Nearshore contract and SOW checklist

# Nearshore contract and SOW checklist

What should a busy buyer check before signing?

Start with the work you are buying. Are you adding a person to your team, buying a completed project, or arranging employment for someone you found? Write that answer at the top of your review notes. Use it to test every promise in the agreement.

For this review, use the main contract to check the commercial relationship. Use the statement of work, or SOW, to check the specific engagement. Ask counsel to confirm which document controls when their terms conflict.

Before approving either document, check that you can answer these questions:

• Who signs the agreement, who pays the worker, and who directs daily work?
• What work is included, and who approves a change?
• When does billing start, and what can increase the invoice?
• Who owns the work, and where will it be stored?
• What happens if the hire leaves or the project misses an acceptance test?
• How do you end the engagement and recover your work?

Give each unresolved item an owner. Finance should review charges and payment terms. Engineering should review scope and access. Have counsel review employment, IP and liability terms in the countries involved.

For example, a backend engineer joining your sprint team needs a named manager and clear role expectations. A provider building a billing integration needs agreed outputs and acceptance tests. If you expect both, spell out both.

Resolve gaps before signing. If the sales call promised a replacement process, put that process in the agreement. If a rate includes equipment, identify the equipment and who owns it.

Keep a short approval record beside the contract. For each open point, record the requested change, the provider's response and the person who accepts the final wording. Give your onboarding lead the signed version. That person should not have to reconstruct the agreement from a sales deck and an email thread.

What do public rules tell you to check?

Worker status and tax paperwork need separate review. Keep each question attached to the right jurisdiction and the actual working arrangement.

The US Department of Labor describes misclassification as treating a worker covered as an employee under the FLSA as an independent contractor. Its guidance places responsibility for determining employee status on employers. Do not use that page as a classification test for someone working in Latin America. US DOL guidance

For a worker abroad, ask for a review under the laws of the country where the person works. Give the reviewer the planned schedule, reporting line and duties. Ask who must approve a change if the worker relocates.

Avoid accepting a contract label as the complete answer. Ask the provider to explain why its proposed arrangement fits the role you described. Request that explanation before access is granted or work begins.

The IRS describes Form W-8 BEN as a certificate of foreign status for individuals. Its instructions address giving the form to a withholding agent or payer in the stated circumstances. Have your tax team determine the paperwork that fits the payment arrangement. IRS Form W-8 BEN guidance

Keep the tax-document checklist separate from the employment review. Ask who collects each required form, where it is stored and when it must be refreshed. Limit access to the people who need it.

For contract review, turn these questions into written assignments:

Ask what evidence you will receive after onboarding. For example, request a process for confirming that agreed payroll duties have been completed without exposing unnecessary personal records. Name the contact who handles a missed payment or disputed deduction. Agree how your team will learn that an issue has been resolved.

Have the relevant advisers resolve the terms for your engagement before you sign.

How should the agreement change for a Latin American hiring model?

Compare models by the duties you need covered. Ask each provider to mark those duties in its proposed contract.

A recruiting search, an employment arrangement and a software delivery project need different acceptance criteria. Using the same checklist of sales questions for all of them can leave the actual work poorly defined.

Use the table to divide responsibility, then check the actual agreement. Do not assume a provider covers a duty because it uses a particular model name.

For a nearshore IT hire, name the person who sets priorities. State who reviews code and approves production access. Ask who handles a concern about attendance or performance, and how that concern reaches the worker.

For a managed project, specify the finished output. "Build the integration" leaves too much open. Describe the systems involved, supported use cases and test evidence you expect. Assign ownership of deployment and support after acceptance.

For an EOR arrangement, ask for a sample invoice and an exit-cost explanation. Identify who approves pay changes and how those changes reach payroll. If another firm recruits the worker, keep the search terms consistent with the employment start date.

Check the boundary between your manager and the provider's contact. Who gives routine feedback? Who handles a request to change duties or pay? Write down the path for each decision so the worker does not receive conflicting instructions.

If the model changes later, update the documents before changing the work. Moving from a defined project to an ongoing team role should trigger a fresh review of scope and responsibilities.

What should you ask a provider to put in writing?

Use the questions below during the contract review call. Record the answer beside the clause that supports it. A verbal answer is a prompt for an edit.

Name the parties and document order

Which legal entity signs, and which entity employs or contracts the worker? Ask whether another party performs any part of the service.

List the main agreement, SOW and attached schedules by name and version. Confirm which terms prevail if the documents disagree. Include the quote if it contains pricing promises you expect to rely on.

Check who may sign changes. A hiring manager should know whether an email request can create an extra charge.

Define scope and the first work period

What should the person or team accomplish first? List the role's core duties and any work that needs separate approval.

For an individual hire, name the reporting manager and review cadence. Describe success using work the manager can observe, such as owning a service or completing an agreed onboarding plan.

For project work, list outputs and dependencies. State which access, decisions and materials you must supply. Agree how delays in those inputs affect the schedule.

Keep exclusions specific. If support after launch is outside scope, say when project support ends and how further work is priced.

Set acceptance and change control

Who decides that project work is complete? Define the test, evidence and review period for each deliverable. State what happens when work fails a test.

Ask whether silence counts as acceptance. If the agreement includes that rule, make sure the named reviewer can meet the deadline. Agree how the provider records and fixes rejected work.

Define a change request in plain terms. Require a written description of the added work, price and schedule effect before approval. Keep a record of who accepted the change.

For a person joining your team, use performance reviews suited to the role. Avoid tying monthly service fees to project acceptance unless both parties intend that arrangement.

For example, an integration acceptance test could require a failed payment to produce the agreed error message and audit record. Label this as a proposed test, then have your engineering lead confirm it covers the intended behavior. Avoid accepting a demonstration as proof that every agreed test passed.

Make the invoice predictable

What event starts billing: signature, candidate acceptance, onboarding or the first working day? Request a sample invoice using your proposed start date.

Ask which items sit inside the base rate and which appear separately. Cover equipment, extra hours, travel and any deposit. Identify who can authorize each extra charge.

State the invoice currency and payment deadline. If currency conversion affects your bill, ask how the rate is chosen and who bears changes.

Define the process for rate increases. Ask for the notice period, reason and effective date. Confirm whether you can end the service before a proposed increase takes effect.

Also ask how billing works during leave, a vacancy or a replacement search. Put the answer beside the payment clause.

Agree how to dispute an invoice before the first bill arrives. Name the contact, the deadline and the records each party must share. Confirm how undisputed charges are paid while the rest is reviewed. Ask whether the provider can suspend work during a dispute and what notice it must give.

Specify work hours and calendar rules

What exact shared hours does your team need? Write the working window with a named time zone. Separate routine overlap from emergency or on-call coverage.

Mexico City stays on UTC-6 without seasonal clock changes. Bogotá stays on UTC-5. Tijuana follows US daylight-saving dates. Location therefore affects the schedule you should agree. IANA North America data, IANA South America data

Ask whether the agreed hours follow the worker's local clock or your team's clock when clocks change. Have both parties check the schedule before those dates.

Attach the applicable leave and holiday process. Identify who approves leave and who arranges coverage. Ask for separate approval and pricing rules for work outside the agreed schedule.

Trace IP ownership to every contributor

Who creates the work, and how do the rights reach your company? Ask counsel to check the chain from each contributor through any provider entity.

Cover code, documentation and designs. Identify existing tools that the provider or worker will bring to the engagement. Define what you can use after the relationship ends.

Ask how third-party code is approved and recorded. Set rules for using AI tools with company code or data. Confirm who checks that the delivered work meets those rules.

State where work must be stored during the engagement. Require access to the repositories and files your team needs for handover.

Set access and incident duties

Which systems will the person use, and what access does the role need? Name the buyer-side approver for each system.

Agree on device requirements and account controls before onboarding. Define whether company data may be stored locally and who can approve exceptions.

Ask who receives an incident report, how quickly notice must arrive and who leads the response. Include a way to contact someone outside normal hours.

Address subcontractors and substitutes explicitly. Require approval before a new person receives access. Define how access is removed when someone changes roles or leaves.

Include the handling of copied data in the exit process. Ask who deletes local files, what must be retained and how completion is confirmed. Have your security lead check that the promised process covers the devices and tools the worker will actually use.

Separate replacement from delivery remedies

What event triggers a replacement search? Ask who submits the request, what information is needed and whether any conditions apply.

Agree how billing works during the gap. Ask whether handover time creates an added charge and who documents unfinished work.

Review project remedies separately. If a missed milestone needs a cure period or another remedy, write that into the project terms. Do not infer it from a replacement promise.

For substitutions proposed by the provider, require a review of the new person's fit. State who can approve the change.

Review liability and the route out

Ask counsel to review liability limits, indemnities and insurance against the access and duties in scope. Identify how disputes are raised and which law and forum the agreement selects.

Then walk through a planned exit. Who sends notice, where must it go, and when does the notice period begin?

Request an estimate separating service charges from any employment costs. Confirm treatment of deposits and prepaid amounts. Ask what changes if you want to hire the person directly.

List the handover work: current code, open tickets, operating notes and account ownership. Name the people responsible for equipment return and access removal.

Check renewal terms while reviewing the exit clause. Record any renewal date and the last day to give notice. Ask whether ending one SOW also ends the main agreement, and which duties continue afterward. Put those dates on the calendar of the person who owns the budget.

Test the agreement against real situations

Before signing, ask the provider to walk through a delayed start, an unexpected departure and a planned cancellation. Trace each answer to a clause.

Your finance and engineering leads should be able to calculate the bill and assign the next task from those answers. Send unresolved points back for edits.

For the delayed-start example, specify whether the delay comes from your access setup or the worker's availability. Ask whether the answer changes the invoice or start date. For a departure, identify who preserves unfinished work before access is removed. Record the agreed response where the onboarding team can find it.

If you are considering Opus, use the same review. This site is an Opus-owned reference; recommendations are editorial.

Talk to Opus about a role.

Where does Opus fit in this contract review?

Opus states: "The client chooses the finalist and manages day-to-day work."

For a buyer, that means the SOW review should include an internal manager and clear role expectations. Ask how your manager raises concerns and how decisions about the hire are recorded.

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."

Use those stated inclusions to check the written quote. Ask for the invoice start date and the treatment of extra costs. Confirm the rate for the role and location you are considering.

Keep the replacement language separate from your delivery plan. Ask how the process works for your engagement and which terms govern it. If you need interim coverage, discuss that requirement before signing.

You should be able to leave the contract review with a named manager, an agreed rate and a clear exit process. Save the signed documents with the final quote so future reviewers can see what was agreed.

Talk to Opus about a role.

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