NNN (non-disclosure, non-use, non-circumvention) agreement for OEM manufact. in CHINA

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Candice M.
Shekhar M.Low cost Legal ..Mitchell B.Marie F. + 1 other have already sent a proposal.
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Description

Experience Level: Expert
General information for the business: We are Intellectual Property Holders and contract various specialized factories(In China) to produce products bearing our brand name for export to other countries over the world.
Industry: Legal
Legal topic: Copyright/Patent
Description of legal work: Firstly, I DO NOT NEED a U.S. style NDA (non-disclosure) agreement. This is not enforceable in China.

I need a China-centric NNN agreement to protect my Intellectual Property in China.

Non Use: The Chinese factory should agree by written contract not to use my idea or concept or product in a way that competes with me, the disclosing party. The key here should be that this obligation arises by Chinese contract, not from some abstract property rights arising under intellectual property law. The contractual provision should prohibit use to protect me not because my concept is classified as some form of intellectual property such as trademark, copyright, patent, or trade secret. RATHER, it must protect me because the Chinese factory cannot use my work because if it does so it will be in breach of its contract with my company.


Non Diclosure: The below two points must be kept in mind thoroughly. If I restrict the factory from disclosing, it may reveal informaion to someone in its "group" and that person may disclose my IP information. Although the factory who signed did not directly reveal information, they group member did it. This must be restricted.

1) disclosure is specifically prohibited within the group and
2) if there is infringement by any member of the group, the factory that made the disclosure will be fully liable.

Information I want to protect here are:

1. That the are involved in the manufacture of my brand. It must be a top secret that they are producing that product for me.

2. My formula used in my product which I have specifically developed together with the factory for my product.

3. The volume of my orders with them.

4. My company data information.



My NNN agreement should be written to be enforceable in a Chinese court with jurisdiction over the Chinese defendant. This means that Chinese law is the governing law, Chinese is the governing language, and exclusive jurisdiction is in a Chinese court with jurisdiction over the defendant.

Second, the NNN Agreement must be written so that the Chinese company genuinely fears that its breaching the agreement will have immediate and negative impact. The first step is to make the NNN agreement enforceable, as described above.

The second step is to ensure that the NNN agreement provides for contract damages in a specific monetary amount for every act of breach.



PLEASE NOTE THAT I HAVE MANY PRODUCTS ALL MANUFACTURED BY DIFFERENT FACTORIES IN CHINA.

THEREFORE I WILL NEED IT IN A FORMAT WHERE I CAN JUST CHANGE THE BRAND NAME, AND CHANGE THE PARTY'S NAME AND IT WILL BE APPLICABLE TO THE NEXT FACTORY.
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