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). "Earn-Out Payments" means the Earn-Out Initial Payment and the Earn-Out Monthly Payments.Licensing out, provision, hosting, and sale of each University Product. (h). Effects of this Transaction. 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.