Service agreement in Mexico: Template, Key Clauses and Local Law (2026)

What a service agreement in Mexico is A service agreement in Mexico is a civil or commercial contract for independent professional services, known as a contrato de prestacion de servicios profesionales. It is governed by the Federal Civil Code and the commercial codes, not by the Federal Labor Law (Ley Federal del Trabajo). That distinction is the whole point of the document. A true service relationship is between two independent parties; an employment relationship is one of subordinated, paid work. Which one you have is decided by what actually happens, not by the title on the contract. This matters because Mexico treats misclassification seriously. If the day to day relationship shows subordination, a fixed schedule set by the client, a regular fixed payment that looks like salary, exclusivity, or the worker being folded into the client's operations, a labor authority or court can treat the arrangement as employment regardless of what the agreement says. That brings back pay, statutory benefits, social security contributions and severance exposure. This page is general information, not legal advice. For cross-border or higher-value engagements, have a Mexican lawyer confirm the structure and the current rules. ## What local law requires and the misclassification line Civil, not labor. A service agreement should state clearly that the relationship is governed by civil or commercial law and that the provider is independent. But that line alone does not protect you. The substance has to match. Keep subordination out. The provider should control how and when the work gets done, use their own tools where possible, be free to work for others, and invoice for results. Avoid fixed daily hours set by the client, a regular fixed salary-like payment, exclusivity, and integrating the person into the client's team and reporting lines. The more of those are present, the more likely the relationship is really employment. Tax and invoicing. An independent provider in Mexico generally issues a valid electronic invoice (CFDI) through the tax authority (SAT) and handles their own income tax and VAT. The client should pay against proper invoices. A provider who is not invoicing and is paid like an employee is a classic misclassification signal. The 2021 outsourcing reform and REPSE. Mexico's 2021 reform banned the subcontracting of personnel and allows only the outsourcing of specialized services that fall outside the client's core business. Providers of specialized services must register in the REPSE register kept by the labor ministry, and clients can share joint liability for an unregistered provider's worker obligations. If your service agreement is really a way to supply people to do the client's main work, it is caught by this reform. A genuine, project-based professional service for work outside the client's core business is different, but check whether REPSE registration applies. ## A simple structure you can adapt ```

PROFESSIONAL SERVICES AGREEMENT (Contrato de Prestacion de Servicios Profesionales) Between [Client legal name, RFC, address] and [Provider legal name or full name, RFC, address] 1. NATURE OF THE RELATIONSHIP The Provider is independent. This agreement is governed by civil and commercial law, not the Federal Labor Law. No employment relationship is created. 2. SERVICES [Describe the specific services, deliverables and acceptance criteria.] 3. TERM AND SCOPE [Project term or defined scope, not an open-ended ongoing role.] 4. FEES AND INVOICING [Amount and basis], paid against a valid CFDI invoice within [days]. The Provider handles their own taxes and social security. 5. HOW THE WORK IS DONE The Provider decides the method, place and schedule, uses their own tools, and may serve other clients. 6. CONFIDENTIALITY AND IP [Confidentiality duties; who owns the work product and any license.] 7. TERMINATION [Notice, payment for work done, return of materials.] 8. GOVERNING LAW Federal Civil Code of Mexico and applicable commercial law. Signed in [place] on [date]. Client ______________ Provider ______________

- No invoices, and payment that looks like a salary. A strong misclassification signal.
- Fixed hours, exclusivity and integration into the client's team while calling the person a contractor.
- Ignoring REPSE when the service is a specialized service outside the client's core business. Both provider and client can be exposed.
- Silence on IP ownership, which leaves the client without clear rights to the work it paid for. ## A short checklist before you sign - Confirm the work is genuinely independent and project-based, not a standing role doing the client's core work.
- State that the relationship is civil or commercial, not labor, and make the day-to-day practice match that statement.
- Check whether REPSE registration applies, and whether the client could face joint liability for the provider's worker obligations.
- Tie payment to valid CFDI invoices and deliverables, not a fixed salary-like sum.
- Keep control of method, schedule and place with the provider, and avoid exclusivity and integration into the client's team.
- Set out IP ownership and confidentiality clearly, and keep a Spanish or bilingual version if the contract may be enforced in Mexico.
- For anything cross-border or high value, have a Mexican lawyer review the structure before signing. ## Where this sits with your other contracts A service agreement rarely travels alone. It comes with a statement of work, confidentiality terms, invoices, and amendments when scope changes. The lasting work is keeping those pieces aligned and knowing which version of the scope is current when a dispute starts. That is the same challenge a company faces across every contract it signs, in each market it works in. Drafting from a sound structure, catching a clause that quietly creates employment or subcontracting risk, editing scope in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. It is deepest in Indian corporate law today, with Mexico-specific depth on its roadmap rather than shipped, so a Mexican engagement still needs the law above and local advice. The idea to keep is that contracts are easier to trust when drafting, review, editing and version history live in one place.