This template non-disclosure, non-use, and non-circumvention agreement (NNN) can be used by a company to protect its confidential information and contacts when engaged in a transaction or discussions with a counterparty located in China. This template includes practical guidance, drafting notes, and alternate and optional clauses. An NNN agreement is necessary when disclosing proprietary information with a party based in China. A typical non-disclosure agreement (NDA) used in transactions in the United States (and many other countries) will not serve to adequately protect a client's information in China. Generally, the primary purpose of a western-style NDA is to protect dissemination of trade secrets and confidential information to the general public. However, when dealing with a Chinese counterparty, the fundamental risk is not public dissemination of confidential information but, rather, that the Chinese counterparty will exploit the information to create a competitive product or service or utilize the information for its own purposes to the detriment of the disclosing party. Additionally, the Chinese legal system is vastly different from the U.S. legal system and as such, NDA agreements are generally not enforceable in China. Accordingly, an NNN agreement must be used instead of a standard NDA when dealing with a counterparty in China. This NNN is drafted unilaterally in the U.S. party's favor and is premised on only the U.S. party disclosing its confidential information as part of discussions and negotiations regarding a potential business transaction. Additional safeguards may be warranted when a U.S. company contracts with a manufacturing entity to produce its products in China, such as express prohibitions on manufacturing and selling a competitive or similar product. The template is also industry neutral. While this template is written in English, best practices dictate incorporating a Chinese translation to avoid translation-related disputes. For additional guidance on confidentiality, see Confidential Information Protections, Confidentiality Agreements, Confidentiality and Non-disclosure Agreement Drafting Checklist, and Protecting Confidential Information in the Supply Chain Checklist. For additional guidance on conducting business in China, see Doing Business in China, GTDT: Data Protection & Privacy China, and Dispute Resolution in International Jurisdictions.