Secondary Blocks


This guide explains the different parts that make an audits block.



In the rapidly evolving world of technology, it is essential for businesses to maintain transparency and financial stability in their contracts. One of the ways to achieve this is by including an audit rights block in the agreement. This block allows a customer to ensure that the Provider is adhering to the terms of the contract, and not overcharging for their services.

It is particularly important when the Customer is paying the Provider on a time and materials basis, as it helps to guarantee that the Provider only charges for the actual work done and maintains full, accurate, and detailed timesheets for inspection.


Scope of audit

This part outlines the specific records and documents that the auditing party can examine. It may include financial records, timesheets, invoices, or any other relevant documentation related to the project.

Notice and timing

This part establishes the procedures for initiating an audit and the timeframes within which it should be completed. It may specify the notice period required before an audit can commence, such as a 30-day notice, and the maximum duration allowed for the audit process.


This part addresses the handling of sensitive information disclosed during the audit. It typically requires the auditor to maintain the confidentiality of the information, and restricts the use of the data to the sole purpose of the audit.

Cost and expenses

This part deals with the financial aspects of the audit, including who will bear the costs and whether the auditing party will be responsible for any expenses incurred by the other party. It may also establish penalties or reimbursement provisions in case the audit reveals discrepancies or non-compliance.

Important considerations

World Commerce and Contracting Principles

World Commerce and Contracting provides the following principles relating to audit rights:

  1. The extent to which audit rights will be provided to a customer is a commercial issue that should be negotiated based on the size and scope of the deal, and the nature of the solution. The type and extent of audit rights granted should be memorialized in the contract based upon business-to-business discussions.
  2. Audits are a tool used by customers to verify that contractual commitments are being met. However, suppliers have a strong interest in ensuring that the scope of customer’s audit rights are aligned with the suppliers’ obligations so as to mitigate costs, confidentiality issues, disruption and other burdens to suppliers associated with the audit.
  3. Audit rights should not be unlimited, but should be prescribed based on legitimate customer needs that cannot be otherwise satisfied, and should not subject a supplier to undue hardship.
  4. Audit rights cannot require the supplier to violate its own legal or contractual obligations.
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