An earn out agreement is a contractual agreement between the buyer and seller of a business that states that the seller will receive future payment(s). Earnout provisions are often incorporated in the body of the acquisition agreement, but can be included in a separate earnout agreement.An asset purchase agreement (APA) is a legally binding agreement used when a company wishes to buy or sell specific assets of another business. (a) Seller shall be entitled to receive an Earn-Out Payment to be determined and paid in accordance with, and subject to the conditions of, this Section 2.7. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. What is an Earnout Agreement? ​​An earnout agreement, also referred to as an earn-in or earn-out, is a type of acquisition payment structure.