Audit Rights

What it is

Epic can request access to your financial records, including bank statements and tax returns, to verify that you are correctly reporting and paying royalties under this agreement.

Why it matters (compliance & governance perspective)

The audit right extends to sensitive financial documents including tax returns and bank statements, which is broader than typical software audit clauses that focus on usage records rather than comprehensive financial records.

Consumer impact (what this means for users)

If you are subject to royalty obligations, Epic has the contractual right to inspect your bank statements, tax returns, and accounting records, which represents meaningful access to sensitive business financial information.

Institutional analysis (Compliance & governance intelligence)

REGULATORY LANDSCAPE: Contractual audit rights of this breadth may intersect with confidentiality obligations under applicable law, including professional privileges and tax secrecy provisions in certain jurisdictions. The requirement to produce tax returns may face statutory limitations in jurisdictions where tax records are legally protected from private disclosure. No specific US federal regulatory agency directly governs private audit rights in commercial software licenses. GOVERNANCE EXPOSURE: High. The explicit inclusion of bank statements, accounting records, and tax returns in the audit scope is broader than commonly observed in software license agreements, which typically limit audit rights to usage logs, deployment records, or revenue reports. This expansive scope creates significant operational and confidentiality exposure for licensees, particularly those with complex corporate structures. JURISDICTION FLAGS: Certain jurisdictions restrict the private disclosure of tax returns and financial records, which may limit Epic's ability to enforce the full scope of this audit right. EU data protection law under GDPR may impose constraints on how Epic collects, processes, and retains financial data obtained through an audit. Licensees in regulated industries (financial services, healthcare) may face additional constraints on disclosing internal financial records to third parties. CONTRACT AND VENDOR IMPLICATIONS: Studios should assess whether their existing agreements with publishers, investors, or financial institutions contain confidentiality provisions that conflict with the obligation to produce records in an Epic audit. The audit right creates a due diligence consideration for M&A transactions involving studios that are Unreal Engine licensees, as audit exposure becomes a potential liability in the target company. COMPLIANCE CONSIDERATIONS: Legal teams should negotiate or document limitations on the audit scope to the extent possible, and should establish internal protocols for responding to audit requests including what records must be produced and what confidentiality protections apply. Finance teams should maintain clean separation of Unreal Engine product revenue from other revenue streams to facilitate accurate and limited-scope audit responses.

Applicable agencies

Provision details

Other risks in this policy

• Royalty Obligation on Commercial Products high
• Seat Subscription Requirements medium
• Class-Action Waiver high
• AI Training Input Prohibition medium
• Governing Law and Jurisdiction medium
• Non-Compatible Licenses Restriction medium