China Supplier Contract Guide — Which Agreement Do You Need?
A practical map of China supplier contracts for Western importers. What each contract covers, when to use it, and why Western templates fail in Chinese courts.
The most common question from importers dealing with China.
Start here. What are you doing?
"Sharing designs or specs with a new factory"
→ You need: China NNN Agreement — $47
→ Why: stops Non-Use + Non-Circumvention, not just disclosure
"The factory is developing a product or tooling for you"
→ You need: China Product Development Agreement — $47
→ Why: assigns all IP to you from creation; without it, the factory may own what they build
"Placing ongoing production orders with a factory"
→ You need: China OEM Supply Agreement — $57 (or single-run Manufacturing Contract — $37)
→ Why: master framework; every PO inherits all legal teeth
"You want exclusive rights to distribute or resell in your market"
→ You need: China Exclusive Distribution Agreement — $57
→ Why: locks territory; bars supplier from selling around you
"You're appointing someone to sell on your behalf"
→ You need: China Sales Agency Agreement — $47
→ Why: agent earns commission; customers and IP stay yours
"You want everything, in the right order"
→ You need: The China Contracts Vault (all 5) — $197
→ Why: vs $255 bought separately; vs $1,300–$7,300 from a lawyer
Your English-law NDA is worthless in Shanghai. Here's why.
Three reasons Western contracts fail in Chinese courts:
- Language — Chinese courts conduct proceedings in Mandarin. An English-only contract may not be enforceable. The Chinese version must govern.
- Governing law — If your contract specifies UK, US, or EU law, a Chinese court may refuse to apply it. PRC law must govern.
- Jurisdiction — Without jurisdiction at the factory's registered location, you can't freeze assets or enforce a judgment in China.
Every template in this collection is built on all three — the Chinese version governs, PRC law applies, jurisdiction is local to the factory.
The five contracts. In order.
NNN Agreement → Product Development → OEM Supply → Distribution → Sales Agency
Each contract has its place in the lifecycle of a typical Western importer working with a Chinese supplier. Use the NNN before any specs leave your computer. Sign Product Development before tooling begins. Lock in OEM Supply when you start placing repeat orders. Add Distribution and Sales Agency when you scale into a market.
Common Questions
What is the first contract I need with a Chinese factory?
Before you share any product designs, specifications, or samples with a Chinese factory, you need an NNN Agreement — Non-Disclosure, Non-Use, Non-Circumvention. This stops the factory from manufacturing your product for themselves or others. Do this before a manufacturing contract, before samples, before anything.
Why do Western contracts fail in Chinese courts?
Three reasons: (1) Chinese courts conduct proceedings in Mandarin — an English-only contract may not be enforceable; (2) If the governing law is not PRC law, a Chinese court may not apply it; (3) Without jurisdiction at the factory's registered location, you can't freeze assets in China. A bilingual contract with Chinese governing version, PRC law, and local jurisdiction is the enforceability baseline.
What is the difference between an NNN and an NDA?
An NDA only covers disclosure — it prevents the factory from telling others your secrets. An NNN adds two critical protections: Non-Use (the factory cannot manufacture your product for themselves or competitors) and Non-Circumvention (the factory cannot bypass you to reach your customers). For China sourcing, an NNN is almost always the right tool.
Do I need a separate contract for each purchase order?
No. An OEM Supply Agreement is a master framework — you sign it once, and every purchase order references it. This is more powerful than per-order contracts because the legal protections (tooling ownership, quality remedies, anti-knockoff clauses) are pre-established and don't need to be renegotiated with each order.
What happens if the factory develops IP and there is no contract?
Under Chinese law, if there's no written agreement specifying otherwise, the factory that develops a product, tooling, or design may hold ownership of that IP — and can legally develop the same product for your competitors. A Product Development Agreement signed before development begins assigns all IP to the buyer from creation.
How much does it cost to have a lawyer draft these contracts?
China law firms typically charge $300–$1,500 to draft each contract from scratch, depending on complexity. A full set of 5 contracts can cost $1,500–$7,500 in legal fees. These bilingual templates give you a lawyer-grade starting point for $37–$57 per contract — you still use a lawyer to review and finalize, but you go in with 80% done.
What is a company chop and why does it matter?
In China, the company chop (公章) — a red circular seal — is the legally binding signature of a Chinese company. A contract signed only by an individual, without the company chop, may not bind the company. Every template in this collection includes a chop-ready signature block that also captures the supplier's Chinese legal name and 18-digit Unified Social Credit Code (USCC) for verification.
Can I use these contracts as a starting point and have my lawyer modify them?
Yes, that's exactly the intended use. The templates give you a professionally drafted, bilingual starting point with the enforceability structure already in place. Your lawyer reviews, adapts to your specific deal, and finalizes — particularly the Chinese text, which governs. You save the drafting fee and come in prepared.