No disclosure
No disclosure to unauthorized affiliates, staff, subcontractors, or competitors, with rules on internal access, copying, return, and deletion.
Don’t share designs, specifications, or samples until a China NNN agreement is in place
An NNN is more than “don’t leak this.” It stops suppliers from using your IP, bypassing you to your buyers, or leaking to third parties. Best of all, it gives you real legal teeth in China.
Kelly ZhangChina-licensed lawyer · Extensive NNN experience · Bilingual Chinese–English
A free initial assessment first, then bilingual documents ready to send and sign
The scope is tailored to the project and confirmed before engagement, based on the number of suppliers, the industry-specific materials, existing contracts, and expected negotiations.
- 01
Free 30-minute initial assessment
Assess whether your project needs an NNN and identify priority risks. Start with a project summary, not confidential files.
- 02
Verification of the Chinese supplier entity
Verify the supplier’s Chinese registration details and signing entity. Identify who manufactures, receives payment and holds key assets; flag discrepancies.
- 03
Mapping the risks and the receiving chain
Map the information, permitted uses and recipients, including subcontractors. Identify risks requiring IP filings or development and manufacturing contracts.
- 04
Bilingual NNN drafting
Draft for your transaction under Chinese law, covering the three NNN obligations, subcontractors, IP, return or deletion, breach remedies and dispute resolution, with later contracts in mind.
- 05
Reasonable revisions after your review
Refine the draft with your feedback and explain key trade-offs. Material scope changes or additional entities are confirmed separately.
- 06
One supplier communication meeting
If core clauses are disputed, one online meeting explains them in Chinese, clarifies negotiating limits and leads to agreed revisions within scope.
Chinese law has no contract called “NNN.” The term describes a set of risk protections, not a statutory contract type
“NNN agreement” comes from cross-border manufacturing practice. Whether it holds up depends on how specifically the parties, information, prohibited acts, liability and dispute forum are written, not on the title.
No use
Material may be used only to evaluate or perform your project, not for the supplier’s own products, other customers, redesigns, patent filings, trade shows, online catalogs, or overproduction.
No circumvention
No using your customers, channels, pricing or deal structure to sell behind your back, and no helping an affiliate or third party do it.
Working from a template or the supplier’s draft? Files already sent?
Don’t assume it’s too late, and don’t widen the disclosure. The free 30-minute assessment reviews your documents, disclosure history and the right next step.
Risk runs through the entire supply chain; the factory that signs is only one link
Anyone who sees your files, samples, or customer data must fall within the chain of responsibility. “Our factory keeps things quiet” is not contractual protection.
- Brand / design owner
- Sourcing / development co.
- Lead supplier
- Design & engineering
- Material suppliers
- Sampling & mold shop
- Subcontracted factory
- QC and packing
- Warehouse & logistics
One generic NNN won’t fit sportswear, electronics and jewelry alike
The three differ completely in the form of the materials, who receives them, and how they can be copied. Draft around exactly what you will disclose, rather than starting with a template definition of “Confidential Information.”
The whole pattern-and-function file set is at risk, not just the sketches
Anyone with the full tech pack may reuse your patterns, fabric choices and construction details. Protection must follow the files through each production stage.
Material that needs defining
- Designs, tech packs, patterns and sizing data
- Fabric specifications, functional details and samples
- Supplier pricing, customer information and launch plans
Receiving and subcontracting chain
- Design and pattern teams → fabric and trim suppliers
- Printing and sewing → finishing and packing, including subcontractors
Risks the clauses have to answer
- Reusing your patterns or technical details for other brands
- Selling unauthorized samples or excess stock, or showing designs before launch
- Passing files to unapproved factories or disputing ownership of project files
Hardware, firmware, test data and supply-chain information need separate definitions and tiered access
Electronics can be copied by combining design files, firmware and production data. Define each category and limit who can access it.
Material that needs defining
- Circuit designs, PCB files, BOMs and mechanical drawings
- Firmware, technical documentation and access credentials
- Test data, samples, component pricing and launch plans
Receiving and subcontracting chain
- Design engineers → PCB and component suppliers
- Firmware teams and test labs → assembly plants, with access limited by role
Risks the clauses have to answer
- Withholding project files or claiming project improvements as supplier-owned
- Reusing designs, firmware or credentials in unauthorized products
- Sharing files with unapproved parties or disclosing products before launch
Everything from sketch to master model can be copied; don’t watch only the finished piece
Reusing a CAD file or master mold can turn small design changes into a competing product. Protect the production files and models as well as the finished piece.
Material that needs defining
- Sketches, CAD files and design specifications
- Master models, molds, samples and finishing details
- Supplier pricing, client information and release plans
Receiving and subcontracting chain
- Designer → CAD and model makers → casting workshop
- Setting and finishing → photography and packing, with clear custody of files and molds
Risks the clauses have to answer
- Reusing CAD or molds to make slightly modified designs
- Displaying designs early or selling unauthorized samples and overruns
- Disputing ownership of commissioned designs or retaining files and molds
Looking to benefit from manufacturing in China while protecting your original designs?
Protect My DesignsWhat makes your NNN enforceable
A well-drafted NNN connects obligations, evidence, and enforcement
Define what’s protected, how it may be used, and who is bound.
Turn the NNN into an evidence chain that can be reconstructed
An NNN can’t guarantee a win. It establishes potential claims, an evidence trail, and enforcement targets in advance
The questions about China NNN agreements that templates most often get wrong
What is the core difference from an ordinary NDA?
An NDA mainly restricts disclosure. An NNN goes further: it stops the supplier using your material for its own or other customers’ products, and stops it using your customers, channels and deal information to go around you. The agreement still has to be written for the project; adding two headings is not enough.
I already sent materials without an NNN. Is there still room to fix it?
Possibly. Civil Code Article 501 bars disclosing or improperly using trade secrets or other confidential information learned while concluding a contract, even if the contract is never formed. Whether protection can actually be claimed depends on the material, the confidentiality notices, the recipients, how the information was used, and the evidence. Do not make any further disclosures, and preserve the records you have.
Must the Chinese text prevail for the NNN to be valid?
No. A Chinese controlling text is an important enforcement and communication strategy, since Chinese courts work in Chinese and foreign-language evidence needs translation. But validity is not decided by language alone. A bilingual text also needs a rule for resolving discrepancies between the two languages.
The supplier says “nobody in this industry signs these.” What now?
First find out what it actually objects to: confidentiality itself, or an over-wide term, liquidated damages, subcontractor liability or the dispute clause. Reasonable objections can be adjusted. Refusing to disclose the real production entity, insisting on getting the full files first, or refusing to bind the actual recipients are risk signals that call for re-evaluating the supplier.
Can an NNN replace development, tooling or manufacturing contracts?
No. An NNN mainly controls information and the boundaries of use. Development, tooling, and manufacturing contracts still handle ownership of output, quality, lead times, payment, acceptance, material substitution, source files, molds, recalls, and product liability. Later contracts should expressly take over from the NNN to avoid gaps in protection.
