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Non Disclosure Agreement With External Auditors Template for Germany

A comprehensive confidentiality agreement governed by German law, designed specifically for external audit engagements. This document establishes the framework for protecting confidential information shared during audit procedures while ensuring compliance with German auditing regulations, data protection laws (GDPR and BDSG), and professional standards. It addresses the specific requirements of audit firms and their personnel, including provisions for handling sensitive financial data, personal information, and business secrets, while maintaining compliance with German statutory audit requirements and professional oversight regulations.

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What is a Non Disclosure Agreement With External Auditors?

The Non Disclosure Agreement With External Auditors is essential when engaging external audit firms to conduct statutory or voluntary audits under German law. This document is typically required before the commencement of audit services and remains active throughout the engagement and beyond. It ensures protection of sensitive company information while enabling auditors to fulfill their professional obligations under German regulations, including the Wirtschaftsprüferordnung (WPO) and Handelsgesetzbuch (HGB). The agreement addresses specific requirements for handling confidential information during audit procedures, data protection compliance, and professional standards, while considering the unique position of external auditors as independent professionals with statutory duties.

What sections should be included in a Non Disclosure Agreement With External Auditors?

1. Parties: Identification of the company and the external audit firm, including their legal status and registration details

2. Background: Context of the audit engagement and need for confidentiality agreement

3. Definitions: Key terms including Confidential Information, Audit Services, Audit Team, Permitted Purpose, etc.

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the audit context

5. Permitted Use: Specific permissions for use of confidential information in relation to audit activities

6. Confidentiality Obligations: Core obligations regarding handling and protecting confidential information

7. Data Protection Compliance: GDPR and BDSG compliance requirements for handling personal data

8. Security Measures: Required technical and organizational measures to protect confidential information

9. Audit Team Access: Rules for sharing information with audit team members and subcontractors

10. Return or Destruction: Requirements for handling confidential information after audit completion

11. Duration and Survival: Term of the agreement and surviving obligations

12. Breach and Remedies: Consequences of breach and available remedies

13. General Provisions: Standard clauses including governing law, jurisdiction, etc.

What sections are optional to include in a Non Disclosure Agreement With External Auditors?

1. Professional Standards Compliance: Additional section when specific professional standards need to be referenced, such as IDW auditing standards

2. International Data Transfers: Required if audit firm may transfer data outside the EU/EEA

3. Regulatory Disclosure: Specific provisions for when disclosure might be required by regulatory authorities

4. Insurance Requirements: Specific insurance obligations for the audit firm regarding data protection and professional liability

5. Conflict Resolution: Detailed dispute resolution procedures, if not covered in general provisions

What schedules should be included in a Non Disclosure Agreement With External Auditors?

1. Schedule 1 - Audit Team Members: List of authorized audit team members who will have access to confidential information

2. Schedule 2 - Security Protocols: Detailed technical and organizational measures for data protection

3. Schedule 3 - Data Processing Details: Specific details about types of data to be processed during the audit

4. Appendix A - Confidentiality Undertaking: Individual confidentiality undertaking form for audit team members

5. Appendix B - Information Return Certificate: Template certificate confirming return/destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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