the form 
of gifts and entertainment, which were 
inaccurately recorded as legitimate business expenses. Akamai-China's books and 
records were subsequently consolidated with Akamai's books and records, rendering 
Akamai' s books and records inaccurate. 
Akamai's Self-Report 
8. Akamai promptly self-reported the misconduct to the Division of 
Enforcement and conducted a timely and thorough investigation. Akamai discovered the 
violations in late December 
2014 when it received a complaint from an Akamai-China 
sales representative alleging that the Regional Sales Manager had received improper 
payments from channel partners and had made improper payments to end customer 
employees to secure business. Within weeks, Akamai voluntarily disclosed its 
investigation to the Commission staff and the Department 
of Justice. 
Remedial Measures and Cooperation 
9. Akamai took immediate action to end the illicit payments and 
implemented significant remedial measures. Shortly after being interviewed by Akamai, 
the Regional Sales Manager involved in the misconduct was placed 
on administrative 
leave, and then later resigned in April 
2015. Subsequently, the company also terminated 

its relationship with the Channel Partner. Akamai also comprehensively reviewed its 
then existing compliance program and undertook corrective action to enhance its 
compliance program and ensure that its employees around the globe were receiving 
adequate training. As part 
of its remedial efforts, Akamai: (i) implemented 
comprehensive due diligence processes for channel partners, including engaging 
an 
outside consultant to conduct channel partner risk assessments; (ii) strengthened its anti-
corruption policies; (iii) implemented enhanced compliance monitoring functions and 
structures, such as naming a Chief Compliance Officer and staffing a global team 
of 
dedicated compliance professionals in Europe, the U.S., and Asia; (iv) provided extensive 
mandatory in-person and on-line trainings on FCPA and anti-corruption policies to its 
employees around the globe in appropriate languages; and (v) enhanced its travel and 
expense control requirements in China, including requiring more detailed expense 
descriptions and supporting documentation and appointing an independent function with 
Chinese language capability to review and approve expense claims. 
I 
0. Akamai provided comprehensive, organized, and real-time cooperation 
with the staff 
of the Enforcement Division during the course of its internal investigation, 
including: (i) sharing the detailed findings 
of its internal investigation, including the 
results 
of its audits of its Chinese channel partners, analyses of customer usage versus 
purchased capacities, summaries 
of witness interviews, and factual chronologies and 
supporting documentation; (ii) identifying and presenting relevant documents to the staff; 
(iii) timely updating the staff with additional findings when its investigation uncovered 
new information; (iv) proactively updating the staff 
on its remedial measures, including 
updates to its compliance policies and procedures; (v) voluntarily translating documents 
from Chinese into English; and (vi) voluntarily making witnesses available for interviews 
and testimony. 

AKAMAI TECHNOLGIES, INC. CERTIFICATE OF CORPORA TE RESOLUTION 
I,  Melanie Haratunian, do he reby certify that I am the duly elected , qua lified and acting 
Executive Vice 
President, General Counsel and Corp orate Secretary of Akamai Technologies, 
Inc. 
("Akamai"), a  Delaware corporat ion, and that the  following is a complete and accurate copy 
of a  resolution adopted  by the Board of Directors of Akama i (the " Board of Directors"), o r a duly 
constituted committee thereof purs uant to authority delegated to it by  the Board of Directors, by 
unanimous written 
consent effective as of May  3, 2016: 
RESOLVED: That General Counsel of the Corporatio n, be and hereby is authorized to 
act 
on behalf of the Corporatio n, and in her sole di sc retion, to  negotia te, approve, and 
make the offer 
of settlement of the Corporation, attache d  here to , to the  United  States 
Securiti
es and Excha nge Commission ("Commiss  io n") in connection  w ith the 
investigatio n conducted by  the Commiss ion; in this connectio n,  the aforementio ned 
Officer be and here by  is  authorized  to  unde rtake s uch actions as s he  may deem  necessary 
a nd adv isable, including the execution 
of s uch documentation as may  be required by the 
Commissio n, in orde r to 
carry out the  foregoing. 
I fu rther ce
rtify  that the aforesaid resolution has not been amended or revoked in a ny respect and 
remains in 
full force and effect. 
JN WITNESS WHEREOF, I have executed this Certificate as a sealed instrume nt this 3rd day of 
May, 2016. 
~ ~ CAROL A. NfCOLORA 
1& Notary Pub/le I 
1.I, ~nt cw MASIAcHusms 
I W1 My Comm;,.,,, e.p;,., 
March 12. 20
21 
By 
e lanie  Haratunian 
Executive 
Vice President, General 
Counsel and 
Corpo rate Secretary 
Akamai Technologies,  Inc. 

UNITED STATES OF AMERICA 
SECURITIES AND EXCHANGE COMMISSION 

NON-PROSECUTION AGREEMENT 

1. In connection with an investigation by the Division of Enforcement ("Division") 
relating to possible violations of the books and records and internal accounting controls 
provisions of the Foreign Corrupt Practices Act from at least 2012 through 2015 
("Investigation"), the United States Securities and Exchange Commission 
("Commission") and Akamai Technologies, Inc. ("Respondent") enter into this non­
prosecution agreement ("Agreement") on the following terms and conditions: 

COOPERATION 

2. The Respondent, a corporation organized and operating under the laws of 
Delaware agrees to cooperate fully and truthfully in the Investigation and any other 
related enforcement litigation or proceeding to which the Commission is a party (the 
"Proceedings"), regardless of the time period in which the cooperation is required. In 
addition, the Respondent agrees to cooperate fully and truthfully, when directed by the 
Division's staff, in an official investigation or proceeding by any federal, state, or self­
regulatory organization ("Other Proceedings"). The full, truthful, and continuing 
cooperation of the Respondent shall include, but not be limited to: 

a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials to the Commission as requested by the 
Division's staff, wherever located, in the possession, custody, or control of the 
Respondent; 

b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 3, of current and former directors, officers, 
employees and agents, including making these persons available, when requested to do so 
by the Division's staff, at its expense, for interviews and the provision of testimony in the 
investigation, trial and other judicial proceedings in connection with the Proceedings or 
Other Proceedings; and 

c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period of cooperation. 

3. The full, truthful, and continuing cooperation of each person described in 
Paragraph 2 above will be subject to the procedures and protections of this paragraph, 
and shall include, but not be limited to: 

a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 



b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 

c. responding to all inquiries, when requested to do so by the Division's 
staff, in connection with the Proceedings or Other Proceedings; and 

d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff,· in connection with the Proceedings or Other Proceedings. 

UNDERTAKINGS 

4. The Respondent understands and agrees to perform the following undertakings: 

a. to pay disgorgement obtained or retained as a result of the violations 
discovered during the Investigation, without reimbursement or indemnification from any 
source, in the amount of $652,452, together with prejudgment interest thereon in the 
amount of $19,433 within 15 days. Payment may be made directly from a bank account 
via Pay.gov through the SEC website at htto://www.sec.gov/about/offices.ofm.htm. 
Payment may also be made by certified check, bank cashier's check, or United States 
postal money order payable to the Securities and Exchange Commission, which shall be 
delivered or mailed to: 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

along with a letter identifying the Respondent and specifying that the payment is made 
pursuant to a non-prosecution agreement entered into with the Commission on June 7, 
2016, and send an additional copy of the letter and check in accordance with the service 
requirements of Paragraph 7; 

PUBLIC STATEMENTS 

5. After this Agreement is executed, the Respondent agrees not to take any action or 
to make or permit any public statement through present or future attorneys, employees, 
agents, or other persons authorized to speak for it, except in legal proceedings in which 
the Commission is not a party, denying, directly or indirectly, the factual basis of any 
aspect of this Agreement. This paragraph is not intended to apply to any statement made 
by an individual in the course of any criminal, civil, or regulatory proceeding initiated by 
the government or self-regulatory organization against such individual, unless such 
individual is speaking on behalf of the Respondent. If it is determined by the 
Commission that a public statement by the Respondent or any related person contradicts 
in whole or in part this Agreement, at its sole discretion, the Commission may bring an 
enforcement action in accordance with Paragraphs 8 through 10. 



6. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text of the release approved by the staff of the Division. 

SERVICE 

7. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Paul G. Block, 
Assistant Regional Director, Foreign Corrupt Practices Act Unit, United States Securities 
and Exchange Commission, 33 Arch Street, 24th Floor, Boston, MA 02110, (617) 573-
8912, unless otherwise directed in writing by the staff of the Division. 

VIOLATION OF AGREEMENT 

8. The Respondent understands and agrees that it shall be a violation of this 
Agreement if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other ·Proceedings. In the event of such misconduct, 
the Division will advise the Commission of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C. § 1001), contempt (18 
U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 

9. The Respondent understands and agrees that it shall be a violation of this 
agreement if it violates the federal securities laws after entering into this agreement. It is 
further understood and agreed that should the Division determine that it has failed to 
comply with any term or condition of this Agreement, the Division will notify the 
Respondent or its counsel of the fact and provide an opportunity for the Respondent to 
make a submission consistent with the procedures set forth in the Securities Act of 1933 
Release No. 5310. Under these circumstances, the Division may, in its sole discretion 
and not subject to judicial review, recommend to the Commission an enforcement action 
against the Respondent for any securities law violations, including, but not limited to, the 
substantive offenses relating to the Investigation. Nothing in this agreement limits the 
Division's discretion to recommend to the Commission an enforcement action against the 
Respondent for future violations of the federal securities laws, without notice, to protect 
the public interest. 

10. The Respondent understands that if it fails to make any payment by the date 
agreed and/or in the amount agreed according to the schedule set forth above, all 
outstanding payments under this Agreement, minus any payments made, shall become 
due and payable immediately at the discretion of the staff of the Commission. 

11. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation of the Agreement, any documents, statements, information, 
testimony, or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived there from, may be used against it in future legal proceedings. 



12. The Respondent understands and agrees that any enforcement action brought by 
the Commission following the Respondent's violation of the Agreement that would not 
have been time-barred by the applicable statute of limitations if brought on the date of the 
execution of this Agreement, may be commenced against the Respondent, 
notwithstanding the expiration of the statute of limitations between the signing of this 
Agreement and the commencement of such action. 

13. In the event it breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements contained in Exhibit A, or their admissibility, 
in any future Commission enforcement action against it. 

COMPLIANCE WITH AGREEMENT 

14. Subject to the full, truthful, and continuing cooperation of the Respondent, as 
described in Paragraphs 2 and 3, and compliance with all obligations and undertakings in 
the Agreement, the Commission agrees not to bring any enforcement action or 
proceeding against the Respondent arising from the Investigation. This agreement should 
not, however, be deemed exoneration of the Respondent or to be construed as a finding 
by the Commission that no violations of the federal securities laws have occurred. 

15. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extent of its 
cooperation during the Proceedings or Other Proceedings, upon the written request of the 
Respondent. 

16. The Respondent understands and agrees that if it sells, merges, or transfers all or 
substantially all of its business operations as they exist as of the date of this Agreement, 
whether such a sale is structured as a stock or asset sale, merger, or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser or successor in interest to the obligations set forth in this 
Agreement. Furthermore, the protections arising from this Agreement will not apply to 
purchasers or successors in interest unless such purchaser or successor enters into a 
written agreement, on terms acceptable to the Division, agreeing to assume all the 
obligations set forth in this Agreement. 

17. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations or any individual or entity other than the Respondent. 

VOLUNTARY AGREEMENT 

18. The Respondent's decision to enter into this Agreement is freely and voluntarily 
made and is not the result of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 



19. The Respondent read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects of this matter with its attorney and 
is fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 

20. The Respondent represents that its Board of Directors has duly authorized, in the 
resolution attached as Exhibit B, the execution and delivery of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 

ENTIRETY OF AGREEMENT 

21. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, if any, whether oral or written, 
relating to the subject matter herein. 

22. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative of the Commission. 

23. In the event an ambiguity or a question of intent or interpretation arises, this 
Agreement shall be construed as if drafted jointly by the parties hereto, and no 
presumption or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue of the authorship of any of the provisions of the Agreement. 

[Remainder of page intentionally left blank] 



The signatories below acknowledge acceptance of the foregoing terms and conditions. 

RESPONDENT 

Melanie Haratunian 
Executive Vice President, General Counsel 
and Corporate Secretary 
Akamai Technologies, Inc. 
150 Broadway 
Cambridge, MA 02142 

On jy) ~ , 3 , 2016, Melanie Haratunian, a person known to me, personally 
appeared b~;e me and acknowledged executing the foregoing agreement with full authority to 
do so on behalf of Akamai Technologies, Inc. as its General Counsel and pursuant to the attached 
Resolution of the Board of Directors. 

C!an-1 C/. ~, eof0r~ 
Notary Public 
State: /)Jass Cf c,,h_u ~tts 
Commission number: /1/ J 4 

CAROL A. N Cv1o"'"" 
Notary Pubffc 

COIMlllWUlllj CF. tlllilMOllUll11'Td 
My CommiNion Expirea 

March 12, 2021 . 
Commission expiration: --7J1ard ,(),

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RESPONDENT'S COUNSEL 

Approved as to form: 

Ap: I 2 ~, 2.o/t:, 
Date 

RyanROh : 
Kim Nemirow 
Ropes & Gray LLP 
(617) 951-7000 

---

SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 

Date Kara Novaco Brockmeyer 
Unit Chief, Foreign Corrupt Practices Act Unit 



EXHIBIT A 

STATEMENT OF FACTS 

If this case had gone to trial, the Secwities and Exchange Commission 
("Commission") would have presented evidence sufficient to prove the following facts: 

Akamai Technologies, Inc. 

1. Akamai Technologies, Inc. (" Akamai" or "the company") is incorporated 
in Delaware with its principal place of business in Cambridge, Massachusetts. Akamai 
provides cloud services for delivering, optimizing and seeming online content and 
business applications over the internet ("internet capacity and services") and maintains 
operations in North America, Europe, and China. Akamai's stock is registered pursuant 
to Section l 2{b) of the Securities Exchange Act of 1934 ("Exchange Act"), and it is listed 
on the NASDAQ Global Select Market. 

2. Akamai (Beijing) Technologies, Co. Ltd. ("Akamai-China") is a wholly-
owned subsidiary of Akamai located in Beijing, China. Akamai-China provides technical 
and sales support to its local Chinese channel partners for content delivery services, 
which are resold by the channel partners in China. 

Bribes Paid to Chinese Government Officials 

3. Under China's regulatory system, Akamai-China is required to contract 
with third-party channel partners to deliver its services to end customers. From at least 
2013 through 2015, an Akamai-China Regional Sales Manager (the "Regional Sales 
Manager") schemed with an Akamai-China channel partner (the "Channel Partner") to 
bribe employees of three end customers, two of which were Chinese state owned entities, 
to obtain and retain business. The bribes were paid to induce the end customers' 
employees, including the employees of the Chinese state owned entities (hereinafter the 
"Chinese government officials"), to contract to purchase up to I 00 times more network 
capacity from the Channel Partner than each company actually needed. The Channel 
Partner would in turn purchase this capacity from Akamai-China, add its own markup, 
and sell the capacity to the end customers. 

4. To effectuate the scheme, the Channel Partner paid monies to the Regional 
Sales Manager's (or his nominees') accounts. The Regional Sales Manager then paid a 
portion of these funds, and also provided expensive gifts, to employees of the three end 
customers. Overall, the Regional Sales Manager paid approximately $155,500 to 
employees of end customers, including approximately $38,500 in cash to Chinese 
government officials. 

5. During the same time period, employees of Akamai-China routinely 
provided improper gifts and entertainment to employees of its end customers, some of 



whom were Chinese government officials, to obtain or retain business. The gifts and 
entertainment given to Chinese government officials totaled approximately $32,000 and 
were provided in violation of Akamai' s corporate governance and internal accounting 
controls policies. Akamai-China improperly recorded the gifts and entertainment to 
Chinese government officials as legitimate business expenses. 

Akamai's Inadequate Internal Accounting Controls 
and Inaccurate Books and Records 

6. As evidenced by Akamai-China's improper payments to employees of end 
customers, Akamai failed to devise and maintain a system of internal accounting controls 
at Akamai-China sufficient to provide reasonable assurances, among other things, that 
transactions were executed in accordance with management's general or specific 
authorization and transactions were recorded as necessary to maintain accountability for 
assets. Akamai' s internal accounting control failures included: the lack of formalized due 
diligence of China-based channel partners; the failure to proactively exercise audit rights 
to ensure compliance with anti-bribery policies; failure to monitor or review customer 
usage in high-risk regions; failure to translate anti-bribery and anti-corruption policies 
into Mandarin; inadequate employee training on compliance and anti-bribery policies; 
and the lack of effective procedures for reviewing and approving business entertainment. 
Akamai's internal accounting control failures allowed Akamai-China's bribery scheme to 
go undetected. 

7. Akamai-China's books and records were inaccurate because Akamai-
China had made improper payments, in the form of gifts and entertainment, which were 
inaccurately recorded as legitimate business expenses. Akamai-China's books and 
records were subsequently consolidated with Akamai's books and records, rendering 
Akamai' s books and records inaccurate. 

Akamai's Self-Report 

8. Akamai promptly self-reported the misconduct to the Division of 
Enforcement and conducted a timely and thorough investigation. Akamai discovered the 
violations in late December 2014 when it received a complaint from an Akamai-China 
sales representative alleging that the Regional Sales Manager had received improper 
payments from channel partners and had made improper payments to end customer 
employees to secure business. Within weeks, Akamai voluntarily disclosed its 
investigation to the Commission staff and the Department of Justice. 

Remedial Measures and Cooperation 

9. Akamai took immediate action to end the illicit payments and 
implemented significant remedial measures. Shortly after being interviewed by Akamai, 
the Regional Sales Manager involved in the misconduct was placed on administrative 
leave, and then later resigned in April 2015. Subsequently, the company also terminated 



its relationship with the Channel Partner. Akamai also comprehensively reviewed its 
then existing compliance program and undertook corrective action to enhance its 
compliance program and ensure that its employees around the globe were receiving 
adequate training. As part of its remedial efforts, Akamai: (i) implemented 
comprehensive due diligence processes for channel partners, including engaging an 
outside consultant to conduct channel partner risk assessments; (ii) strengthened its anti­
corruption policies; (iii) implemented enhanced compliance monitoring functions and 
structures, such as naming a Chief Compliance Officer and staffing a global team of 
dedicated compliance professionals in Europe, the U.S., and Asia; (iv) provided extensive 
mandatory in-person and on-line trainings on FCPA and anti-corruption policies to its 
employees around the globe in appropriate languages; and (v) enhanced its travel and 
expense control requirements in China, including requiring more detailed expense 
descriptions and supporting documentation and appointing an independent function with 
Chinese language capability to review and approve expense claims. 

I 0. Akamai provided comprehensive, organized, and real-time cooperation 
with the staff of the Enforcement Division during the course of its internal investigation, 
including: (i) sharing the detailed findings of its internal investigation, including the 
results of its audits of its Chinese channel partners, analyses of customer usage versus 
purchased capacities, summaries of witness interviews, and factual chronologies and 
supporting documentation; (ii) identifying and presenting relevant documents to the staff; 
(iii) timely updating the staff with additional findings when its investigation uncovered 
new information; (iv) proactively updating the staff on its remedial measures, including 
updates to its compliance policies and procedures; (v) voluntarily translating documents 
from Chinese into English; and (vi) voluntarily making witnesses available for interviews 
and testimony. 



AKAMAI TECHNOLGIES, INC. CERTIFICATE OF CORPORA TE RESOLUTION 

I, Melanie Haratunian, do hereby certify that I am the duly elected, qualified and acting 
Executive Vice President, General Counsel and Corporate Secretary of Akamai Technologies, 
Inc. ("Akamai"), a Delaware corporation, and that the following is a complete and accurate copy 
of a resolution adopted by the Board of Directors of Akamai (the "Board of Directors"), or a dul y 
constituted committee thereof pursuant to authority delegated to it by the Board of Directors, by 
unanimous written consent effective as of May 3, 20 16: 

RESOLVED: That General Counsel of the Corporation, be and hereby is authorized to 
act on behalf of the Corporation, and in her sole di scretion, to negotiate, approve, and 
make the offer of settlement of the Corporation, attached hereto, to the United States 
Securities and Exchange Commission ("Commission") in connection with the 
investigation conducted by the Commiss ion; in this connection, the aforementioned 
Officer be and hereby is authorized to undertake such actions as she may deem necessary 
and advisable, including the execution of such documentation as may be required by the 
Commission, in order to carry out the foregoing. 

I further certify that the aforesaid resolution has not been amended or revoked in any respect and 
remains in full force and effect. 

JN WITNESS WHEREOF, I have executed this Certificate as a sealed instrument this 3rd day of 
May, 2016. 

~ ~ CAROL A. NfCOLORA 1& Notary Pub/le I 
1.I, ~nt cw MASIAcHusms 

I W1 My Comm;,.,,, e.p;,., 
March 12. 2021 

By 
e lanie Haratunian 

Executive Vice President, General 
Counse l and Corporate Secretary 
Akamai Technologies, Inc.