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Controlled Public Starter

China NNN Agreement Template — English & Chinese

For issue spotting and preparation — not a ready-to-sign China NNN agreement.

Use this controlled public starter to identify questions before sharing CAD files, drawings, BOMs, prototypes, pricing, customer information, or other sensitive materials with a China-side supplier. Supplier-specific drafting still requires transaction-specific decisions.

  • Editable controlled public Word starter
  • Bilingual English + Chinese reference
  • Issue-spotting prompts before disclosure
  • Pre-Disclosure Worksheet included

Get the Controlled Public Starter

The Word file includes:

  • Controlled public bilingual starter
  • English drafting notes
  • Schedule A — Project & Protected Information
  • Pre-Disclosure Worksheet
  • Issue-spotting guidance
Get the Controlled Starter

Actual Document Preview

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Actual pages from the downloadable Word Starter Pack.

Editable Word document · English + Chinese

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Enter your email and select where you are in the supplier process. Your Word download will start immediately — no waiting for an email.

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What is in the Word file?

  • Controlled public bilingual starter
  • English drafting notes
  • Schedule A — Project & Protected Information
  • Pre-Disclosure Worksheet
  • Issue-spotting guidance

Why the Three Ns

What the Starter Helps You Spot

These are issue categories to identify before disclosure. The public starter does not decide how each control should be drafted for your supplier or transaction.

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.

Transaction-Specific Decisions

Issues the Public Starter Cannot Finalize

This is not a download-and-sign document. These categories depend on verified parties, the actual disclosure, and transaction-specific professional judgment.

The verified Chinese contracting entity
The project and protected-material boundary
Permitted recipients, affiliates, and subcontractors
Remedies and dispute structure
Controlling language and execution formalities

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

Use these prompts to identify what may need attention before disclosure. They are not a complete drafting workflow or an automatic legal conclusion.

Who will receive the information?

  • Chinese legal entity:
  • USCC:

What are you about to share?

Design and technical files Commercial and customer information Prototypes, tooling, or production assets Firmware, software, or source materials Supplier and subcontractor relationships

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

A controlled preparation worksheet with blank fields is included in 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:

You have already shared CAD, drawings, samples, or technical files.
Multiple suppliers, mold shops, subcontractors, or related factories are involved.
The supplier wants to change governing law, dispute resolution, language, or remedies.
Tooling or mold ownership matters.
The supplier will contribute product development or improvements.
You need exclusivity or broader non-circumvention controls.
You are moving from early disclosure into sampling, tooling, or production.
The supplier will not clearly identify the Chinese legal entity that is signing.

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 controlled public starter is for issue spotting and preparation, not signing. The correct Chinese legal entity, project scope, protected information, related parties, remedies, and dispute structure require transaction-specific decisions.

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?

The controlled public starter uses PRC law and Shenzhen Court of International Arbitration (SCIA) arbitration for substantive disputes. Preservation or interim relief may still be requested from a court with jurisdiction where PRC law allows. This is a controlled choice for the starter, not a rule for every China NNN agreement, and changes require transaction-specific review.

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.