An asset purchase agreement is the legal document that will govern the transfer of ownership of a business's assets from the seller to the buyer. 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 is a form of contingent, deferred consideration that is often utilized to reconcile a difference of opinions between the buyer and the seller. May involve working capital adjustments or earnout provisions. Ensures the final purchase price accurately reflects the assets transferred. 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.