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China NNN Agreement (Bilingual) — Protect Your Toy IP Before You Share
What is an NNN Agreement?
The three "N's, plain English
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Non-Use: They cannot make, sell, or sample your product without you.
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Non-Disclosure: They cannot share CAD, BOM, or drawings.
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Non-Circumvention: They cannot go around you to your buyers or suppliers.
Why not just an NDA? Generic NDAs often lack enforceable scope and remedies in China. An NNN is tailored for local law and practice (bilingual, Chinese law/venue, company chop, and liquidated damages).
NDA vs NNN (and when to use each)
Takeaway: Use NNN for any supplier conversation in Mainland China; keep NDAs for Western partners/investors.
Must-have clauses for a toy-industry NNN
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Bilingual (EN/中文), Chinese law governs; venue in China.
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Exact party details as on the business license; company chop affixed.
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Non-Use scope tied to drawings, prototypes, molds, packaging, tooling, and derivative works.
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Non-Disclosure with a clear definition of "Confidential Information" and a survival period.
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Non-Circumvention covers buyer lists, agents, sub-suppliers, and look-alike products.
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Liquidated damages + injunctive relief; sample & mold ownership clarified.
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Assignment (if you move IP into a holding company) and supplier flow-down obligation.
How to use an NNN (5-step workflow)
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Draft — fill blanks + append a Sensitive Materials Schedule (drawings list or thumbnails).
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Send for chop — ask for red company chop & legal rep signature.
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Verify — match the Unified Social Credit Code and address to the business license.
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Share safely — watermark previews; send full CAD only after the signed NNN is back.
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Re-issue — for a new project or buyer list, issue a short Addendum.
Next: after NNN, roll into a Manufacturing Agreement to control price, quality, timelines, penalties, and tooling. Ask us for details.
Common mistakes (and how to avoid them)
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Using an English-only NDA—won't travel well in local courts.
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Getting a chop from a Hong Kong trading company while the factory is in Mainland China-bind the actual manufacturer.
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Vague definitions ("designs, etc.")—list files and prototypes precisely in an Exhibit.
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No damages clause—no leverage.
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Sharing drawings before the NNN is executed.
FAQs
Is an NNN enforceable in China?
Do I still need a Manufacturing Agreement after the NNN?
Court or arbitration—what should I pick?
Does the Hong Kong entity signature protect me if production is in Mainland China?
Can the NNN flow down to sub-suppliers?
Can I send previews before the NNN is signed?
How big should liquidated damages be?