Free Practical Resource
Free China NNN Agreement Template — English & Chinese
A bilingual starting template for early supplier discussions
before you send CAD files, drawings, BOMs, prototypes, pricing, customer information, or other sensitive product information to a China-side manufacturer.
- Editable Word template
- English drafting notes
- Bilingual English + Chinese
- Pre-Disclosure Worksheet included
Get the China NNN Starter Pack
The Word file includes:
- Bilingual NNN Agreement
- English drafting notes
- Schedule A — Project & Protected Information
- Pre-Disclosure Worksheet
- Next-step guidance
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Actual pages from the downloadable Word Starter Pack.
Editable Word document · English + Chinese
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The same Word file includes the Pre-Disclosure Worksheet and Project Disclosure Schedule.
What is in the Word file?
- Bilingual NNN Agreement (English + Chinese)
- English drafting notes
- Schedule A — Project & Protected Information
- Pre-Disclosure Worksheet
- Next-step guidance
Why the Three Ns
What This NNN Is Designed to Address
The template is a practical starting point, not a guarantee. It is structured around the risks that matter most in early China supplier relationships.
Non-Disclosure
Keep protected information from being passed to unauthorized third parties.
Non-Use
Restrict use of disclosed information outside the defined project or permitted purpose.
Non-Circumvention
Address attempts to bypass the disclosing party through customers, contacts, or project relationships revealed during the engagement.
Unauthorized IP Filings
Address supplier-side patent, trademark, copyright, or other filing attempts based on disclosed project information.
Related Parties & Subcontractors
Make the China-side counterparty responsible for permitted recipients, related factories, subcontractors, and other disclosed parties as defined in the agreement.
Don't Sign It Blind
Before You Sign — What You Still Need to Fill In
This template is not a download-and-sign document. It requires completion for your specific transaction. The following items are not optional decoration — they define who the agreement binds, what it covers, and how it works.
Important: A supplier's English trading name, Alibaba store name, or sales contact name may not identify the correct PRC contracting entity. Confirm the Chinese legal entity before signing — this template does not verify entities for you.
Worksheet
Before You Send CAD Files: 5-Minute Pre-Disclosure Check
Run through this before sending anything sensitive. It is a simplified version — the full worksheet is included inside the Word Starter Pack.
Who will receive the information?
- Chinese legal entity:
- USCC:
What are you about to share?
Context checks
-
Why does the supplier need it now?
Document the business reason before sending.
-
Has an NNN been signed?
Yes / No
-
Will a mold shop, subcontractor, affiliate, or related factory see it?
Yes / No / I don't know
Have you already shared anything?
- Nothing
- High-level information only
- Drawings / CAD
- Prototype
- Full production files
Next control point
- Verify signing entity
- Sign NNN before further disclosure
- Limit disclosure
- Move to Product Development Agreement
- Move to Manufacturing Agreement
- Get transaction-specific review
The complete worksheet with blank fields is included in the Word Starter Pack.
Your Next Step
What Your Answers Mean
Use your answers to pick the typical next control point. These are practical guidance, not automatic legal conclusions — your situation may need transaction-specific review.
Blocking check
Chinese legal entity not confirmed
Verify the signing party first
A supplier's English trading name, Alibaba store name, or sales contact name may not identify the correct PRC contracting entity. Typical next step: confirm the exact Chinese legal name, USCC, and registered address before signing or sending files.
Hold
No NNN signed + about to share CAD / drawings / BOM / prototype / customer information
Hold sensitive files
Where practicable, sign the NNN with the verified entity before sending design, technical, commercial, or customer information. If files have already been sent, stop further disclosure and document what was shared.
Controlled proceed
NNN signed + still in early supplier evaluation
Proceed with controlled disclosure
Share only what is necessary for the current step, and record what was shared, with whom, and when. Consider keeping customer lists, pricing, and full production files out of early RFQ or feasibility rounds.
Contract upgrade
Sampling / joint development
Move to a Product Development Agreement
An NNN covers disclosure control, but sampling and joint development usually need development-specific terms on ownership of improvements, IP, costs, and use rights. Consider a transaction-specific review before signing.
Contract upgrade
Tooling / molds / production / quality / delivery / exclusivity / payment
Move to a Manufacturing Agreement
Production-stage matters — tooling ownership, quality, delivery, payment, exclusivity, and file control — typically go beyond an NNN. A manufacturing agreement may be needed, and the scope usually requires transaction-specific review.
Stop and reassess
Sensitive files already shared before NNN
Stop further automatic disclosure and review what has already been shared
Typical next step: pause further disclosure, identify the correct entity, and review what was sent, to whom, and when. An NNN signed now can still improve your position for anything shared after signature.
The same mapping is included at the end of the Pre-Disclosure Worksheet inside the Word Starter Pack.
Transaction-Specific Review
When a Free Template Is Not Enough
The free template is a starting point. These situations usually need transaction-specific review before you sign or send files:
Step by Step
How to Use This Starter Pack
A simple sequence for turning the template into a signed starting point — not a substitute for legal advice.
Confirm the China-side party.
Define the Project and permitted purpose.
Complete Schedule A.
Decide what can be disclosed now.
Sign before sending sensitive files where practicable.
Keep a record of what was shared and when.
Upgrade the contract when the project moves into development, tooling, or production.
FAQ
Frequently Asked Questions
What is a China NNN agreement?
A China NNN agreement addresses three separate obligations: non-disclosure (do not pass the information to third parties), non-use (do not use the information outside the defined project), and non-circumvention (do not bypass you through customers, contacts, or relationships revealed during the engagement). It is commonly used before sharing product files with a China-side supplier.
What is the difference between an NDA and an NNN agreement?
A traditional NDA focuses mainly on confidentiality and non-disclosure. A China NNN agreement goes further by also restricting use of the information and attempts to circumvent the disclosing party. In China supplier relationships, the risk is often not limited to disclosure, which is why the three-part NNN structure is commonly used.
Can I use this template with every Chinese supplier?
No. This is a starting template, not a one-size-fits-all contract. It needs to be completed and adjusted for the specific transaction, including the correct Chinese legal entity, project scope, protected information, related parties, duration, and dispute forum. Some situations require transaction-specific review before signing.
Should I sign an NNN before sending CAD files or drawings?
Where practicable, yes. Signing before sending CAD files, drawings, BOMs, prototypes, pricing, or customer information gives you the clearest starting position. If files have already been shared, an NNN signed before further disclosure is still a practical next step.
What if I already sent files to the supplier?
You can still improve your position. Stop further disclosure, identify the correct Chinese legal entity, document what has already been shared and when, and sign an NNN (or stronger agreement) before sharing anything more. The Pre-Disclosure Worksheet in this starter pack is designed to help you record that situation.
Does an NNN replace a manufacturing agreement?
No. An NNN is an early-stage protection tool for disclosure and relationship control. A manufacturing agreement typically covers sampling, tooling, quality, delivery, payment, IP ownership, and production terms once the project moves into development, tooling, or production.
Should I identify the supplier by its Chinese legal name?
Yes. A supplier's English trading name, Alibaba store name, or sales contact name may not identify the correct PRC contracting entity. The template requires the exact Chinese legal name, Unified Social Credit Code (USCC), and registered address so the agreement names the entity that is actually contracting with you.
Can I change the dispute resolution or language clauses?
Yes, but these clauses should be chosen deliberately, not copied from another contract. Governing law, dispute forum, controlling language, and remedies are transaction-specific decisions. If the supplier wants to change them, that is normally a sign that transaction-specific review is needed.
Does this template replace legal advice?
No. The template is a practical starting point and may require transaction-specific review. It is not legal advice, and it does not guarantee enforceability or full protection in any particular case.
Keep Reading
Related Practical Answers
Practical answers to the questions behind NNN timing and scope.