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). An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance.The Base Purchase Price, the Note and the Earn-Out shall be referred to collectively as the "Purchase Price". An asset purchase agreement is a contract for the sale of a business or specific business assets. Certain other provisions of an acquisition agreement can be found in the MODEL STOCK. 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.