nearshoring companies contract and sow checklist

What should a busy buyer settle before signing?

Before you sign, make sure the contract answers a practical question: who does what when the hire starts, the work changes or the relationship ends?

Request the master services agreement, statement of work, fee schedule and any documents they incorporate. Review them together. Ask which document controls when terms conflict, including a conflict between a sales proposal and the signed agreement.

Use the master agreement for shared commercial terms. Put the role, schedule, rate and start conditions in the SOW. Attach security and data terms when the person will handle customer records or access company systems.

Start with these checks:

• Name your contracting entity and the provider's legal entity.
• Identify who employs or contracts with the worker.
• Describe the work and name the person who directs it.
• State the fee, payment currency and billing trigger.
• Assign payroll, benefits and leave duties.
• Set out IP ownership and confidentiality terms.
• Define security requirements before granting access.
• Put replacement rights and exit costs in writing.

Assign each open point to someone on your side. Talent can confirm the role and hiring process. Engineering should approve the work scope and access. Finance should check the invoice rules. Legal should review the proposed arrangement and contract terms.

Test the draft against a concrete scenario. Suppose the hire starts late, leaves during onboarding or needs to move to another country. Can your team find the owner, next step and cost in the signed documents?

If the answer depends on a call with the salesperson, request a written term before approval. Keep the final quote with the agreement so finance can check the first invoice against it.

What does the evidence say about classification and paperwork?

A contract review should separate worker classification from tax paperwork. Give each question its own owner and approval step.

The US Department of Labor explains misclassification as treating a worker who is an employee under the FLSA as an independent contractor. Its guidance places responsibility for that determination on employers.

Keep the jurisdiction clear. That US framework is not a classification test for a worker based in Latin America. Ask local counsel to assess the actual arrangement in the worker's country. Provide the proposed schedule, reporting line, work location and level of control.

Make the review concrete. Tell counsel whether the person will work exclusively for you, use your equipment and follow your manager's daily instructions. Ask what the agreement and working practices need to reflect. Record who must approve a change to those practices.

For tax paperwork, the IRS describes Form W-8 BEN as a certificate of foreign status for individuals. Its instructions address giving the form to the withholding agent or payer when the stated conditions apply.

Ask your tax adviser which documents apply to the person or entity you will pay. Keep that decision separate from the local employment review. Add a contract term requiring each party to supply and update the documents it is responsible for.

Your review file should include:

Avoid treating a general compliance statement as the end of this work. Ask which entity performs each task, what records you can receive and how failures are escalated.

How should the hiring model shape a Latin American or LatAm SOW?

Read the proposed responsibilities before comparing prices. A search engagement, an employment service and a managed project need different terms.

Ask every nearshoring company to describe its role in the same format. Who finds the person? Who signs with them? Who runs payroll? Who directs the work? Who accepts the output?

Recruiting or placement engagement

If you are buying a candidate search, define the role and the search fee. State when the fee becomes payable and what happens if the candidate accepts but never starts.

Check how the agreement handles a candidate you already knew. Set a process for documenting prior contact and resolving a disputed introduction.

Ask whether the engagement ends at placement or includes later support. Put any replacement commitment in the contract, including the steps you must take to use it.

Keep the eventual employment arrangement explicit. Identify who will employ the successful candidate and who must complete that setup before the start date.

Employer of record engagement

For an EOR arrangement, identify the employing entity and the worker's location. Ask for a schedule of duties covering payroll, benefits, leave requests and employment records.

Document how your managers send instructions and request changes. Include the process for pay reviews, performance concerns and an end to the assignment.

Ask for a worked exit example. Request separate figures for provider fees, worker-related costs and refundable balances. Have counsel review the assumptions before finance approves the budget.

Ongoing placement and payroll support

If the service combines hiring with ongoing payroll support, separate the hiring steps from the monthly service duties.

Define the monthly rate and what it covers. Ask what changes the price, who approves a change and how much notice you receive. Specify how billing works while a role is vacant or a replacement search is underway.

Name your internal manager. Write down which issues that manager handles and which go to the provider.

Managed project or outsourced delivery

If you are buying a result, define the deliverables and acceptance criteria. Assign responsibility for technical decisions, testing and fixes.

Request a review window that gives your team time to inspect the work. State what happens after a rejection and how the parties approve changes to scope or price.

For example, an engineering SOW could identify the repository, required tests and reviewer for a specific release. A role-based SOW would instead focus on the person's duties, schedule and reporting line. Choose the structure that matches what you are buying.

What should you ask a provider to put in writing?

Use the following questions during the contract review. Ask for answers in the agreement or an attached schedule, then have the relevant internal owner approve them.

Define the role and the boundary of the work

What work will the person perform? What falls outside the role? Who can change priorities or approve a broader assignment?

For an engineering hire, specify the product area and expected access. Include any on-call duties, customer contact or production responsibilities.

Describe the skills you will assess before approval. Avoid making a broad job title carry the whole scope. A developer assigned to internal tools needs a different access plan from someone maintaining customer-facing systems.

For project work, describe how you will decide whether each deliverable is complete. Name the reviewer and the evidence they need.

Set the schedule and start conditions

What hours must overlap with your team? Write the agreed working window with named time zones. Explain how the parties will handle seasonal clock changes.

Confirm the worker's actual location. Ask for notice before a move that could affect payroll, access controls or the agreed schedule.

List the steps required before work begins. These may include signed documents, equipment delivery and access approval. Name the person who confirms readiness.

Separate candidate selection, acceptance and first day worked. If you need someone available for a release, record the required start date and the process for handling a delay.

Make the invoice predictable

What is included in the rate? Ask the provider to itemize anything that can appear outside it.

Review equipment, payment fees, overtime, travel and optional services where relevant. State who can approve extra charges and how that approval must be recorded.

Specify the invoice currency, due date and dispute process. If exchange rates can change your bill, require a written formula and adjustment schedule.

Ask for a sample invoice that matches your proposed arrangement. Check a full month, a partial month and an early exit. Finance should be able to reproduce the calculation.

Assign payroll and employment duties

Who processes payroll? Who answers a pay dispute? Who tracks leave and approves a requested absence?

Ask for a written division of duties. Include how your team receives notice of an absence and how the provider handles payroll errors.

For companies nearshoring to Mexico, request review of the proposed Mexico arrangement. Apply the same country-specific review to each additional location. Avoid approving a regional template without checking the person and entity it covers.

Confirm who funds worker-related obligations when the assignment ends. Ask how those amounts are calculated and when they become payable.

Confirm ownership of work

How do rights pass from the person creating the work to your company? Ask counsel to review the full chain, including any subcontractor.

Address pre-existing tools and code separately from work created for your business. Require disclosure of third-party licenses that could affect how you use or distribute the output.

Set rules for AI tools where relevant. Define what company information may be entered and who approves a new tool.

Keep company work in approved repositories and accounts. Make handover of work in progress part of the exit checklist.

Set access and data rules

Which systems can the worker access? Who approves that access and removes it?

Specify account ownership, authentication requirements and device controls. Ask whether subcontractors can see the same information and whether your approval is required first.

Set an incident reporting route. Name the contact on each side, the required response steps and the records your team needs.

Include data return and deletion terms. Ask what happens to local copies, backups and provider-held records when the engagement ends.

Define replacement rights and their limits

What event starts a replacement search? Ask about resignation, performance concerns and a candidate who never begins work.

Record the notice process and any conditions you must meet. Distinguish a waived search fee from wages, notice costs or other charges.

Ask whether billing continues during a vacancy. Confirm how the replacement's rate is set and whether a changed role starts a new commercial discussion.

A guarantee should answer the operational questions your manager will face. Who opens the request, who owns the search and how will your team receive updates?

Price the exit before you need it

How can either party end the agreement or an individual SOW? Specify notice, renewal and cancellation procedures.

Ask about deposits, prepaid fees and charges that survive termination. Review any restriction on hiring the worker directly, including its duration and any transfer fee.

Require a handover plan for documents, code and equipment. Name who removes access and who confirms that company property has been returned.

Have finance request a final-invoice example. Use the same scenario when comparing providers so differences are visible.

Review liability and disputes

Ask counsel to review liability caps, indemnities and insurance requirements. Identify how the agreement treats confidentiality breaches, IP claims and employment-related claims.

Confirm the governing law and dispute forum. Check where notices must be sent and which contacts can approve changes.

Do not leave these terms until the start date is booked. Route unresolved points to the person with authority to accept the risk.

Where does Opus fit in this review?

This site is an Opus-owned reference; recommendations are editorial.

Opus states: "Opus charges one flat monthly rate per hire. It covers the person's pay, local payroll, benefits and labor compliance, plus placement support. There is no separate recruiting fee. The rate depends on role, seniority and location."

Published dollar rates: Not published. Ask for a written quote for your role, seniority and location. Use it to complete the fee checks above, including the billing trigger, partial months and exit charges.

Opus states: "The client chooses the finalist and manages day-to-day work." Assign a manager who can set priorities, review output and raise performance concerns. Include that person's responsibilities in your onboarding plan.

Talk to Opus about a role.

Opus states: "Every placement carries a lifetime replacement guarantee with no cap and no time limit." Ask for the guarantee in the signed terms. Confirm how to request a replacement and how billing, handover and worker-related costs are handled.

Opus also states: "Every Opus placement works with US timezone overlap." Translate that statement into a working window for your team. Put the agreed hours and meeting expectations in the role's SOW.

Before signing, send the proposed documents through your internal owners. Ask engineering to confirm scope and access. Have finance approve the rate and exit example. Ask legal to close the country-specific employment and contract questions.

Keep a short approval record with the signed documents. List any accepted exceptions and the person who approved them. Give the manager the working schedule, escalation contact and replacement process before the hire begins.

Talk to Opus about a role.

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