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This Non-Disclosure Agreement For Auditors is essential for companies engaging external auditors in Germany, where strict professional confidentiality obligations apply under the Wirtschaftsprüferordnung (WPO) and Handelsgesetzbuch (HGB). The document provides comprehensive protection for confidential information shared during audit engagements while acknowledging auditors' statutory obligations and professional standards. It's particularly important given the sensitive nature of financial and operational information accessed during audits, and the need to comply with both German corporate law and EU data protection requirements. The agreement balances the auditor's need for unrestricted access to company information with robust confidentiality protections, making it suitable for statutory audits, special audits, and voluntary audit engagements.

1. Parties: Identification of the contracting parties - the company (disclosing party) and the audit firm (receiving party)

2. Background: Context of the audit engagement and necessity for confidential information access

3. Definitions: Detailed definitions including 'Confidential Information', 'Audit Services', 'Audit Team', 'Working Papers', and 'Permitted Purpose'

4. Scope of Confidential Information: Specific types of information covered, including financial records, internal controls, business processes, and trade secrets

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including regulatory requirements and legal obligations

7. Data Protection Compliance: Specific provisions relating to GDPR and BDSG compliance

8. Security Measures: Required technical and organizational measures for protecting confidential information

9. Staff and Subcontractor Obligations: Extension of confidentiality obligations to audit team members and any permitted subcontractors

10. Term and Survival: Duration of the agreement and survival of obligations post-termination

11. Return or Destruction of Confidential Information: Procedures for handling confidential information after the audit completion

12. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

13. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement