Accept an earnout without these four clauses and you're financing the buyer's mistakes with your money.

Accept an earnout without these four clauses and you're financing the buyer's mistakes with your money.
Before you sign, demand:
— A floor: minimum guaranteed payout regardless of performance. No floor, no deal.
— Defined metrics YOU influence — revenue, not 'net profit' the buyer can bury under their costs.
— A non-interference clause: they can't strip your traffic sources then blame the decline on you.
— Short window: 6-12 months max, because every month is a month they control your number.
Earnouts aren't a price — they're a leash. Negotiate the length.
Took an earnout that paid out full? Rare. Prove me wrong below.