Non Disclosure Agreement Template for Auditors

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business located at [___________] (the "Company");

AND

Receiving Party: [___________], an individual/entity engaged in professional auditing services, located at [___________] (the "Auditor").

(Collectively referred to as the "Parties" and individually as a "Party").

1. PURPOSE

The Company wishes to engage the Auditor to perform an audit of its financial records, internal controls, and/or business processes (the "Purpose"). In connection with this Purpose, the Company may disclose to the Auditor certain non-public, proprietary, and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all data, documents, financial statements, trade secrets, business plans, software, client lists, employee information, and any other proprietary information disclosed by the Company to the Auditor, whether orally, in writing, or electronically, that is marked as "Confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF THE AUDITOR

The Auditor agrees to:

• Use the Confidential Information solely for the performance of the audit and the Purpose defined herein;
• Restrict disclosure of Confidential Information to its employees, partners, or agents who have a strict "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement;
• Maintain the Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care;
• Not copy, reproduce, or reverse-engineer any Confidential Information without prior written consent from the Company.

4. EXCLUSIONS

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Auditor;
• Was in the Auditor’s possession prior to disclosure by the Company;
• Is rightfully obtained by the Auditor from a third party without breach of any confidentiality obligation;
• Is independently developed by the Auditor without reference to the Company’s Confidential Information.

5. MANDATORY DISCLOSURE

If the Auditor is required by law, regulation, or court order to disclose any Confidential Information, the Auditor shall provide the Company with prompt written notice (where legally permissible) so that the Company may seek a protective order or other appropriate remedy.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations regarding the protection of Confidential Information shall survive the termination or expiration of this Agreement and the completion of the audit for a period of [___________] years.

7. RETURN OF MATERIALS

Upon written request of the Company or upon the completion of the audit, the Auditor shall promptly return or destroy (and certify such destruction in writing) all documents, records, and electronic files containing Confidential Information.

8. REMEDIES

The Auditor acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [___________]. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________].

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

COMPANY:

Signature: __________________________ Name: [___________] Title: [___________]

AUDITOR:

Signature: __________________________ Name: [___________] Title: [___________]