Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer

This document is a template for Non-Disclosure, Non-Use and Non-Circumvention Agreement  (also known as NNN agreement). It is primarily used when a party intends to engage in a business transaction with a manufacturer and would like to keep the information such as customer list, contacts, product specifications, marketing strategies etc. confidential. This is drafted in Neutral form.

This NNN Agreement is entered between the 'Discloser' (person who provides the information) and the 'Disclosee' (person receiving the information). It includes the following three types of protection:

1. Non-Disclosure: It requires the Disclosee to maintain the confidentiality of the Information. This clause is similar to the non-disclosure clause in a typical NDA.
2. Non-Use: It requires the Disclosee to use the confidential information only for the purpose agreed by the parties; and not to use the information to sell / compete with the Discloser.
3. Non-Circumvent clauses: This clause prevents the other party from copying the product and selling it to Discloser's customers. It also provides for monetary penalty in case of breach by the Disclosee.

NNN agreement is more comprehensive than the typical Non-Disclosure Agreement. It incorporates not only the non-disclosure provisions but also includes the ‘Non-Use’ and ‘Non-Circumvent’ clauses.

It is recommended that when using a NNN agreement, the governing law is the law of the place of manufacturer (e.g. Chinese law and exclusive jurisdiction is in a Chinese court) so as not to delay enforcement in case of dispute.

 

How to use this Document?

This document should be carefully read by the Discloser and the Disclosee. Both parties should sign and return a copy, and once signed, both parties should get a copy.

This Non-Disclosure, Non-Use and Non-Circumvention Agreement should be used if you are doing business with  a Chinese company.

To avoid any future disputes, both parties may wish to have their signatures witnessed.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.