Earnout provisions are contractual clauses within a purchase agreement that secure additional compensation to the seller after close. Against future Note payments, earnout, escrow, etc.Appendix A: Site References; Legal Description. 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). 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 provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance.