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. Legal advise and agreements for purchasing a business or selling a business. Get our free, updated 2022 checklist for business buyers. Call (215) 545-4830 - Danziger Shapiro, P.C. is dedicated to serving our clients with a range of legal services including Business and Corporate cases. An asset purchase agreement is a written legal instrument that formalizes the purchase of a business or significant business asset. An earnout means the Buyer makes payments as part of the purchase price to the Seller, provided the Buyer achieves certain financial or operational results.