China NNN Agreement Template
An ordinary NDA covers disclosure only. Buyers working with Chinese manufacturers often add non-use and non-circumvention terms so that drawings are not used to make products for others and so that customers and sub-suppliers are not bypassed. This outline gives you a clear starting document to review with counsel.
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China NNN Agreement Template
Non-Disclosure, Non-Use and Non-Circumvention Agreement
Effective 2026-10-20, between Northfield Industrial Supply Inc. (the Disclosing Party) and Dongguan Kaixin Metal Products Co., Ltd. (the Receiving Party).
1. Purpose
The parties will exchange information solely for the following purpose: Quoting and manufacturing the Disclosing Party's stamped metal brackets under purchase orders.
2. Confidential Information
Confidential Information means drawings, specifications, tooling designs, software, samples, pricing, customer and supplier identities and any other information marked or reasonably understood as confidential, in any form.
3. Non-disclosure
The Receiving Party shall keep Confidential Information secret, limit access to employees and subcontractors who need it and are bound by written confidentiality duties at least as strict as these, and use reasonable security measures.
4. Non-use
The Receiving Party shall use Confidential Information only for the Purpose. It shall not use it to make, sell or develop products for itself or any third party, and shall not reverse engineer samples or tooling.
5. Non-circumvention
The Receiving Party shall not, directly or indirectly, contact or contract with the Disclosing Party's customers, distributors or other suppliers introduced or identified through this relationship in order to bypass the Disclosing Party.
6. Return and destruction
On request or at the end of the relationship the Receiving Party shall return or destroy all Confidential Information and confirm this in writing.
7. Term
Obligations continue during the relationship and for 5 years after its end. Obligations for trade secrets continue as long as the information remains a trade secret.
8. Remedies
Breach may cause serious harm that damages cannot fully repair. In addition to injunctive relief, the Receiving Party shall pay liquidated damages of RMB 500,000 per breach, which the parties consider a reasonable pre-estimate of loss.
9. Governing law and disputes
Law of the People's Republic of China; arbitration at CIETAC, Shenzhen
Signatures
This template is a generic starting point and is not legal advice. NNN agreements for China are normally drafted bilingually, governed by Chinese law and enforceable in a Chinese forum, with a clearly stated liquidated damages figure. Have a lawyer qualified in China adapt it, verify the counterparty's legal name and chop, and do not rely on a contract alone to protect critical IP.
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How to use the template
Fill in the parties' legal names exactly as on the business licence and describe the permitted purpose narrowly. State the confidentiality term in years and propose a liquidated damages figure that is meaningful but defensible. Choose a governing law and forum that can be enforced where the counterparty has assets, which for a Chinese manufacturer usually means China. Export to Word, send it to your lawyer for adaptation and have it translated before signing.
The three obligations
Non-disclosure stops the supplier telling others about your information. Non-use stops it using your information for its own products or for another customer, which is the main risk in manufacturing. Non-circumvention stops it going around you to your customers or other suppliers. Many generic NDAs omit the second and third, which is why the three-part form is recommended for product and tooling work.
- Define Confidential Information broadly but clearly
- Limit access to named staff on a need-to-know basis
- Ban reverse engineering of samples and tools
- Require return or destruction at the end
Making it enforceable
A document that cannot be enforced in the factory's home courts has limited value. Use Chinese as a controlling or at least a parallel language, specify a Chinese court or arbitration body, state clear liquidated damages and require the company chop. Keep records of what you disclosed and when. Practical measures often matter more than the contract, such as sharing only what each supplier needs, splitting production across vendors and registering trademarks and patents in China before disclosure.
Common mistakes
Signing with a person who has no authority, or with a trading company that is not the manufacturer, leaves you without a useful counterparty. Using an agreement governed by foreign law and forum is another common error, because enforcing a foreign judgement in China can be slow or impossible. Do not disclose full technical packages before signing, and do not assume a signed NNN removes the need for intellectual property registration in China.
Frequently Asked Questions
What does NNN stand for?
NNN stands for non-disclosure, non-use and non-circumvention. It extends a standard NDA by adding limits on using your information for other products and on bypassing you to reach your customers or suppliers.
Is an NNN agreement enough to protect my IP in China?
No. It is one layer. Register your trademarks and relevant patents in China, share information in stages, use more than one supplier for critical parts and keep records of disclosures. Ask a lawyer qualified in China about your situation.
Why is the governing law usually Chinese?
Because the counterparty and its assets are typically in China, and courts or arbitration bodies there will enforce a Chinese-law agreement more readily than a foreign one. Take advice before choosing the law and forum.
Should I use a template from the internet?
Use this one as a draft only. Contract terms, penalties and procedures differ by case, so have the final version adapted and reviewed by a qualified lawyer before it is signed.
If you need controls on who can see drawings and BOMs inside your own systems, Netray can help design private, access-controlled document search and AI.
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