NNN & Manufacturing Agreements
for China
Protect your designs, supplier relationships, and production position before problems start.
Whether you already have an English draft, need a China-facing NNN from scratch, or are moving into production-stage issues, the right starting point depends on where you are in the factory process.
Core Protection for China Factory Work
Different stages require different protection layers. The right document depends on where you are in the factory process.
Already Have an English NNN Draft?
If you already have an English draft and want to confirm the PRC revision points first, start with our China NNN Review package. We normally review the English first, then finalize the Chinese controlling version after the revision points are confirmed.
Why This Matters
Why a standard NDA is often not enough for China manufacturing
In China factory relationships, the real risks are not limited to disclosure. They often involve use, circumvention, unauthorized subcontracting, and loss of control over drawings, molds, specifications, and supplier relationships. That is why many foreign brands need more than a basic NDA.
Disclosure is only part of the risk
A supplier may not openly leak your information, but may still use your drawings, product structure, or sourcing position in ways that damage your business.
Use and circumvention matter more in practice
A real risk is not just copying. It is the factory using what you shared, going around you, or selling through related entities, affiliates, or downstream channels.
Factory-side leverage can be lost early
Once product details, customer targets, tooling concepts, or quality requirements are shared too casually, your leverage may weaken before production even starts.
English-only templates do not automatically work in China
A contract that sounds strong in English is not necessarily structured in the way a China factory will take seriously or a PRC court is more likely to respect.
Real Concerns
What foreign brands are really worried about
Most clients do not begin by asking for an NNN agreement. They begin by worrying about what could happen once the factory sees too much, knows too much, or realizes too early how valuable the opportunity is.
Will the factory use my drawings for someone else?
Once technical files, packaging concepts, dimensions, or samples are shared, clients worry that the same work may quietly reappear elsewhere.
Will they go around me and sell directly?
For many brands, the real fear is not simple copying. It is losing control of the supplier relationship, customer channel, or commercial position.
Will production be pushed to an unapproved subcontractor?
Clients often worry that the factory they negotiated with may hand work to another entity they never assessed or approved.
If the agreement is breached, will the damages clause actually hold up?
A clause that looks aggressive on paper is not always the same as one that delivers real deterrence and has practical legal value in China.
Is the Chinese version really enforceable, or just translated?
What many foreign clients need is not just bilingual wording, but a Chinese controlling version that is structured with enforcement in mind.
Enforceability First
The goal is not the biggest penalty on paper
The real goal is a contract structure that a China factory takes seriously and a PRC court is more likely to respect. In practice, stronger protection is not just about making the number bigger. It is about drafting the relationship, the obligations, and the remedies in a way that supports both deterrence and practical enforceability.
What people often assume
The bigger the damages amount, the safer the contract
A strong English clause is enough if translated later
A standard NDA already covers the real risk
Signing any paper is better than structuring the right paper
What actually matters in China
Chinese-law structure and PRC forum logic
A Chinese controlling version that is legally precise
A damages framework calibrated for deterrence and practical support
Clear restrictions on use, circumvention, subcontracting, and execution
A document the factory is more likely to take seriously from the start
The right question is not whether a clause sounds tough.
The right question is whether it is positioned to matter in China.
Decision Guide
Which protection layer do you need now?
The right starting point depends on where you are in the factory relationship process.
Best for
Already have an English draft
If you already have an English NNN draft and want to confirm the PRC-facing revision points before finalizing the Chinese version, this is the most efficient starting point.
Start with PRC ReviewBest for
Before first factory outreach
If you have not yet shared drawings, samples, tech packs, pricing, or supplier introductions, and need a China-facing NNN from scratch, this is the right starting layer.
Ask About China NNN StarterBest for
Sampling, tooling, production, and delivery
Once you move beyond early factory discussions and into production-stage issues, you usually need a broader manufacturing agreement covering ownership, quality, timelines, delivery, payment, and subcontracting.
Ask About Manufacturing AgreementBest for
Extra diligence before commitment
If you are unsure about the entity, registered details, or practical background of a supplier, a factory-side verification add-on may help reduce risk before deeper engagement.
Ask About Verification SupportScope
What we actually cover
Practical factory-side protection — not a generic template, not a checklist of legal jargon.
- Non-disclosure, non-use, and non-circumvention structure
- PRC governing law and China court jurisdiction setup
- Chinese controlling version drafted for enforcement logic, not just translation
- Liquidated damages calibrated for deterrence and practical PRC court support
- Mold, tooling, and fixture ownership and return provisions
- Subcontracting and affiliate restriction clauses
- Delivery, quality, and penalty structure (for manufacturing agreements)
- Chop / seal execution logic and bilingual consistency review
Deliverables
What This Work Looks Like in Practice
Not a standard template. Each engagement produces practical outputs structured for the factory relationship stage and the client’s risk profile.
PRC Review Notes
A concise review of an existing English draft from a China enforceability perspective. Flags risk points on damages, scope, execution, and signing before the Chinese version is finalized.
Bilingual NNN Agreement
A China-facing bilingual NNN structure for early supplier and factory contact. Addresses non-disclosure, non-use, and non-circumvention separately with a Chinese controlling version.
OEM / Manufacturing Agreement Clause Set
Clauses that address tooling ownership, quality standards, delivery terms, payment logic, subcontracting restrictions, brand use, and chop / seal execution.
China Factory Signing Checklist
A practical checklist covering company chop, full legal name, unified social credit code, signatory details, and execution steps for China-side signing.
Already Have Draft Materials?
If you already have an English NNN draft, the most efficient starting point is a PRC-focused review before the Chinese version is finalized.
Protection Layers
How contract protection works with trademarks and patents
These are not substitutes. They work together.
Trademarks
Protects your brand in the market and at the China border. Prevents bad-faith filers from registering your name or logo in China before you do.
Design Protection
If a product has commercially distinctive visual features, a design patent may be worth considering alongside contract protection. Particularly relevant for consumer goods, apparel, and packaging.
Utility / Invention Patents
Protects the invention or technical right. Provides a registered basis to exclude others from using that specific technology or functional feature in China.
NNN / Manufacturing Agreements
Protects your leverage inside the factory relationship. Addresses disclosure, use, circumvention, and production control — where trademark and patent registration alone cannot reach.
These are not substitutes. Contract protection operates inside the factory relationship. Trademarks operate in the market and at the border. Design and patent rights operate against third-party copying. Each layer addresses risks the others cannot.
Explore the other protection layers:
Packages
Three ways to start
Choose where you are in the factory process — the right protection layer depends on your current stage.
Fixed fee
USD 750
Best for: clients who already have an English NNN draft
- PRC Review Notes
- Key Commercial Choices
- English-first revision logic
- China Factory Signing Checklist
- Chinese version finalized after revision points confirmed
Starting from
USD 1,500
Best for: before first factory outreach — no English draft yet
- China-facing bilingual NNN structure
- Non-disclosure / non-use / non-circumvention logic
- PRC enforceability drafting direction
- Chinese controlling version
- Initial practical execution guidance
Starting from
USD 3,000
Best for: sampling, tooling, production, quality control, and delivery stages
- Manufacturing contract structure
- Tooling / ownership / quality / delivery logic
- Subcontracting restrictions
- Bilingual execution framework
- PRC-facing practical drafting
Tell us where you are in the factory process
Send us your current situation — what you have already shared with the factory, and whether you are in outreach, sampling, or production. We will point you to the protection layer that makes the most sense now.
Who handles this work
Client-facing communication and risk framing. China-facing drafting and enforceability review. Each role is defined and independently verifiable.
Peter Lin
Client-Facing Lead
Primary client contact for risk framing, communication, and engagement direction. You work directly with him — not through a sales queue.
OpenPTO Hong Kong
Client Coordination & Agreements
Registered entity for client agreements, invoicing, and cross-border coordination. Verifiable through the Hong Kong Companies Registry.
China-Side Drafting Team
China-Facing Drafting & Review
Handles the Chinese controlling version and enforceability review. China-facing drafting requires legal precision beyond accurate translation.
FAQ
Common questions
Practical answers — not law school explanations.
Is a standard NDA enough for a China factory?
Typically not. A standard NDA addresses disclosure — but in China factory relationships, the risks of non-use and non-circumvention are often just as significant. An NDA may not cover what happens when the factory uses your drawings for a competing client, or goes around you to sell direct. An NNN agreement addresses all three dimensions explicitly.
Can you review my existing English NNN draft?
Yes. If you already have an English draft, the most efficient starting point is usually a PRC-focused review of the English first. We flag enforceability issues, recommend commercial choices, and only finalize the Chinese controlling version after the English revision points are confirmed. See our China NNN Review package.
When do I need an NNN vs an OEM / manufacturing agreement?
An NNN agreement is appropriate for the early stages — outreach, RFQ sharing, drawing review, and first discussions. Once you move into sampling, tooling, and actual production, you need a manufacturing agreement that covers the full production relationship: delivery, quality, tooling ownership, penalties, and brand use restrictions. The two are complementary, not interchangeable.
Does the Chinese version need to control?
For practical enforcement in PRC courts, yes. Agreements where the English version controls create a translation dependency in Chinese proceedings. A Chinese controlling version that is precisely drafted — not just translated — is the more defensible structure for actual enforcement purposes.
Can I just use my U.S. or EU template?
You can use it as a starting point, but it typically cannot serve as the final agreement. U.S. or EU templates are often drafted around common law jurisdiction, specific statutory frameworks, and court systems that Chinese enforcement does not mirror. The factory may also be unfamiliar with the structure, which reduces deterrence value before any dispute arises.
Can contract protection work alongside trademarks or design protection?
Yes — and in many cases it should. Contract protection operates inside the factory relationship. Trademark protection operates in the market and at the border. Design protection can protect commercially distinctive visual features against third-party copying. These are not substitutes; they work together. For products with distinctive visual features, design registration alongside contract protection is worth considering.
Already have an English draft? Start with our China NNN Review — USD 750.