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Case 1:20-cr-00330-AJN Document 142 Filed 02/04/21 Page 28 of 38 defendant’s plea agreement explicitly stated that it “is binding on the United States only in [the Eastern] district”), aff'd, 774 F.2d 30 (2d Cir. 1985). Because there is no such language in the NPA here, Ms. Maxwell’s position is entirely consistent with these cases, and they counsel in favor of enforcement of the NPA in this case. Other Second Circuit cases citing Annabi also support Ms. Maxwell’s position. In United States v. Brown, No. 99-1230(L), 2002 WL 34244994 (2d Cir. Apr. 26, 2002), the defendants relied solely on their “subjective beliefs” and “implicit understanding” that they would not be prosecuted further in another district, which the court held irrelevant; they cited no “affirmative appearance” in support of their position, as Ms. Maxwell has. And in Russo, the court found it unnecessary to reach Annabi, but acknowledged that an “affirmative appearance” of an intent to bind other USAOs can be found even where a plea agreement does not contain an express statement to that effect—an interpretation that supports Ms. Maxwell’s position that the NPA binds the government here. Russo, 801 F.2d at 626. c. To the extent that Annabi conflicts with Eleventh Circuit law, Eleventh Circuit law applies and would require enforcement of the NPA here. Under federal choice-of-law rules, which apply in non-diversity cases, factors in determining which jurisdiction’s contract law applies include (i) any choice-of-law provision in the contract; (11) the place where the contract was negotiated, issued, and signed; (111) the place of performance; (iv) the location of the subject matter of the contract; and (v) the domicile, residence, nationality, place of incorporation, and place of business of the parties. Advani Enters., Inc. v. Underwriters at Lloyds, 140 F.3d 157, 162 (2d Cir. 1998). New York conflict-of- law rules similarly require that the law of the jurisdiction with the most significant contacts and greatest interest governs the construction of a contract. See Index Fund, Inc. v. Ins. Co. of N. Am., 580 F.2d 1158, 1161-62 (2d Cir. 1978). Under either set of rules, because the NPA was 23 DOJ-OGR-00002600