Chinese NNN Agreement




    I. Definition of the “NNN” Contract

    (Non-Disclosure | Non-Use | Non-Circumvention)


    The Chinese NNN Agreement is an agreement that protects foreign companies in their business dealings with Chinese suppliers by limiting the disclosure, use and circumvention of the company’s confidential information.


    It is commonly used in business contexts such as manufacturing, distribution, franchising or joint venture and provides legal protection against the infringement of intellectual property rights and confidential information such as trade secrets, patents, customer and supplier information. The Chinese NNN Agreement is usually written in 2 languages, Chinese and English.




    II. What does the NNN Contract protect against?


    (Examples) In case of not signing a Chinese NNN Contract with your Chinese supplier, the latter is legally free to :


    ▪️Sell its products, next to you, on the same marketplace and in the same country as you, at better prices.

    ▪️Increase its prices in a brutal way and without prior notification.

    ▪️Contact your end customers, the Marketplace on which you sell, and resell your concepts and critical information to your competitors.

    ▪️Modify the quality of your products, or the nature of the products supplied, or the packaging, without informing you.

    ▪️Compete with you, with better products, cheaper, on the same marketplace, in the same country





    III. Clauses


    To allow you to imagine your NNN Contract, the basis of the relationship with your supplier, here are the type of clauses we can insert:


    1. Non-disclosure clause: this clause prohibits the Chinese business partner from disclosing confidential information of the foreign company to third parties, including its employees.

    2. Non-use clause: this clause prohibits the Chinese business partner from using the foreign company’s confidential information for purposes other than those provided for in the agreement.

    3. Non-Circumvention Clause: this clause prevents the Chinese business partner from circumventing the agreement by dealing directly with the foreign company’s customers or suppliers, or even distributor (Marketplace).

    4. Non-Liability Clause: this clause clarifies the limits of the parties’ liability in certain specific situations.

    5. Non-competition clause: this clause prevents one party from competing with the other party during or after the end of the contract.

    6. Intellectual Property (IP) Clause: This clause specifies that all intellectual property rights to the products or services developed under the agreement belong to the foreign company.

    7. Termination Clause: this clause specifies the conditions for termination of the agreement, especially in case of violation of any of the clauses of the contract.

    8. Jurisdiction clause: this clause specifies the competent jurisdiction in case of a dispute.




    IV. Drafting and Practical Use


    1. You can discuss with your supplier about preparing a NNN contract that you will submit to them later

    2. On the Fenchell form (sent by email after your purchase), choose the Clauses we need to insert, and fill in all the fields

    3. After receiving your Fenchell NNN Contract, send it to your Chinese supplier for review, for objections or not

    4. We include 2x revisions (modifications) of the Contract if requested by you – or your Chinese supplier



    Once the contract has been signed by both parties, you can start your business with peace of mind with your supplier.


    The presence of this contract at the time of the transfer of your company will contribute to increase its value.


    After signature and in case of non-compliance with your NNN Contract by the Chinese supplier, and in the absence of an amicable agreement, contact our partner lawyer quickly to prepare your defense before the competent jurisdiction determined in the NNN Contract.



    Contact information for our partner attorney in the event of a breach of the NNN Agreement:


    lawyer chinese fenchell partner contract agreement NNN

    David Wang :






    1. We review your application


    2. Our lawyer drafts your contract

    3. Your contract is ready to be signed


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