What is an NNN agreement?

NNN stands for non-disclosure, non-use and non-circumvention. It is the agreement commonly used before sharing a design or specification with a Chinese manufacturer. The non-use and non-circumvention parts are what distinguish it from an ordinary NDA: rather than only restricting disclosure to third parties, they address the manufacturer using your design themselves or approaching your customers directly. Drafting one is legal work — this page covers the verification that should happen before it is signed, not how to write it.

Why is an NDA not enough for a Chinese manufacturer?

A standard Western NDA is typically built around secrecy and is often drafted for a foreign court and foreign law. The practical concern with a manufacturer is usually not that they publish your drawings — it is that they make the product themselves or sell to your buyers. Those are use and circumvention questions rather than disclosure ones. Whether any given agreement works is a legal question for a qualified China practitioner, not something a buyer can settle from a template.

Who should sign the NNN agreement?

The registered legal entity you are actually contracting with — identified by its exact Chinese name and its 18-character Unified Social Credit Code, not by the English trading name used in emails. If the factory and the exporting trading company are different companies, which one signs materially changes what the agreement reaches. This is a question a buyer can and should answer from public records before signing.

Should I register my trademark in China before sourcing?

China operates a first-to-file trademark system, so rights generally follow registration rather than prior use elsewhere. This is why the topic comes up alongside NNN agreements: both are pre-order steps rather than post-problem remedies. Timing, classes and strategy are matters for a qualified trademark practitioner — the buyer-side task is to raise it before drawings and samples start circulating, not after.

Before the drawings go outThe counterparty side

NNN agreements: the clauses matter less than who signs them.

Buyers preparing to send a design to a Chinese factory typically spend weeks on the wording of an NNN agreement and about ten minutes on the company that will sign it. That ratio is backwards. An agreement is a claim against a specific legal entity — and if that entity turns out to be a two-year-old trading company with no equipment and no assets, the drafting quality was never the constraint.

Published 10 August 2026 · 7-minute read · Prepared by Currawong’s China-side verification network.

1. What the three Ns cover, briefly

NNN stands for non-disclosure, non-use, non-circumvention. The distinction buyers care about is the second and third:

Non-disclosure — do not pass the information to others. This is the part an ordinary NDA already addresses.
Non-use — do not make the product yourself. This is usually the real fear, and a secrecy-only NDA does not obviously reach it.
Non-circumvention — do not go around me to my customers.

That is the concept. How to word each of the three, which law and forum to choose, what remedy to specify — those are drafting questions with real consequences, and they belong with a lawyer qualified in Chinese law. Several firms publish detailed material on exactly this, and it is worth reading before you commission anything.

We are a verification desk, not a law firm. Nothing on this page is legal advice, and we do not draft, review or assess agreements.

2. Where it sits in the sequence

The useful thing a buyer can control is timing, and timing is not a legal question.

An NNN agreement belongs before the first detailed drawing, specification, sample or tooling file leaves your side — which in practice means before most of the interesting conversations with a supplier have happened. Buyers routinely reach for one after a supplier has already had the files for a month, at which point it is closing a door on an empty room.

The same logic applies to the whole pre-order stack: an agreement, a trademark filing, and knowing who the counterparty is are all front-loaded steps. Every one of them is cheap before the deposit and expensive or useless afterwards.

3. The part a buyer can settle themselves: who signs

This is where public records do the work, and where most of the avoidable failure sits. Three questions, all answerable before signing.

Which registered entity is this? Every mainland company carries an 18-character Unified Social Credit Code on its business licence. Company names in China repeat constantly, and the English trading name in your emails may correspond to no registered entity at all. An agreement naming only an English name, or naming a company that does not exist in the register, starts from a weak position. Check the code structure in your browser, then read the live registration record.
Does this entity actually make anything? The registered business scope distinguishes a manufacturer from a company licensed only to trade. If the signing party is a trading company and the goods are produced by a separate factory, an agreement with the trader does not by itself reach the factory that holds your drawings. That may be perfectly acceptable — but it should be a decision, not a discovery. Read the scope in your browser, free.
Is the Chinese name exact? A Chinese company is identified by its registered Chinese name. Agreements signed only in English, against a name that does not match the register, create an identification problem before anyone reaches the merits. Get the exact registered characters and put them in the document. How the English sales name, the Chinese legal name and the code form one chain.

None of the three requires a lawyer. All three change what a lawyer can do for you later.

4. Why trademark registration comes up in the same conversation

China operates a first-to-file trademark system: rights generally follow registration rather than prior use in another market. Buyers discover this in an unpleasant way — a mark they have used at home for years is registered in China by someone else, sometimes by a party they were talking to.

The buyer-side action is again about timing, not law: raise it before drawings, brand files and sample packaging start circulating among factories. Which classes to file, how to structure the filing and what to do about an existing conflicting mark are matters for a qualified trademark practitioner.

What we can add from the registry side is narrower and still useful: knowing exactly which registered entity you have been dealing with — Chinese name and code — is the starting point for any search or any later dispute about who filed what.

The order these steps belong in

A workable sequence for a first order with an unfamiliar factory, with the legal steps left to legal professionals:

Identify the entity — exact Chinese name, 18-character code, registration status, business scope. Public records, minutes of work.
Handle brand protection — trademark filing considered before files circulate, with a qualified practitioner.
Put the agreement in place — drafted or reviewed by a China-qualified lawyer, naming the entity you verified in step one.
Then share the drawings, and only then start the commercial conversation in earnest.

Step one is the part we do. If you want the registration record read by someone in China — with the source named, the query date attached, and the limits stated — that is what this desk is for. Steps two and three need a lawyer, and we do not take that work or refer for commission.

This page describes public records and the order of a sourcing process. It is not legal advice, it is not a substitute for advice from a qualified practitioner of Chinese law, and nothing here should be relied on as an assessment of any agreement or its enforceability. Related: the full pre-payment checklist · checking whether a supplier can actually make it · what MOQ reveals about who you are talking to.