NNN Agreement vs NDA When Sourcing from China
Published by Aeonix Trade.
Last fact-checked: November 10, 2026.
A typical NDA asks someone not to disclose what you showed them. NNN is the commercial name for a wider set of promises: do not disclose, do not use, and do not go around you. The English text of the Civil Code, checked on the State Council attachment on November 10, 2026, does not define "NDA" or "NNN". Article 464 says a contract is an agreement to establish, change, or end a civil relationship. If the parties write those three promises into an agreement, they are clauses. They are not a registration, and they are not a form this page will hand you to sign. This is not legal advice, and it does not say that an NDA is invalid.
What you can register is a different office. The English CNIPA trademark pages and the China Trademark Office site are where a mark is searched and filed. A promise not to use a drawing does not put your name on that register.
A pump drawing sent to three factories
A buyer has a soap-pump drawing that is not on a product yet. Wanting a fast quote, the buyer drops the file into three factory chats, with a note that it is confidential. No one has signed anything that says the factory will not use the drawing, and nothing says the factory will not offer the same pump to another brand. Two weeks later one chat replies with a photo of a similar pump "already in the line." There is no price in this story. The damage, if there is any, is the drawing, not an invoice.
Article 469 says a reproducible data message can count as a writing. The chat may be a writing. It still may not contain non-use or non-circumvention, because the buyer never wrote them. Send the restriction before the file, and keep the signed copy somewhere you can find it.
What non-use and non-circumvention add
| Promise | The plain question | What people often leave out of an NDA |
|---|---|---|
| Confidentiality | Will they keep the drawing, the costs, and the customer name to themselves? | This is the promise most NDAs actually write |
| Non-use | Will they refrain from using your drawing to make the product, for you or for someone else? | Often missing. Secrecy alone does not say they cannot build it |
| Non-circumvention | Will they refrain from going around you to your customer or your other supplier? | Often missing. A quiet factory can still sell past you |
Those three lines are contract language the parties choose. They are not an official definition I could find on CNIPA. Article 470 says the parties agree the content of a contract, and that they may refer to model contracts. Referring to a model is not the same thing as this website publishing one. Do not copy a "China NNN" off a blog and treat it as filed with an office.
What an NNN still does not cover
It does not replace a purchase contract. Price, quality, inspection, and default live there. It does not replace a trademark check before you import. A promise from one factory does not stop a stranger from owning the name. It does not decide who owns the shape. That split is on the OEM page and the ODM and private-label page. How the sample itself travels is shipping samples from China.
- Write the restriction before the drawing or the sample leaves you.
- Name confidentiality, non-use, and non-circumvention as separate sentences if you want all three.
- Name who is bound: the company, not only the salesperson in the chat.
- Say what was disclosed, in a list, so a later argument is not about a vague "idea."
- Keep the purchase contract, the trademark search, and this agreement as three files.
- Have counsel read the Chinese text before anyone signs. Article 466 is about conflicting language versions. It is not a reason to skip that reading.
Pitfalls
- Emailing a drawing to several factories and writing "confidential" in the subject line only.
- Assuming an NDA that only says "do not tell" also says "do not build."
- Calling the agreement a China registration. CNIPA is a different act.
- Signing an English file and a Chinese file that were never compared. Article 466 says conflicting texts are read through the related clauses, the purpose, and good faith, where the parties agreed the texts are equally authentic.
- Asking this page for a signature block. There is not one.
Name the drawing, the sample, and whether you need non-use on the RFQ. If the product is being developed under your brand, start from OEM or private label, and keep this agreement beside that work rather than inside it.
Frequently asked questions
Is an NDA useless when sourcing from China?
This page does not say that. The Code's English text does not call an NDA invalid, and it does not mention NNN. A narrow NDA may simply fail to say non-use and non-circumvention. Add those sentences if that is the deal you want, and have counsel read them.
When should the agreement be signed?
Before the drawing or the sample is shared. A restriction written after three factories already have the file does not rewind the sending. Article 469 may still make the earlier messages a writing. It does not insert promises you never made.
Does NNN replace a trademark?
No. A contract binds the people who agreed to it, which is the shape of Article 465: a contract formed in accordance with law binds the parties, unless the law says otherwise. A trademark is an office filing. Search and file on the official pages linked above.
The production file next to this one is Private Label Meaning, starting a private label from China, tooling and mold ownership, and Amazon Brand Registry.
Official sources
- State Council Civil Code notice and the English attachment. Checked November 10, 2026. The Chinese text prevails. NNN is not a defined term in that text.
- CNIPA English trademark pages. Checked November 10, 2026.
- China Trademark Office. Checked November 10, 2026. The page offers trademark search. This article does not teach the clicks.
This is not legal advice, and it is not a signable agreement.
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