Mexico Shelter Service Agreement Term Sheet Template
A shelter provider lets a foreign manufacturer start production in Mexico without first creating its own legal entity. The commercial terms matter as much as the monthly fee, and a term sheet forces the important points onto one page before lawyers draft the full contract.
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Mexico Shelter Service Agreement Term Sheet Template
Shelter Service Term Sheet (Non-binding)
Client: Acme Precision Inc. Provider: Provider Name S. de R.L. de C.V. Plant location: Industrial park, Ramos Arizpe, Coahuila Date: 2026-10-20
This term sheet summarizes the main commercial points for discussion. It creates no obligation until a definitive agreement is signed.
1. Scope of services
Employer of record for plant staff, payroll and benefits, IMMEX program coverage, customs and trade compliance support, facility lease management, EHS program, accounting and tax filings.
The provider acts as legal employer and importer of record for the operation under its IMMEX program. The client directs production, quality and engineering.
2. Fees and pass-through costs
Initial headcount: 60 Fee model: Fixed fee per employee per month Fee: USD 450 per employee per month
Pass-through at cost, with supporting invoices: wages and mandatory benefits, utilities, rent and common area charges, customs broker fees. Fees reviewed annually. Any markup on pass-through items must be stated here.
3. Term, renewal and exit
Initial term: 36 months Exit notice period: 180 days
The parties will define the transfer path to the client's own entity, including employee transfer, liability for accrued benefits and severance, and handover of IMMEX registrations, permits and records.
4. Key responsibilities
| Topic | Provider | Client | Notes |
|---|---|---|---|
| Labor law compliance and payroll | Yes | Supports | |
| Customs filings and IMMEX reporting | Yes | Provides data | |
| Permanent establishment risk review | Advises | Owns decision | |
| Intellectual property and tooling | Safeguards | Owns | |
| EHS and plant permits | Shared | Shared | |
| Quality system and product liability | No | Yes |
5. Risk allocation
Describe liability caps, indemnities for labor claims, insurance requirements, audit rights, data protection, confidentiality and treatment of client-owned tooling and inventory held on the provider's books.
Acknowledgement
This is a starting point for negotiation, not legal advice. Shelter structures raise labor, tax and permanent establishment questions. Have Mexican counsel and your tax advisor review before signing anything binding.
Connect shelter data to your ERP
Optional: a review of how payroll, customs and inventory feeds from a provider could land in your ERP.
Optional. The tool and every export work without this. No spam.
How to use the template
Fill in the parties, location, headcount, fee model and term, and adjust the scope text to the services you were quoted. Export to Word so counsel can edit the document, or to PDF to circulate before a call. Keep the blank lines in the responsibilities table and complete them with the provider during the discussion.
- Ask each shelter candidate to complete the same term sheet
- Insist that pass-through costs are shown at cost with invoices
- Define who owns tooling, molds and inventory on day one
- Settle the exit path before the first employee is hired
What a shelter usually covers
Under the shelter model, the provider employs the workforce and operates the IMMEX program that allows duty deferral on temporary imports, while the client runs production. Typical fee models are a fixed amount per employee per month, a percentage of payroll, or cost plus markup. Each has different incentives, so compare total cost per head, not only the headline fee.
Reading the offers
Compare providers on total cost over the term, exit costs, and how much visibility you get into payroll and customs data. A low monthly fee with high exit charges or markups on pass-through items can cost more over three years. Check how the provider handles accrued liabilities such as seniority premiums when you transfer employees.
Common mistakes
Skipping the exit terms, assuming the shelter removes all labor and tax risk for the client, and leaving IP and tooling ownership vague. Another frequent oversight is data access: if the provider holds payroll, customs and inventory records, make sure you can export them in a usable format, including into your ERP.
Frequently Asked Questions
Is this a legal agreement?
No. It is a non-binding discussion outline. The definitive shelter service agreement must be drafted and reviewed by Mexican counsel, and the structure should be checked with your tax advisor for permanent establishment and transfer pricing issues.
Shelter or own entity?
A shelter is faster and carries less setup burden, while an own entity gives control and often lower cost at scale. Many companies start with a shelter and transfer later, which is why the exit terms belong in the first term sheet.
Who is importer of record?
In a typical shelter arrangement the provider operates the IMMEX program and acts as importer for the temporary imports. Confirm this in writing, including who bears responsibility for customs audits and penalties.
How do I compare fee models?
Convert each to total monthly cost at your planned headcount and expected wage level, then include pass-through markups and the exit cost. The cheapest headline fee is not always the cheapest at 100 employees.
Netray can help connect shelter-provider data such as payroll, customs and inventory feeds into your ERP so you keep visibility while the provider is the employer of record.
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