Non-disclosure
Control who may receive the material, including subcontractors, affiliates and other project participants. Onward access should not be left to an informal assumption.
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China NNN Agreement Lawyer: Drafting & Review
An NNN agreement is the contract a Chinese supplier signs before you share drawings, samples or customer information: it stops the supplier disclosing your material (non-disclosure), using it for anyone else (non-use), or going around you to your customers (non-circumvention). I draft and review China NNN agreements for overseas buyers before sensitive information is disclosed, and I also review the position where files have already been shared. Choose the section that matches what you need.
USD 1,500new bilingual NNN, one supplier
USD 750review of an existing NNN or NDA
3–5 daystypical drafting time
Existing NNN / NDA review starts from USD 750. Multi-party, tooling, software and data, and negotiation work are scoped separately.
The short answer
- An NNN stops a Chinese supplier disclosing your material, using it for anyone else, or going around you to your customers.
- Sign it with the correct Chinese entity, under its registered Chinese name and seal, before sensitive files leave your control.
- Make the protected information identifiable and the damages clause tied to the project, so a Chinese court can apply it.
- An NNN binds one counterparty. It does not replace a Chinese trademark or design filing.
- A new bilingual NNN starts at USD 1,500; review of an existing one at USD 750.
Open the part that matches your question. Each section is complete on its own.
What does an NNN need to do before you disclose?
Use this when the sensitive drawings, files, samples or commercial information have not yet left your control.
If the sensitive material has not left your control yet, these are the four functions I want the document and signing process to cover before disclosure.
Non-use
Restrict use of your information to the defined project. The clause should address use for another customer, the supplier's own products, competing production or another purpose outside the agreed work.
Non-circumvention
Where customer, distributor or channel relationships are part of what is being shared, define which contacts or commercial relationships are protected and for what period.
Make the protection provable
Identify the material, recipients, permitted purpose, version or schedule and the records that should exist. A dispute is easier to analyse when the agreement and your file history point to the same information.
An NNN is only one layer. Product development, tooling ownership, specifications, acceptance, payment and production obligations may need a separate product development agreement or manufacturing agreement.
What changes if you already sent files?
Use this when material has already been sent and you need to separate future protection from evidence preservation.
Once disclosure has happened, I separate prevention from evidence. A new NNN can still govern future use and future disclosure, but it should not be treated as if nothing has already happened.
No clear misuse yet
Identify what was sent, to which company and person, through which channel, and whether another factory, subcontractor or related company has already received it. Then decide whether the next document should cover earlier disclosures as well as future ones.
You already suspect misuse
Preserve the file history, messages, signed documents, project versions and recipient records before sending accusations or new terms. At that point the work may be a dispute assessment rather than only NNN drafting.
See the evidence-preservation approach → · See China supplier/commercial dispute assessment →
How is an existing NNN or NDA reviewed?
Use this when you already have a document and want a focused risk review before relying on it.
If you already have a supplier document, the first question is whether it fits the project and the Chinese company that signed it.
Focused risk review
From USD 750. I identify the main enforceability, party, language, scope, subcontracting, remedies and signing issues in the existing document.
Substantive revision
If the document needs replacement drafting, bilingual redline or negotiation with the supplier, that work is scoped separately after the review.
Returned signed version
Where requested, I can compare the executed version against the approved text and check the entity, signer, company chop and final schedules.
Next-stage documents
Tooling, product development, specifications, production, acceptance and payment may belong in a separate PDA or manufacturing agreement rather than being forced into the NNN.
Which Chinese entity should sign the NNN?
The agreement has to match the real Chinese entity, recipient chain, subcontracting path and signing setup. The eight checks below decide what steps are actually available to you if the supplier breaches.
The English trading name in an email, the entity issuing the quotation, the factory, the company that receives the technical files and the payment recipient may be different businesses. Before drafting, the work should identify which entity is expected to perform which role.
Depending on scope, a China-side counterparty check can confirm the registered Chinese name, unified social credit code, legal representative, shareholders and relevant affiliated entities. That can change who signs the NNN, whether the factory or another controlled entity is added, and which company chop needs to appear on the final document.
Eight drafting checks before disclosure
These are the issues I want resolved before the agreement becomes a signature exercise.
1. Is the protected information identifiable?
Use specific project categories and schedules rather than relying only on “all information disclosed.”
2. Are the language versions doing the same job?
For a bilingual agreement, define which version controls and make sure the commercial meaning is aligned across both texts.
3. Is the forum practical for the counterparty and assets?
Governing law, court or arbitration, signing location and the supplier's asset location should be considered together rather than copied from a foreign template.
4. Is the damages clause tied to the project?
A number chosen only to look severe is weaker than a structure that can be explained using the economics and records of the project.
5. Who may subcontract or receive files?
Map onward access before disclosure and decide whether consent, a separate undertaking or direct signature is required.
6. Has the correct Chinese entity signed and chopped?
The Chinese registered name, signing entity and company seal need to correspond to the party undertaking the obligations.
7. What survives when the relationship ends?
Confidentiality, non-use, return/deletion and relevant restrictions should not disappear simply because purchasing stops.
8. What must be returned, deleted or certified?
Define the end-of-project steps and the evidence of compliance so the remedy is not limited to quantifying monetary loss.
What the agreement is worth if the supplier breaches
A signed NNN matters less for the number written into it than for the steps it makes available quickly.
- Freezing assets before you sue. Where urgency is made out, a PRC court must rule on a pre-litigation preservation application within 48 hours and begin execution immediately; the applicant provides security and must commence proceedings or arbitration within 30 days (Civil Procedure Law, 2023 revision, art. 104). For a foreign claimant this is usually the most effective early step.
- Stopping use while the case runs. An interim order restraining disclosure or use (conduct preservation) is available in trade secret matters.
- Criminal exposure. Disclosing or using a trade secret in breach of a confidentiality obligation can be a criminal offence, with loss of RMB 300,000 as a threshold for “serious circumstances” (Criminal Law art. 219; Fa Shi [2025] No. 5, art. 17).
What if a subcontractor will see your files?
Use this if your factory will pass any part of the work, or any of your files, to another company.
An NNN binds the company that signed it (Civil Code art. 465). A workshop your factory brings in did not sign it, so the protection has to reach that workshop another way.
What the law gives you without a clause
A processing contractor is expected to do the main work with its own equipment and labour. If it hands the main work to a third party without your consent, it stays answerable to you for that work and you may terminate; auxiliary work can be passed on, with the contractor still responsible for the result (Civil Code arts. 772–773). That is a backstop. It does not tell you who is holding your drawings.
The undertaking I use
The subcontractor signs a short undertaking to you in its own name: confidentiality, use only for your orders, no copies kept beyond the work, no lien over your tooling or materials, no further subcontracting, and inspection on request. It answers for its own breach. Joint liability alongside the factory, which the parties may agree (Civil Code arts. 178 and 518), is limited to loss both of them caused and capped at the subcontractor’s own share.
Why I avoid “guarantee” wording
An undertaking that makes the subcontractor guarantee or take over the factory’s obligations is assessed under the rules for company guarantees, which call for a board or shareholder decision (Company Law art. 15; SPC Interpretation on the Guarantee System under the Civil Code, arts. 7 and 12). Without one, it may not bind the company, and a document that is unclear is treated as a guarantee (art. 36). Where the value or sensitivity justifies it, I ask for a resolution or for signature by shareholders holding at least two-thirds of the voting rights (art. 8).
Approval before files move
Before any drawings or tooling go out, I have the factory name the subcontractor, the process and the site. I check the company in the public register, including its business scope and whether it shares an address or owners with your factory. The undertaking is signed first, and you keep a register of the subcontractors you have approved.
How do you write a non-circumvention clause that holds up?
Use this if you buy from a factory and resell to your own clients, and want the factory kept away from them.
If you resell what a factory makes, a Chinese court can treat you and the factory as competitors at the point of sale, because the factory could sell to your client itself (SPC Interpretation on Civil Monopoly Disputes, art. 19). A clause that fences off “all of the buyer’s customers” can then be attacked as an agreement between competitors to divide customers, which the Anti-Monopoly Law prohibits (art. 17(3); SAMR Provisions on Prohibiting Monopoly Agreements, 2025 amendment, art. 10). A void clause takes its damages provision with it.
Protect the business you brought
The restriction covers your products, your projects, repeat orders and replacements, and specific opportunities the factory learned about through you. The factory stays free to sell other things to the same people, and anything to everyone else.
Make the protected parties knowable
A business cannot sensibly be held to a promise about parties it had no way of identifying. Protected relationships are named, or defined by records the factory has actually seen, such as orders, project files or your written notice, and you confirm on request whether someone is covered.
A fixed period that does not restart
The period runs separately for each protected relationship from your last order with it. A new purchase order does not reset the clock.
Performance carve-out and separation
Dealing with your client because you instructed it, such as a delivery or a site visit, is not a breach. The clause and its damages sit apart from the rest of the NNN, because a court can also strike down terms that are closely tied to a void clause or have no purpose of their own (SPC Interpretation on Civil Monopoly Disputes, art. 48).
What does an NNN cost?
Compare single-supplier, multi-party, multi-supplier, tooling/improvements, review and 48-hour incident options, and see what moves the fee.
The fee depends on how many companies sign and what the work involves.
NNN — single supplier
from USD 1,500
One contracting counterparty, one defined cooperation scenario, bilingual drafting with the Chinese text controlling, one consolidated revision round and the agreed signing guidance.
NNN + tooling / improvements
from USD 1,850
Adds defined provisions on moulds, tooling, return and specified improvements. If you are already paying for moulds, or development work has started, the manufacturing agreement or product development agreement is usually the right document instead. Those are separate scopes rather than lower tiers of this NNN package.
NNN — multi-party
from USD 1,950
For a structure involving a trading company, factory, approved subcontractor or related entity. The party and flow-down provisions are drafted for the actual recipient chain.
NNN — multi-supplier programme
from USD 2,500
One core NNN adapted for each supplier on your list: its own party block and disclosure schedule, the key clauses marked in both languages with a signed acknowledgement page, a one-page Chinese explanation note and a cover email giving a real review period, so the terms are built to meet the rules on standard terms (Civil Code art. 496). Each returned copy is checked for entity, signatory, seal and version. Covers the core NNN and your first five suppliers; USD 200 for each supplier after that.
Existing NNN / NDA review
from USD 750
A focused written risk review of the existing document and project facts. Substantive bilingual redline, replacement drafting and negotiation are separate scopes.
48-hour incident support
from USD 3,500
For tooling withheld, your design listed online, an unapproved subcontractor or a factory contacting your client: an evidence plan, a registry check on the company involved and the first Chinese lawyer’s letter within 48 hours of scope confirmation. What the 48 hours cover →
What moves the fee
RecipientsMore entities change party structure and execution.
SubcontractingOnward access may require consent and flow-down terms.
OEM / ODMDevelopment and background IP questions may expand the document set.
ToolingOwnership, custody, access and return need separate treatment.
Software / dataRetention, training, model use or source access may need specific restrictions.
UrgencyWork outside the standard turnaround is agreed before it begins.
The figures above are typical starting points for the stated standard scope. Fees vary with scope, complexity and urgency; a narrower or materially different matter may be quoted separately. Exact scope and fee are confirmed in writing before paid work begins. Negotiation, extra counterparties, additional revision rounds, filings, certified translation and dispute work are included only if the quotation says so.
If you are unsure which scope fits your budget or transaction, send a short summary first. I can suggest the smallest sensible scope.
What if something has already gone wrong?
48-hour support if tooling is withheld, your design appears online, an unapproved subcontractor turns up, or the factory contacts your client.
Tooling withheld, your design on 1688, an unapproved subcontractor or a factory dealing with your client. The first 48 hours mostly go on evidence: what to fix today, what to avoid, and when a claim isn't worth pursuing. From USD 3,500, with a USD 350 call first if you're not sure it's worth it.
What do I receive, and how does the work proceed?
See what you receive from the initial brief through drafting/review, revision and signing guidance.
1. Short brief and conflict check
You describe the product or project, counterparties, disclosure stage and deadline without sending confidential technical files in the first message.
2. Party and project mapping
Within the agreed scope, I identify the proposed Chinese counterparty, actual recipients, subcontracting path and the information that needs protection.
3. Drafting or review
For a new agreement: bilingual English–Chinese drafting matched to the project. For a review: a written explanation of the important risks and the changes that would be required.
4. Consolidated revision
The included revision allowance is stated in the quotation. Supplier negotiation and repeated counterparty redlines are separately scoped unless expressly included.
5. Signing guidance
Who signs, which company chop should be used, which schedules belong to the final set and what execution records you should keep.
What should I send with my first message?
Start with a short non-confidential summary, then open the common questions only if they are relevant to your project.
You do not need a complete document bundle for a scope check. Start with five items:
- The supplier's registered Chinese name if you have it, or say that you only have an English trading name.
- The categories of information you intend to disclose: drawings, samples, BOM, firmware, data, customer information or other material.
- Whether another factory, subcontractor, related company or agent is expected to see the material.
- Whether product development, tooling or moulds are part of the project.
- Whether anything has already been disclosed and whether you need a review, revision or a new agreement.
What can an NNN not do?
What the agreement cannot reach.
An NNN binds one counterparty. It does not reach a company you never dealt with, and it does not create rights you did not register.
- It is not a substitute for filing a design patent in China before you disclose, or for registering your trademark in China before someone else does.
- It does not by itself give you ownership of the tooling on the supplier’s floor, or of improvements the supplier makes to your design. Those belong in a product-development agreement or a manufacturing agreement, and the tooling and mould position is worth settling before production starts.
Selected advisory NNN matters
Confidentiality note. These examples are based on my own contract, review and supplier-verification work. All are non-litigation matters: I was engaged to draft, review, verify, negotiate or structure protection before any court proceedings. Client names, products, locations, dates, commercial values and quantities have been changed or removed, and some non-material facts have been combined. They show the type of work involved and do not promise any outcome.
Existing NNN / NDA review
The first task was to define what actually needed protection before more files went out.
An overseas buyer already had a short confidentiality document and was preparing to disclose more detailed technical and commercial material to a Chinese counterparty. The document looked acceptable at a glance, but the protected information was described too generally and the language and dispute provisions did not match how the buyer expected to use the agreement in China.
Work performed: reviewed the existing document against the actual disclosure plan; separated the specific protected materials from generic catch-all language; revised the bilingual structure, the governing-law and dispute provisions and the signing requirements; identified which broader manufacturing issues should not be forced into the NNN.
High-value product development
The damages clause had to be tied to what the project was actually worth.
A foreign client was preparing a high-value development project involving proprietary technical and product data. At that commercial scale, a nominal confidentiality clause would not reflect the exposure. An arbitrary headline number would also be difficult to justify if the relationship later failed.
Work performed: drafted a bilingual NNN around the actual project scale; connected liquidated-damages language to identifiable project harm and development value; built in continuing-breach treatment, evidence and audit records, and a defined minimum protection level; coordinated the NNN with the later manufacturing and development documents.
Subcontractor and data access
The supplier was not going to be the only company holding the sensitive files.
In a product-development instruction, parts of the technical work would be handled by outside manufacturers or technical subcontractors. Sensitive information included engineering files and digital project material, and the client also wanted to prevent its data from being reused for unrelated development or any other purpose outside the project.
Work performed: required prior written consent before subcontractor access; required undertakings before disclosure; made the principal supplier responsible for approved downstream access; added project-file segregation, version and audit records, and an express prohibition on using client material outside the project without written consent.
Entity checks and related companies
The protection had to reach the company that actually signed, and the companies around it.
An overseas client wanted its NNN checked against the Chinese company that would sign it. Registry records showed related businesses that could take part in the work or receive project files.
Work performed: confirmed the registered Chinese name, ownership links and signatory; checked the company chop and signature on the returned agreement against the approved text; extended the obligations to identified related companies; kept the contracting supplier responsible for any access it allowed.
Signed NNN and next-stage contract review
A signed document still had to be checked before the client treated the protection as complete.
A foreign client had already received signed NNN documents and a shorter commercial agreement from a smaller supplier. The work was to confirm that the signed version matched the agreed text, that the entity, signer and chop were consistent, and which protections needed to remain in the next-stage manufacturing relationship.
Work performed: checked the executed NNN against the final agreed version; reviewed entity, signature and seal consistency; compared the shorter agreement with the NNN; separated negotiable commercial terms from protections that should be retained; identified the issues that belonged in the manufacturing or development agreement, including tooling, development ownership, production obligations and ongoing records.
Why these matters are shown here. They illustrate the practical decisions that recur in NNN work: define the information, map every recipient, verify the Chinese entity, control subcontractor access, preserve a clean execution trail and move tooling or development obligations into the right agreement.
Questions buyers usually ask
Is a normal NDA enough for a Chinese supplier?
Sometimes the starting document can be revised, but the title does not answer the question. I check whether the agreement addresses non-use, onward disclosure, the actual Chinese counterparty, project-specific confidential information, remedies, language and the proposed dispute structure.
Should the agreement be bilingual?
Yes, in most supplier projects, with the Chinese text named as the controlling version so a Chinese court reads what you meant. The right approach depends on the parties, negotiation and intended dispute forum; the two versions need to express the same commercial position.
Should I use a Chinese court or arbitration?
That is decided with the counterparty, asset location, transaction structure and likely remedies in mind. A forum clause should not be copied from a generic template without checking whether it is practical for this supplier and project.
Can one NNN cover several unrelated suppliers?
Each unrelated supplier should be treated as its own counterparty. A controlled core structure can be reused efficiently, but the entity, signature, recipient chain and schedules need to be checked separately for each supplier.
What if a subcontractor will see the files?
Raise that before disclosure. The agreement can address approval, identification of the subcontractor, onward obligations, responsibility of the primary supplier and the information the subcontractor is allowed to receive.
What if I have already sent the drawings?
Tell me what was sent, to whom and roughly when. A new agreement may still address earlier and future disclosure, but if you already suspect misuse, evidence preservation and dispute assessment are a separate scope from drafting.
The name on Alibaba is the supplier, right?
Not necessarily. The storefront name, quotation issuer, factory, bank beneficiary and registered Chinese company can differ. The party structure should be checked before relying on an English trading name in the agreement.
Does the NNN replace a manufacturing or product-development agreement?
No. The NNN is strongest when it is used for the disclosure stage. Specifications, milestones, tooling, acceptance, payment, ownership of new work and production obligations usually belong in the later development or manufacturing agreement.
Going deeper on one question
Each of these takes a single question that recurs in NNN work and answers it at length, with the PRC authorities cited.
- You already sent the CAD files — What is still available once drawings have gone out with nothing signed.
- The supplier sent its own NDA — What a supplier-drafted confidentiality agreement leaves out, and which gaps matter.
- One NNN, or one per supplier? — Running one agreed set of core terms across a shortlist of factories.
- What a court does with your damages clause — Six published PRC judgments on liquidated damages in supplier agreements.
- A court enforced a non-circumvention clause — One judgment read closely: why the factory lost, and why the damages came down.
- Chinese factory overproduction — What three courts awarded when an OEM factory kept making a brand's goods.