Exiting.com
The agency exit guide

Stage 5 of 5

Paid

Hand over well, hit your earn-out, and collect every dollar.

Many agency deals pay part of the price later, through an earn-out or deferred payments. What you do in the months after closing decides whether you collect it.

Typically 6–36 months · 3 steps

  1. 5.1 Run a smooth transition
  2. 5.2 Hit the earn-out
  3. 5.3 Collect final payments and move on

Step 5.1

Run a smooth transition

Your job now is to make the business succeed without you, as agreed.

What to do

  1. 1Follow the transition plan: client introductions, knowledge transfer, team continuity.
  2. 2Keep your team engaged; key-person departures in the first months hurt everyone.
  3. 3Agree how decisions are made now, and who has the final say.

When it's done, you have

  • A completed handover plan
  • Key clients and staff retained

Typically 3–12 months

Common pitfall

Stepping back faster than agreed. Client churn after a sale is the most common reason earn-outs miss.

Step 5.2

Hit the earn-out

An earn-out pays you more if the business hits agreed targets. Treat it like the deal it is.

What to do

  1. 1Track earn-out metrics monthly against the agreement's exact definitions.
  2. 2Flag decisions by the new owner that affect the metrics, in writing, as they happen.
  3. 3Keep records; if there's a dispute, documentation decides it.

When it's done, you have

  • Monthly earn-out tracking
  • Earn-out payments received

Typically 12–36 months

Common pitfall

Assuming the buyer will keep running things your way. Changes to pricing, staff, or clients can quietly erode the metrics.

Step 5.3

Collect final payments and move on

Close out deferred payments, escrow releases, and any remaining obligations cleanly.

What to do

  1. 1Calendar every deferred payment and escrow release date.
  2. 2Resolve any working-capital or indemnity claims promptly.
  3. 3Plan what's next: your role, your non-compete period, your next venture.

When it's done, you have

  • All deferred payments and escrow released
  • Obligations under the agreement completed

Typically At the agreed dates

Common pitfall

Not tracking release dates. Escrow and deferred payments sometimes need a formal request to be paid.

General guidance only, not legal, tax, or financial advice. Every deal is different.

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