In this paper, we propose a rigorous and accurate non-local (in the oversampled region) upscaling framework based on some recently developed multiscale methods [10]. Our proposed method consists of identifying multi-continua parameters via local basis functions and constructing non-local (in the oversampled region) transfer and effective properties. To achieve this, we significantly modify our recent work proposed within Generalized Multiscale Finite Element Method (GMsFEM) in [10] and derive appropriate local problems in oversampled regions once we identify important modes representing each continuum. We use piecewise constant functions in each fracture network and in the matrix to write an upscaled equation. Thus, the resulting upscaled equation is of minimal size and the unknowns are average pressures in the fractures and the matrix. Note that the use of non-local upscaled model for porous