A schedule for a share or asset purchase agreement where part of the price depends on the business’s future performance – earn-out targets and calculation, accounts and disputes, seller protections, acceleration events, set-off and security.
Selling or exiting a business
Earn-Out and Deferred Consideration Schedule
About this document
An earn-out is a way of bridging a gap between what a seller thinks the business is worth and what a buyer is willing to pay up front. Part of the price is paid later, if the business hits agreed targets after the sale. Earn-outs are one of the most common sources of disputes after a sale, so the targets, the accounting basis and the rules on how the buyer runs the business must be set out precisely. This schedule does that.
The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.
Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.
Included in the pack
Selling or exiting a business
for every document in this category
Editable Microsoft Word files
Guidance notes in every document
Written for UK businesses
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