Why Your China Software IP Strategy Is Probably Wrong (And How to Fix It)
It started as a routine partnership. A fast-growing American software company needed a trusted partner in Shenzhen to manufacture its new IoT device. Eighteen months into the relationship, an email arrived with a link to a demo at a major tech conference. As the American CEO started reading the email, his blood ran cold. The competitor’s product didn’t just look similar – it mirrored their unique UX flows and core algorithms.
The company’s first thought was their “airtight NDA.” They were confident they had them. But many months and a mountain of legal bills later, they learned a brutal lesson about the difference between a promise and a registered right. This story reflects both an accelerating trend and one of the most common flaws in software IP strategies.
The Great NDA Delusion
NDAs are useful, but they are not a substitute for registered rights and in China they are often worthless See China NDA Agreements: Still Worthless After All These Years.
In the United States, you cannot file a copyright infringement case until registration has issued. In China, rights arise on creation but are difficult to enforce in practice without registration; courts and agencies expect official paperwork. Treat your NDA as guardrails, not armor.
The Two-Country Software Copyright Strategy That Actually Works
United States Copyright Registration
Register before you share. File before external demos, pilots, or vendor access. Typical deposits are the first and last 25 pages of source code, with limited trade secret redactions. Keep the pages readable and continuous. Registration also unlocks statutory damages and attorney’s fees, which often makes the difference between whether you can afford to fight back or not.
China Copyright Registration
File before any PRC party sees your code. Register with the Copyright Protection Center of China. A common practice is to submit the first and last 30 pages (or other specified page sets), with options to seal or redact sensitive portions within set limits. Registration turns your claim into evidence Chinese courts and authorities will rely on.
The Smart Developer’s Filing Strategy
Not all code is created equal. Prioritize what truly matters. Focus on modules that carry most of your advantage. When you prepare deposits, avoid oversharing by stripping comments, credentials, salts, and hard-coded endpoints. Keep third-party and open source out of the deposits and document those licenses separately.
Where feasible, move crown-jewel logic behind hosted services so your filings don’t reveal it. To keep your record defensible, match your version labels to your repo history and create a clean “registration version” that’s consistent and readable.
A Brief Word on NNN Agreements for Software
An NNN (non-use, non-disclosure, non-circumvention) Agreement is not a replacement for registration, but it is the best day-to-day control when you are working with a PRC factory or vendor. Keep it focused and enforceable: use PRC law and PRC court jurisdiction, make it bilingual with the Chinese version controlling, and ensure the correct company chop is applied. Define non-use to bar training, benchmarking, reverse engineering, and reuse outside your project. Define confidential information to cover builds, repos, APIs, tooling, and metadata. Cover affiliates and subcontractors, and include practical remedies like audit rights, secure deletion, and realistic liquidated damages with fee shifting.
For everything you’ve ever wanted to know about a China NNN Agreement, check out A Guide to China NNN Agreements. For how to avoid going really wrong with your China NNN Agreement, check out Beware the Online China NNN Agreement.
Your 30-Day IP Protection Sprint
Week 1: Map and prioritize. Identify where code is or will be shared. Select the core modules that represent most of your edge. Create clean registration versions.
Week 2: File for a software copyright in the United States. Submit applications for prioritized modules. Pick filing options that work with your timeline.
Week 3: File for a software copyright in China. Prepare CCPC filings for any code that will be disclosed to PRC parties. Align filenames, version IDs, and deposit excerpts with your U.S. filings.
Week 4: Contract hardening. Put a PRC-focused NNN in place before further disclosure. Structure your deal so updates, keys, and deliveries depend on payment and compliance.
The most disciplined, repeatable path to success is simple: registration first, disclosure second. Pair those registrations with a PRC-ready NNN and keep your build and update control on your side, so access can be turned off if obligations aren’t met.
This approach may feel methodical, but the cost of doing it right is far lower than the cost of a stalled enforcement and a stranded product roadmap. Your code could be your company’s most valuable asset. Isn’t it time you protected it like one?
Software IP FAQs: China, U.S., and NNN Agreements
Quick Answers: The Essentials
Do I need to register before sharing code?
In the U.S., you generally can’t file an infringement suit until the Copyright Office registers your claim. A narrow preregistration path exists for certain unpublished works (which can include some computer programs being prepared for commercial distribution), but you still must complete registration to move the case forward. In China, courts and agencies expect an official registration certificate for enforcement. Register early to lock in clear evidence of ownership and date.
How much code do I submit for registration?
U.S.: typically the first and last 25 pages of source, with allowed trade-secret redactions (or other permitted combinations). China: typically the first and last 30 pages (or another approved set). Keep deposits readable and remove credentials, API keys, and similar secrets.
What if I find my software used in China without permission?
Act immediately: retain China experienced IP counsel, notarize evidence, send a demand referencing your registrations, pursue platform/host takedowns, and prepare a civil action in a PRC court.
Do I still need a China NNN Agreement if I’m registered?
Yes. Registration gives remedies after a breach; an NNN (non-use, non-disclosure, non-circumvention) governs day-to-day behavior so problems are less likely.
Technical & Legal Best Practices
Should manufacturers get full source or just compiled builds?
Share only what’s necessary. Prefer compiled binaries, secured libraries, or API endpoints. If source is unavoidable, limit modules, strip comments, and gate access per contract.
How do I manage updates and version control with PRC vendors?
Keep your repo and CI/CD under your control, deliver signed builds via an authenticated portal, tie access to milestones/payments, and reference a version map in the contract.
How many “lines” do I need to submit?
There’s no line-count rule. Deposits are page-based (U.S. 25/25; China 30/30 or approved sets).
Can I redact sensitive information in deposits?
Yes, within limits: remove trade secrets/credentials but keep continuous, readable code so examiners can verify it’s source. Exclude third-party/open-source code and document those licenses separately.
Enforcement & Remedies (China)
What enforcement options exist for unauthorized use?
Run parallel tracks: administrative complaints (e.g., with NCAC/local IP bureaus), platform/ISP takedowns, and a civil suit for injunctions and damages. Local notarization and registration certificates materially help.
Can I get relief while a case is pending?
PRC courts can issue behavior-preservation orders (akin to preliminary injunctions) with strong evidence and a bond.
How long do copyright registrations take?
U.S. timing varies; you can request expedited handling for a fee. China is often faster once materials are ready. File early so processing time doesn’t control your deal.
Can I register after sharing code?
You can, but you lose leverage. In the U.S., you can’t sue until registration issues (absent a narrow preregistration scenario). In China, registration is the evidentiary backbone authorities expect.
NNN Agreements for Software
Do I need NNNs if I have registrations?
Yes. Registrations prove ownership; NNNs set usage rules, access controls, and consequences while you collaborate.
Can one NNN cover Hong Kong and mainland China?
Use a Hong Kong-law NNN for a HK intermediary, and a PRC-law, Chinese-language NNN with PRC jurisdiction and the official company chop for the mainland factory.
What should a software-focused China NNN include?
Non-use (no training, benchmarking, reverse engineering, or reuse), non-disclosure (repos, tools, metadata), non-circumvention (including affiliates), access controls, audit rights, realistic liquidated damages, fee-shifting, and bilingual text with Chinese controlling.
