Earnout Settlement Ledger · a two-minute check

Is your earnout arithmetic, or judgement?

Some earnouts settle themselves: a number clears a line, the money moves. Others need somebody to decide — whether the effort was reasonable, whether that expense belonged in the calculation, whether the milestone counts. Only the first kind can be settled by a contract that was signed before anyone knew the answer. Eight questions tell you which kind yours is, and if it is the second, exactly which part needs a human.

Nothing you enter leaves your browser. The check runs entirely in this page: no server, no analytics, and the page makes no request of its own once it has loaded — the only thing your browser fetched was the page itself. View source if you would rather confirm that than take my word for it. No figures are asked for either: the answer depends on the shape of the clause, not its numbers.
The thing that decides whether money is owed.
A strong final year rescuing a weak second year, a shortfall carried forward, a cumulative total.
A single measurement at the end of the earnout period counts as once.
“Up to $X” is usually just the amount itself, not a separate limit. This asks about a second one — a guaranteed minimum, or a ceiling applied after the calculation.
A bank, an auditor, or a paying agent attesting the number — not the buyer's own statement.