An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. A seller also needs to separate its right to an earnout from the severance provisions of its employment agreement with the buyer.Part 3 of the life cycle of a deal series examines the logistics of drafting a purchase agreement for an acquisition, its key provisions and objectives. An earnout is a negotiated payment arrangement over time between a buyer and seller. The seller agrees to receive at least part of the purchase price.