“We Already Sent the Drawings”: Signing an NNN After Sharing Designs With a Chinese Factory

Yes. You can sign an NNN after sharing designs with a Chinese factory and still cover the drawings it holds, if the agreement lists those files and the factory confirms receiving them. From signing on, it counts as a confidentiality measure (SPC Provisions on Trade Secret Civil Cases, arts. 5 and 6). For earlier misuse you rely on Civil Code art. 501 and the duty courts infer from negotiations (Provisions, art. 10). Today, send the factory a written list of every file sent and say each is confidential.

The instinct here runs two ways: the drawings are out, so an NNN is a formality; or raising it now will offend the factory. Both get the timing wrong. A Chinese court asks what protection was in place before the factory misused the information, not before you first pressed send.

A Dongguan mold shop, an adjustable skate and a patent in someone else's name

In 2015 a sporting goods company registered in Taiwan had a French designer draw an inline skate whose length and width could both be adjusted. That September it ordered the molds from a small Dongguan mold workshop run by a sole trader. The mold contract had one confidentiality clause: materials the buyer provided were to be kept confidential, used only for this contract, not copied or kept without written consent, and returned at the end.

The buyer paid RMB 100,000 toward the tooling, and the two sides traded 2D drawings, a wooden mock-up and correction emails. In March 2016 a Dongguan company connected to the workshop owner applied for a Chinese utility model patent on an adjustable skate, naming him as inventor. It was granted that August.

The buyer sued in 2021 and lost at first instance. The Guangzhou Intellectual Property Court held that one general clause in a mold contract did not show adequate confidentiality measures, and noted that the buyer could not produce the email that sent the drawings ((2021) Yue 73 Zhi Min Chu No. 350, 7 June 2022).

The Supreme People's Court reversed ((2022) Zui Gao Fa Zhi Min Zhong No. 1981, judgment of 26 June 2024). A party that signs a contract with a confidentiality clause, it said, can be treated as accepting that the information covered is a trade secret, and must then prove otherwise. The missing email did not sink the claim: the mold order said to open the molds "according to the design drawings provided", and the emails and mock-up photos showed the three features the buyer said were secret.

The court transferred the patent to the buyer and awarded RMB 120,000 for losses (the design fee) and RMB 200,000 in costs.

Two things won the appeal: a signed clause covering "materials provided" with no cut-off date, and enough correspondence to rebuild what had been sent. Two things nearly lost it: no record of the drawings going out, and a clause that never said what the secret was. A late NNN can fix both.

Does an NNN signed after sharing designs cover the files the factory already has?

It covers what it says. The parties may agree that confidentiality applies to information disclosed before signing; neither the Anti-Unfair Competition Law nor the 2020 Provisions requires the agreement to come first. The trap is the template definition that starts "information disclosed after the Effective Date". It leaves out everything that mattered.

Write it the other way round. Define Confidential Information as everything disclosed "before or after the date of this Agreement", attach a schedule listing the files already sent by name, version and date, and have the factory initial it. That schedule is the record the skate buyer lacked, and it answers the question the Guangzhou court found unanswered: what exactly is the secret.

What if the factory used the drawings before it signed?

Then the NNN does not reach back. Article 5 of the Provisions counts only measures taken before the alleged infringement, so an agreement signed in November does not turn October's copying into a breach of contract.

You still have a claim. Under article 501 of the Civil Code, a party that learns a trade secret or other confidential information while negotiating must not disclose or misuse it, whether or not a contract follows, and must pay for the loss caused. Article 10 of the Provisions adds that, with no clause at all, a party that knew or should have known from the negotiations that the information was secret owes a duty to keep it.

Proof is the weak point again. Before you raise the NNN, search the CNIPA public patent database for filings on your product by the factory, its owners or related companies. If you find one, save it with the dates and take advice before saying anything to the factory.

Signing an NDA after the fact: four things we would not do

We would not send another file "while the NNN is being finalized". Each revision widens what you must prove later. Hold the next drawing until the agreement is signed, or at least until the factory confirms in writing that the files are confidential; article 6 of the Provisions treats written confidentiality requirements given to suppliers as a measure in themselves.

We would not sign the factory's own confidentiality form, or a one-page English NDA that sends disputes to a court outside China. The first usually protects the factory's prices and processes. The second leaves you with a foreign judgment to get recognized in China before you can touch the factory's assets; our guide to NNN agreements in China explains the alternative.

We would not open with a warning. "We know you could copy this" makes a cooperative factory defensive and an uncooperative one quick. Present the NNN as standard paperwork before samples.

We would not keep the definition vague to make signing easier. The skate buyer's clause said "materials provided" and the first court found that too general. A schedule of named files takes an afternoon.

An email to send the factory with the NNN

• Subject: Our files sent to date, and our standard NNN before samples
• Paragraph one: Before samples and tooling, we ask every manufacturer to sign our standard NNN agreement, in Chinese and English with the Chinese text prevailing. It is attached.
• Paragraph two: It also covers the files we have already sent you, listed in Schedule 1 by file name, version and date. Please check the list against what you received, tell us of any difference, and return the agreement signed with Schedule 1 initialled.
• Paragraph three: Until then, please treat these files as confidential and use them only to quote and prepare our samples. A short reply confirming this is enough for now.

Send it in both languages from the address you used for the drawings. If design ownership is also open, settle it in the same round.

Sources

• Supreme People's Court, (2022) Zui Gao Fa Zhi Min Zhong No. 1981 (26 June 2024), trade secret and patent ownership dispute between a sporting goods company and a mold workshop owner and a Dongguan company; first instance Guangzhou Intellectual Property Court, (2021) Yue 73 Zhi Min Chu No. 350 (7 June 2022); published by the SPC IP Tribunal on 18 March 2025, ipc.court.gov.cn/zh-cn/news/view-4050.html
• Civil Code of the PRC, article 501 (effective 1 January 2021), text on the Ministry of Justice site, moj.gov.cn/pub/sfbgw/zwgkztzl/2025nianzhuanti/2025mfdxcy/2025mfdxcy_mfdql/202505/t20250507_518708.html
• Anti-Unfair Competition Law of the PRC, articles 10 and 22 (revised 27 June 2025, effective 15 October 2025), full text released on adoption, politics.people.com.cn/n1/2025/0627/c1001-40510473.html
• Supreme People's Court, Provisions on Trade Secret Civil Cases, Fa Shi [2020] No. 7, articles 5, 6 and 10 (effective 12 September 2020), court.gov.cn/fabu/xiangqing/254751.html. They cite article 9 of the 2019 law; the matching article of the 2025 law is article 10.
• Translations are mine and unofficial.

Frequently asked questions

• Is it too late to ask a Chinese factory to sign an NNN after it has quoted? No. The agreement is valid whenever it is signed, and exporting factories are often asked for one before samples or tooling. Waiting only lengthens the schedule of files.
• Does a confidentiality clause in a purchase order or mold contract count? It can. In the 2024 skate case the Supreme People's Court treated a one-paragraph clause in a signed mold contract as the workshop's acceptance that the materials were secret.
• What should I do if the factory refuses to sign? Stop sending files and give written notice that everything already sent is confidential and for your project only. Then decide whether to put your tooling money there.
• Can a contract stop a Chinese factory from patenting my design? It can make a filing a breach and support a claim to own the patent, as the skate buyer won. Filing your own Chinese design or utility model first costs less; protection in your sales markets is for local counsel.

Related service: NNN, Purchase & Manufacturing Agreements ↗

Related reading

• NNN Agreements in China: How to Stop Your Chinese Factory from Copying or Selling Your Product
• Buying an ODM Product from a Chinese Factory: Who Owns the Design, and Can You Get Exclusivity?
• Someone Registered My Trademark in China: What Can I Do?

This article is general information on PRC law as of 27 October 2026 and does not constitute legal advice. The answer in any matter depends on its documents and facts.