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). 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. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. An earnout allows the buyer to pay a higher potential reward to the seller while simultaneously reducing the buyer's risk. 2.04 Payment of Purchase Price.