Sample deliverable · China NNN agreements
China NNN Agreement Sample: Clause Map and Extracts
An NNN is a non-disclosure, non-use and non-circumvention agreement. This sample shows a complete set of five documents. The single-supplier NNN, from USD 1,500, delivers the main agreement, the onboarding checklist and the signing note. The main agreement has a short clause on buyer property, including files and molds. Detailed tooling terms, the code of conduct and the subcontractor undertaking have their own prices. This page shows what is in the set and how three of the clauses read. It is based on a set prepared for a real client.
WHAT THE SET CONTAINS
| Document | What it does |
|---|---|
| NNN Agreement | The main agreement. It covers non-disclosure (not telling others), non-use (not using your information for anything else) and non-circumvention (not going around you to deal with your contacts). It also has the clauses a China supplier relationship needs on production, subcontracting, tooling and remedies. In Chinese and English, with the Chinese text controlling. |
| Supplier Code of Conduct | Day-to-day rules under the NNN: who may see files, taking photos on the factory floor, and what the supplier must report. |
| Annex A: Subcontractor Undertaking | An undertaking the approved subcontractor signs to the buyer in its own name, before it sees anything. |
| Supplier Onboarding and Signing Checklist | Sent to the supplier first. It collects the registered Chinese name, credit code, factory address and the name of the person signing. This happens before any confidential information goes out. |
| Signing note for the buyer | Step-by-step instructions for your team. They cover how to check the company and its seal, how to collect scans and originals, and what to send back for review. |
Clause map of the NNN Agreement
The agreement has eighteen clauses. A standard NDA leaves out several clauses that Chinese disputes depend on. They cover non-use, non-circumvention, overruns (extra units made beyond your order), the real factory and tooling.
- 1Purpose and commercial context
- 2Protected information
- 3Non-disclosure obligations
- 4Non-use obligations
- 5Non-circumvention
- 6Intellectual property and no registration
- 7Unauthorised production, overruns, rejects and scrap
- 8Subcontracting, actual factory and supplier group
- 9Tooling, molds, files and buyer property
- 10Return, deletion and data control
- 11Supplier code of conduct and project documents
- 12Records, verification and cooperation
- 13Term and survival
- 14Breach, liquidated damages and other remedies
- 15Governing law and dispute resolution
- 16Electronic communications and evidence
- 17Language
- 18General
Extract: information shared before signing
2.3 Information is protected whether or not it is marked “confidential”, “proprietary” or with similar wording.
2.4 Within fifteen (15) working days after signature, the Supplier shall give the Buyer a written list of the Protected Information, files, samples, tooling and prototypes it received before the Effective Date, identifying where each is held and which personnel have had access. Omission from that list does not exclude information from this Agreement.
Why it is there. Most buyers have already sent drawings before anything is signed. Clause 2.4 brings that earlier material under the agreement. It also makes the supplier write down where it is kept.
Extract: non-circumvention
5.1 The Supplier shall not bypass, avoid or circumvent the Buyer in relation to any Protected Relationship. “Protected Relationship” means any client, prospect, partner, designer, supplier, distributor, intermediary, freight partner or other commercial relationship that the Supplier first learns of through the Buyer or through a Buyer project.
5.3 The Supplier shall promptly, and no later than two working days after becoming aware, notify the Buyer of any enquiry or approach from a Protected Relationship concerning Buyer products, related products, repeat orders, replacements, modifications or substantially similar work. The Supplier may give a necessary acknowledgement and direct the contact to the Buyer, but shall not use the approach to quote or transact.
5.4 This Clause does not prevent the Supplier from continuing a demonstrable pre-existing independent relationship that it can evidence in writing existed before the Buyer’s introduction, provided the Supplier does not use Protected Information or Buyer-specific products, pricing or opportunities in that relationship.
Why it is drafted this way. A Chinese court will read a non-circumvention clause narrowly. A clause that looks like it divides up a market can fail under competition law. So this clause covers only relationships the supplier learned of through you. In the full clause, the restriction is also limited to your products and to a fixed period for each relationship. It also lets the supplier keep relationships it can prove it already had. That way, a court can see that the clause protects your business.
Extract: overruns, rejects and scrap
7.1 The Supplier shall manufacture only the quantity expressly authorised by the Buyer, plus only such reasonable process allowance as the Buyer approves in writing. No unauthorised overrun, “extra”, second, sample, reject, defective unit or scrap may be sold, transferred, displayed, gifted, retained for commercial use or otherwise released to any third party.
7.2 The Supplier shall keep project and batch records of authorised quantities, actual production, deliveries, excess units, rejects, scrap and disposal. Unauthorised production or overruns shall be reported to the Buyer within 24 hours after discovery, and returned or securely destroyed on the Buyer’s written instruction, with a disposal certificate.
Why it is there. Overproduction puts genuine-looking copies of your product on the market. Nobody has to copy the design. Chinese courts have held OEM factories (factories that make goods to your order, under your brand) liable for it. The batch records give you the evidence.
What this sample leaves out
This sample leaves out the full agreement, the Chinese text and the liquidated damages figures (the fixed sums payable for a breach). It also leaves out the dispute clause and anything specific to the client’s products. Each NNN is drafted around your deal, your suppliers and where their assets are. Drafting starts at USD 1,500. The scope and fee are agreed in writing before the work starts.