Non Disclosure Agreement For Auditors Template for England and Wales

A Non Disclosure Agreement For Auditors is a legally binding contract that protects your company's confidential information when engaging external auditors or audit firms. Under England and Wales law, this agreement establishes clear obligations for auditors to maintain confidentiality while accessing sensitive financial records, operational data, and proprietary business information during audit procedures.

When do you need this document?

You need this agreement whenever you engage external auditors who will access confidential company information. This includes statutory audits required under the Companies Act 2006, internal audits of operational processes, compliance reviews for regulatory purposes, or due diligence audits for mergers and acquisitions. The agreement is particularly crucial when auditors will handle personal data subject to Data Protection Act 2018 requirements, or when working with government contracts involving sensitive information under the Official Secrets Act 1989. You should also use this document when engaging specialist auditors for IT security assessments, environmental compliance reviews, or quality management system audits.

Key legal considerations

The agreement must clearly define what constitutes "Confidential Information" including financial records, customer data, trade secrets, and business strategies. It should specify permitted purposes for information use, typically limited to conducting the audit and preparing audit reports. Include provisions for handling personal data in compliance with UK GDPR requirements, ensuring auditors implement appropriate technical and organisational measures. The agreement should address circumstances where disclosure may be legally required, such as regulatory investigations or court orders. Consider including obligations for auditors' subcontractors and team members, ensuring the entire audit team is bound by confidentiality requirements. Specify the duration of confidentiality obligations, which typically continue indefinitely for trade secrets but may have time limits for other commercial information.

Legal requirements in England and Wales

Under England and Wales law, the agreement must comply with Companies Act 2006 provisions regarding statutory audit requirements and auditor independence. If personal data is involved, you must ensure compliance with the Data Protection Act 2018, including lawful basis for processing and data subject rights. For public sector audits, consider Freedom of Information Act 2000 implications and include appropriate exemption clauses. The agreement should reference Financial Reporting Council requirements and International Standards on Auditing (UK) to ensure professional compliance. Include governing law clauses specifying English law and jurisdiction of English courts for dispute resolution. Consider whether the agreement needs to address cross-border data transfers if the audit firm operates internationally, ensuring adequate safeguards under UK data protection law.