NNN vs NDA · OEM / customs · IP flagship.
Chop a China-law NNN on the factory’s registered name before any drawing pack leaves your laptop. The paper must bind use (no clone SKU), disclosure, and circumvention (no going around you to the buyer or mould shop), in Chinese, with a PRC court or CIETAC seat and liquidated damages a judge might keep. It sits beside the purchase order and quality terms — it does not replace a China trademark or design patent. A US NDA plus a handshake PO is the usual empty stack. Treat information as secret if you also want Anti-Unfair Competition Act backup.
At a glance
| Question | Short answer |
|---|---|
| NNN vs the compare page? | Compare = which instrument. This page = how to run the sprint. |
| When is it enough? | For factory leak/clone/end-run risk — not for brand ownership. |
| Must it be Chinese? | Yes if you want a Suzhou judge to read it. |
| Before drawings? | Yes. After is a confession. |
| Replace TM? | No. File in parallel. |
Scope and legal framework
Civil Code (contracts, confidentiality, liquidated damages). The three covenants are ordinary contract terms. Damages clauses can be reduced if grossly excessive. Name the legal entity that actually runs the line.
Anti-Unfair Competition Law (trade secrets). Helps if you took reasonable confidentiality steps. The NNN is the easiest exhibit that you did.
Practical workflow
- Pull the business licence; confirm who will chop.
- Draft Chinese prevailing text: non-use, non-disclose, non-circumvent, LD, PRC forum.
- Chop before CAD, BOM or mould deposit.
- File China TM (and designs if they matter) the same week.
- Keep a dated disclosure log against that chopped party.
Common mistakes
- Trading-company chop, factory on the shop floor.
- USD 50 million LD a court will slash to nothing useful.
- Treating the PO as the NNN.
Action checklist
- Licence name = chopped name = party on the PO.
- Three covenants present in Chinese.
- PRC forum + service address.
- No drawings until wet chop.
- TM search/file this week.
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