China Legal Hub
Guided intake · fixed fee · PRC-licensed attorney

China NNN Agreement Drafting — the contract foreign buyers in China actually need.

Complete a lawyer-designed intake instead of paying for repeated meetings. For drafting, a PRC lawyer prepares the China-facing NNN from your answers, confirms the timeline after intake, then revises based on your feedback.

First: understand NNN, NDA and China enforcement →
From
$1,400
drafting per agreement
standard NNN from 5 business days

Existing NNN/NDA review starts from $400. Complex supplier structures, multiple counterparties, or negotiation-heavy drafts are scoped separately and usually require 10+ business days.

Start NNN drafting →Already have an English draft? Review it →
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The Three N's

What NNN actually covers

N°1

Non-disclosure

Your supplier cannot share your design, specs, or trade secrets with third parties.

N°2

Non-use

Your supplier cannot use your IP to make products for themselves or competitors.

N°3

Non-circumvention

Your supplier cannot go around you to sell directly to your customers.

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Transparent Pricing

One base price. Priced add-ons.

The framework is standard — deliberately. Every enforceable China NNN rests on the same tested structure: non-use, non-disclosure, non-circumvention, Chinese jurisdiction, and liquidated damages a Chinese court will actually enforce. What changes with every client is how strongly each protection is calibrated — a judgment call a PRC attorney makes from how your product actually leaks, not a form to fill in.

Custom NNN — from $1,400

  • ✓Bilingual EN/CN drafting tailored to your product
  • ✓PRC jurisdiction + enforceable liquidated damages
  • ✓First draft from 5 business days
  • ✓2 rounds of revisions included (extra rounds $100 each)

Written specifically for you in every draft

Core non-use, non-circumvention and non-disclosure clauses tailored to your product category, its characteristics and your sales channels; the definition of your confidential information (your drawings, specs, packaging, pricing); a liquidated-damages figure calculated from your order value; the dispute route we would actually enforce; and the protection calibration above.

Full scope — what the base fee covers +

Included: Non-use, non-disclosure and non-circumvention protection drafted around your product; a confidential-information definition listing your actual materials (drawings, specs, samples, packaging, pricing); a liquidated-damages figure calculated from your order value, with the calculation basis stated so a PRC court can uphold it; a right to demand records of production and use of your information; your supplier's registered Chinese legal name; Chinese as the governing language; a dispute route (PRC court or arbitration) selected for enforcement; two rounds of revisions, including revisions the manufacturer requests.

Not included: Tooling / mold ownership clauses, supplier verification, and receipt of the signed original are separate add-ons below. Enforcement after a breach is a separate engagement.

Add-ons — only if your matter needs them

Add-ons are part of the NNN drafting service and are not sold separately.

Tooling / mold ownership clauses+$400

Clauses written into your NNN — not a standalone tooling agreement. A practical layer of protection when a full tooling agreement is hard to get signed, e.g. for Amazon sellers with limited bargaining power.

What's included +

Included: Clauses stating that molds and tooling you paid for belong to you; a ban on using them for any other customer, for the factory's own products, or to make goods listed on Amazon or sold to other cross-border sellers; a ban on keeping copies; return or handover obligations when cooperation ends; a damages figure specific to tooling misuse; and a mold schedule annex recording mold numbers, photos and which factory holds them.

Not included: Mold development, acceptance, installment payments, repair and wear, storage, insurance, scrapping, transfer between factories, and ownership of drawings or improvements — these belong in a standalone tooling agreement. Also not included: registering your IP in China, or physically inspecting the factory on site.

Manufacturer identity verification+$200

Registration, exact legal name, and public records — checked before you sign. A misspelled name can void enforcement.

What's included +

Included: The company's registration record (registered Chinese name, Unified Social Credit Code, status, registered capital, address, business scope); litigation records through court systems accessible to PRC lawyers, including IP-related cases; and a basic scan of the company's trademark filings. Delivered as a short written note before you sign.

Not included: Financial or credit assessment of the company.

Affiliated-company check+$100

Maps the supplier's affiliated companies so the NNN binds the entities that will actually touch your product.

What's included +

Included: Identifying the supplier's parent company, subsidiaries and related companies from public registration records, so the NNN can name and bind the entities that will actually receive your information or production. Ordered together with manufacturer verification.

Trading-company verification+$100

Checks whether public records are consistent with a manufacturer or trading-company role — an NNN signed only with a middleman may not bind an unnamed factory.

What's included +

Included: Checking the counterparty's registered business scope and public records for manufacturer or trading-company signals, and flagging when an unnamed factory or other entity should also be identified and bound. Public records do not replace an on-site factory audit.

Signed original: receipt & page-by-page text match+$200

We receive the chopped paper original, check the sender address, verify it page by page against the final draft, keep the courier record, and forward it to you (international courier at cost).

What's included +

Included: Receiving the chopped paper original from the supplier in China; checking the sender address; verifying the signed text page by page against the final draft — so a swapped clause or missing page is caught before the original reaches you; keeping the courier records as evidence; and forwarding the original to you by international courier (courier at your cost).

Not included: Verification of the authenticity of any seal.

High-value damages designquoted by attorney

For orders of $50k and above — damages sized and justified to survive a PRC court's review. Scope and fee confirmed by the attorney in your written quote.

What's included +

Included: For orders of $50k and above, the liquidated-damages amount and its calculation basis are designed around your actual exposure — order value, product margin, and how the product leaks — and written to survive a PRC court's review under Civil Code Article 585. The scope and fee for this component are confirmed by the attorney in your written quote.

Why let us receive the signed original?

Your supplier signs in Chinese. Would you notice if the signed version isn't the version we drafted? We would. And when a court or arbitration body asks for the original, you'll have the right one — with the courier trail on record.

Why NNN, Not NDA

A standard NDA won't protect you in China

Western NDAs are drafted for Western courts. In China they are often unenforceable — or worse, trigger a choice-of-law dispute before the merits are ever heard.

01

Designed for enforcement in China

Drafted in Chinese, governed by PRC law, with a dispute route selected for the supplier location, asset location, and transaction risk.

02

Liquidated damages built-in

Fixed penalty amount for the kind of unexpected, hard-to-quantify breach losses that ordinary damages math cannot capture.

03

Non-use + non-circumvention, not just secrecy

Standard NDAs only cover non-disclosure. NNN adds non-use (the factory making the product for itself) and non-circumvention (the factory selling directly to your customers) — the two losses that actually happen in China sourcing.

NDA vs NNN

Why the difference matters in dispute

DimensionStandard NDANNN Agreement
Governing lawUsually US / UK / HK law — PRC courts may refuse to apply.PRC law, drafted bilingual. Chinese version controls.
JurisdictionForeign court. Virtually unenforceable against a PRC supplier.PRC court or CIETAC clause selected after reviewing supplier location, assets, judicial experience, and enforcement needs.
ScopeOnly "no disclosure." Silent on supplier using your IP themselves.Covers disclosure + use + circumvention — all three risks.
DamagesMust prove actual loss — extremely hard cross-border.Liquidated damages are pre-agreed, but PRC courts may reduce amounts they find excessive — especially when they exceed actual loss by roughly 30%.
How It Works

From guided intake to signed NNN — standard matters start at 5 business days

01

Guided intake

Answer structured questions designed from real NNN matters: supplier scope, IP status, damages basis, timing and negotiation needs.

No paid meeting first
02

Draft

A PRC-licensed attorney at Shanghai XinBen Law Firm drafts the NNN in Chinese with bilingual EN translation.

Lawyer drafting
03

Review

You review the EN version and flag changes. Feedback revisions are included before the final version is issued.

Feedback round
04

Sign

Final PDF. Supplier signs in Chinese. You countersign. We file the record.

Final version
FAQ

Frequently asked questions

Legal content reviewed by Matthew Chou · PRC-Licensed Attorney · Last reviewed July 27, 2026

Before signing, the agreement should identify the same Chinese entity that will receive the protected information and perform the manufacturing work. We can check the manufacturer’s Chinese registered name, Unified Social Credit Code, registration status, legal representative, registered address, and business-license details, and compare them with the proposed signing party. We also review the execution materials and flag inconsistencies involving the signatory, company chop, or signing authority.
Many foreign buyers want an NNN agreement that can be reused with different Chinese manufacturers. We can prepare the agreement as a master framework for this purpose. However, this does not mean that the completed agreement can be used with every manufacturer simply by replacing the company name. The master framework can preserve the main protection structure and reduce the work required for future manufacturers. Before it is reused, however, the new manufacturer, the product, the information to be disclosed, and the proposed production arrangement should still be reviewed. Different manufacturers may use subcontractors, receive different technical materials, undertake different development work, or hold different assets in China. These differences may require changes to the agreement. A master framework therefore makes future use more efficient, but each new use should still be legally reviewed and adapted. Reusing the agreement without this step may create a false sense of protection and leave important risks uncovered. Review and adaptation for each additional manufacturer would be scoped separately.
Yes. The agreement can prohibit the manufacturer, its affiliates, and approved subcontractors from applying for or using the client’s trademarks, Chinese-language brand names, domain names, company names, online-store names, or similar identifiers. It can also require withdrawal or transfer of an unauthorized application and provide contractual remedies for breach. The NNN should be signed before confidential designs, specifications, or brand materials are disclosed. If the brand has already been finalized, a China trademark filing may be considered separately or in parallel. Trademark registration is not a condition for signing the NNN.
This is a common problem when a foreign buyer decides to move production to another manufacturer and asks the existing manufacturer to release or transfer the tooling. Once the manufacturer realizes that future orders may be moved elsewhere, it may delay the transfer, stop responding, or raise new conditions for releasing the tooling. Even where the contract clearly states that the tooling belongs to the foreign buyer, the manufacturer may still demand storage fees, maintenance fees, transfer fees, payment of disputed invoices, or other additional charges before allowing the tooling to leave its factory. If the contract does not also contain a clear and workable release mechanism, the buyer may have to spend substantially more time and money resolving the dispute, while its production schedule may be seriously disrupted. Recovering the tooling through legal proceedings in China may be possible, but legal action takes time. Manufacturing replacement tooling also takes time and may involve substantial additional cost. The buyer may therefore face a difficult choice between pursuing the existing tooling and restarting production elsewhere. If you have already signed a manufacturing agreement or tooling agreement, the relevant provisions should be reviewed as early as possible. Tooling ownership is only one part of the issue. The wording of the agreement, the payment records, the actual production arrangements, and the manufacturer’s stated reasons for withholding the tooling may all affect the available options. Where the contractual arrangements are incomplete, it may still be possible to negotiate a supplemental agreement before the relationship deteriorates. If the manufacturer has already refused or delayed the release of the tooling, early involvement by a PRC lawyer may help clarify the legal position, preserve evidence, and support negotiations before the dispute escalates. If you are still negotiating the contract, the tooling arrangements should be addressed carefully before production begins. A few general sentences stating that the buyer owns the tooling may not be enough to prevent a manufacturer from using its physical control of the tooling as leverage later.
The manufacturer’s location is an important factor. Where the manufacturer and its assets are located in a major commercial or manufacturing center—such as Shanghai, Jiangsu, or Guangdong—the relevant courts may have substantial experience handling foreign-related commercial and intellectual-property disputes. In those circumstances, PRC court litigation may provide a direct and practical enforcement route. CIETAC arbitration may be preferable where the parties place greater weight on non-public proceedings, a specialist tribunal, procedural-language flexibility, or particular cross-border enforcement considerations. We assess the manufacturer’s location, asset location, judicial experience, claim value, confidentiality needs, interim-relief strategy, cost, and enforcement route before recommending one clear dispute-resolution clause.
No — and this is the single most common mistake. Translated NDAs fail in Chinese court because the legal concepts don't map. NNN is drafted PRC-native from the start.
Legitimate suppliers sign them routinely. If a supplier refuses to sign an NNN, that itself is a red flag worth heeding.
We draft a HK-law variant. The core structure holds but enforcement mechanics differ — we adjust accordingly.
PRC courts generally respect agreed liquidated damages, but may reduce amounts they find excessive — especially when they exceed provable losses by roughly 30%. We recommend ranges based on your product margin and typical breach scenarios.
Before each potential recipient receives non-public designs, samples, technical files, tooling information, supplier or customer lists, or other protected material. If you are comparing several factories, identify who will actually receive the information and have each relevant Chinese entity sign an agreement adapted to that disclosure. Do not leave the counterparty blank or assume an NNN signed by a sourcing agent automatically binds an unnamed factory.
A properly drafted NNN can prohibit the factory from using your designs or specifications for itself or others. But production quantities, permitted overruns, rejected goods, scrap, disposal records, tooling control, inspections, and remedies normally need detailed treatment in a manufacturing or supply agreement. The NNN and the manufacturing agreement serve related but different purposes.
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Protect your design before you ship the spec sheet.

Fixed-price NNN drafting by a PRC-licensed attorney at Shanghai XinBen Law Firm. Bilingual EN/CN. Review of an existing NNN/NDA starts from $400; new China-facing NNN drafting starts from $1,400.

Start NNN drafting — $1,400 →
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