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Auditor Appointment Agreement

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AUDITOR APPOINTMENT AGREEMENT

This Auditor Appointment Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: , an entity organized as , principal place of business at (the "Client"), and Auditor Name: , a firm organized as , principal place of business at (the "Auditor"). Each of the Client and the Auditor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Client requires independent assurance regarding the Client's financial statements and related controls for the period commencing and ending ; and

WHEREAS, the Auditor represents that it is qualified, independent, and possesses the professional competence, personnel and resources to perform the audit engagement described herein; and

WHEREAS, the Parties wish to set out their respective rights, responsibilities and liabilities with respect to the Auditor's engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. APPOINTMENT

The Client hereby appoints the Auditor to perform an independent audit of the Client's financial statements and related internal controls for the audit period specified above, and the Auditor accepts such appointment subject to the terms and conditions of this Agreement.

2. SCOPE OF SERVICES

The Auditor shall perform those audit procedures necessary to express an opinion on the financial statements in accordance with generally accepted auditing standards. The audit scope will include examination of accounting records, testing of transactions and internal controls, and such other procedures as the Auditor deems appropriate. A detailed description of the agreed scope is set forth below:

3. AUDITOR'S RESPONSIBILITIES

The Auditor shall: (a) perform the audit in accordance with applicable professional standards; (b) maintain independence from the Client throughout the engagement; (c) exercise professional judgment and due professional care in planning and performing the audit; and (d) document audit procedures, evidence and conclusions sufficient to support the Auditor's opinion.

4. CLIENT'S RESPONSIBILITIES

The Client shall: (a) provide the Auditor with access to all records, documents, personnel and physical properties reasonably required for the audit; (b) prepare financial statements and related disclosures in accordance with applicable accounting standards; and (c) make available management and staff necessary to support the Auditor's inquiries and testing.

5. FEES AND EXPENSES

As consideration for the Auditor's services, the Client shall pay the Auditor fees and reimburse expenses in accordance with the following terms:

6. CONFIDENTIALITY

The Auditor shall keep confidential all non-public information obtained from the Client in connection with the engagement and shall not disclose such information except (a) as required by law, regulation or professional obligation; (b) with the Client's prior written consent; or (c) to the extent the information becomes publicly available through no breach of this Agreement by the Auditor. The Auditor may disclose confidential information to its employees and permitted subcontractors bound by confidentiality obligations no less protective than those herein.

7. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of the Auditor's obligations hereunder, unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other Party. Termination shall not relieve the Client of liability for fees and expenses accrued prior to termination or for work performed to the date of termination.

8. INDEPENDENCE AND CONFLICTS

The Auditor represents that it is and will remain independent of the Client in accordance with applicable professional standards. The Auditor will immediately notify the Client if circumstances arise that may impair such independence or create a potential conflict of interest.

9. ACCESS TO RECORDS

The Client shall provide the Auditor with full access to all books, records, contracts and other documents and information relevant to the audit. The Client authorizes the Auditor to obtain confirmations and to make inquiries of third parties as necessary to perform the audit.

10. REPORTING AND DELIVERABLES

Upon completion of the audit, the Auditor shall deliver to the Client a written audit report expressing the Auditor's opinion on the financial statements, together with any management letter and findings as applicable. Delivery of work papers shall be at the Auditor's discretion except as otherwise required by law or agreement.

11. LIMITATION OF LIABILITY

Except as prohibited by applicable law, the total aggregate liability of the Auditor to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of (a) the fees paid to the Auditor under this Agreement, or (b) . In no event shall the Auditor be liable for lost profits, special, incidental or consequential damages.

12. INDEMNIFICATION

The Client shall indemnify, defend and hold harmless the Auditor and its partners, directors, employees and agents from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Client's breach of this Agreement; (b) fraudulent acts or willful misconduct of the Client; or (c) the Client's provision of incomplete or inaccurate information to the Auditor.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier, and shall be deemed given upon receipt.

14. AMENDMENTS AND WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding as originals.

18. MISCELLANEOUS PROVISIONS

The Parties agree to cooperate in good faith to carry out the purposes of this Agreement. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the individual signing on its behalf is authorized to do so.

Client:

By:

Date:

Auditor:

By:

Date:

Enter text✕

What the Auditor Appointment Agreement Is and when it's used

An Auditor Appointment Agreement is a formal contract that designates an independent auditor or audit firm to perform agreed-upon audit or assurance services for an entity. It sets the scope, period, deliverables, fees, access rights, responsibilities, confidentiality, and reporting deadlines. The agreement documents the auditor's authority to examine books and records, request explanations, and issue findings or an audit report. Organizations use it to establish expectations, protect both parties, and create a written record required by corporate governance, lenders, or regulators.

Why a written Auditor Appointment Agreement matters

A clear appointment agreement reduces scope disputes, clarifies deliverables and fees, protects confidential information, and documents auditor independence and authority for internal and external stakeholders.

Why a written Auditor Appointment Agreement matters

Typical organizations and people who use an Auditor Appointment Agreement

The agreement is used by organizations that require formal audit engagement terms for governance, regulatory, or lender purposes.

  • Public and private companies needing external financial statement audits or attest services.
  • Nonprofits and associations appointing auditors to satisfy funder or grant reporting requirements.
  • Governmental units or agencies engaging independent auditors for compliance or single audits.

Use this document whenever an audit relationship, formal scope, fee arrangement, or confidentiality requirement must be established in writing.

Core elements to include in a professional appointment agreement

A professional agreement should be concise, unambiguous, and cover governance, scope, timing, fees, and confidentiality to prevent misunderstandings and support enforceability.

Parties

Identify each party using legal entity names, business type, and principal addresses. Also state the auditor's firm registration or license details and primary contact information for the engagement.

Scope of Work

Describe the specific audit procedures, standards to be followed (for example, AICPA or GASB as applicable), reporting format, and any excluded services such as tax preparation or management functions.

Period Covered

Specify the fiscal year or period under audit and any interim procedures. Indicate start and projected end dates and conditions for extensions or phased engagements.

Fees & Billing

State fixed fees or hourly rates, billing schedule, expense reimbursement rules, payment terms, and consequences for late payment or scope changes that affect cost.

Access & Records

Grant the auditor access to books, records, personnel, and facilities. Define timelines for document delivery, format expectations, and responsibilities for producing supporting evidence.

Confidentiality & Independence

Include confidentiality obligations, required independence disclosures, conflict-of-interest clauses, and procedures for handling privileged or sensitive information.

Step-by-step: completing and executing the agreement

Follow these sequential steps to prepare, review, approve, and store the signed agreement.

  • 01
    Drafting: Prepare a draft covering scope, fees, access, and confidentiality.
  • 02
    Internal Review: Legal or governance review to confirm authority and compliance.
  • 03
    Auditor Review: Deliver to auditor for acceptance, potential edits, and signature.
  • 04
    Execution & Distribution: Obtain signatures, date the document, and distribute copies to stakeholders.

How to customize and finalize the agreement in an online signing workflow

Configure a digital workflow that preserves auditability and meets electronic signature legal tests.

Field Recommended configuration
Signature Field Require signer's full name, signature, and date; set required validation.
Initials & Checkboxes Use for acceptance of specific clauses; make mandatory where needed.
Conditional Fields Show fee and expense lines only if 'reimbursable' box is checked.
Audit Trail Settings Enable IP, timestamp, authentication method, and downloadable certificate.

Where to send, file, or submit the signed agreement

Routing depends on governance needs, regulator expectations, and internal recordkeeping policies.

  • Board or Finance File: Store a signed copy in corporate minutes or finance records for governance evidence.
  • Auditor Records: Provide the auditor with a final executed copy for their engagement file.
  • Regulatory Submission: If regulator approval is required, submit per the regulator's prescribed channel.
  • Lender or Funder: Share executed agreement with lenders if the audit was a loan covenant requirement.

Digital signing and distribution considerations

Choose a platform that preserves an audit trail, supports required authentication, and produces tamper-evident signed records.

  • File Formats: PDF and DOCX accepted across systems
  • Authentication: Email, SMS, or stronger methods
  • Integrations: Connects with CRM and document storage

Ensure the chosen solution complies with ESIGN/UETA rules and any industry-specific security or retention requirements before finalizing electronic execution.

Typical dates and timing to include in the agreement

Define clear dates for the engagement lifecycle to manage expectations and regulatory timing.

Effective Date:

MM/DD/YYYY when engagement rights and obligations begin.

Fieldwork Start:

Planned date for audit procedures to commence; include exceptions.

Draft Report Delivery:

Date by which auditor provides preliminary findings for management response.

Final Report Deadline:

Date for issuance of the final audit report and management letter.

Extension Terms:

Process and notice period required to extend deadlines.

Key milestones in the auditor engagement process

Track these sequential milestones to ensure the engagement proceeds on schedule and stakeholders are informed at each step.

01

Engagement Approval

Board or authorized officer approves engagement and signs agreement.

02

Pre-audit Planning

Auditor completes risk assessment and planning procedures.

03

On-site Fieldwork

Evidence collection, testing, and interviews occur.

04

Report Issuance

Auditor issues draft, then final report after management responses.

Common mistakes to avoid when preparing the agreement

  • Leaving scope vague, which creates disputes over deliverables and extra fees.
  • Failing to document signer authority, risking later questions about validity.
  • Omitting confidentiality or data-protection terms when sensitive information will be accessed.
  • Not aligning audit timelines with regulatory or covenant deadlines, causing reporting delays.

Potential consequences of an incomplete or incorrect agreement

Regulatory Exposure: Noncompliance fines or remediation orders
Contract Disputes: Costly litigation or delayed audits
Invalid Signatures: Audit findings challenged for lack of authority
Confidentiality Breach: Data compromise and reputational harm
Missed Deadlines: Breach of covenant or filing penalties
Increased Costs: Additional procedures or rework fees

eSignature vendor comparison for signing Auditor Appointment Agreements

Basic vendor pricing and common feature presence to consider when choosing an eSignature provider for audit engagements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions and quick answers

Answers to common questions about signing, validity, notarization, revisions, and storage for Auditor Appointment Agreements.


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