An after-sales service contract is concluded between the supplier and an external customer. There is an internal ALS between the supplier and its internal customer – it can be an organization, a department or another site. Finally, there is a lender ALS between the provider and the lender. There are pros and cons for buyers and sellers in a salary. For the buyer, an advantage is to have a longer period to pay for the business, instead of doing everything in advance. In addition, the buyer does not have to pay as much if the returns are not as high as expected. For the seller, the advantage is the ability to spread taxes over a few years in order to reduce the tax impact of the sale. The terms of a salary depend largely on the party that will actually lead the transaction after closing. When the buyer leads the business, the seller may be affected by mismanagement by the buyer, resulting in the company missing targets.
On the other hand, if the seller manages the business, the buyer may be affected by the seller`s downplaying or underestimating expenses or overstating income to manipulate the calculation of the salary.  You may want to sell your business directly, but finding a buyer who agrees with your valuation of the business and its future prospects cannot happen. With a payment contract, you will receive a down payment with the potential for additional payments if the agreed financial goals are met. In the best of circumstances, buyers and sellers experience a win-win situation where the seller gets a fair price for the business with additional funds potential and the buyer pays what he considers a business, with additional payments resulting from successful financial results. With many gains, the seller remains tied to the company until the end of the term of the remuneration contract. These agreements can last up to five years, with calculations typically between 10 and 30% of the company`s purchase price. In some circumstances, the percentage can be as high as half the purchase price. Performance targets may be based on a variety of factors, including gross revenue, net income, income, cash flow and the generation of new customers. Targets may also relate to specific projects or operating accounts, a certain sale conclusion, or the marketing of a product.
One of the drawbacks for the buyer is that the seller may be involved in the business for a long time in order to provide assistance, increase profits or use his past experience to manage the business as he sees fit. The downside for the seller is that future revenues are not high enough, so they don`t make as much of the sale of the business. ABC Company has revenues of $50 million and a profit of $5 million. A potential buyer is willing to pay $250 million, but the current owner believes this underestimates future growth prospects and is asking for $500 million. To close the gap, both parties can use merit. A compromise could be for a down payment of US$250 million and a salary of $250 million, if revenue and profit reach US$100 million or $100 million within a three-year window, if sales reach only $70 million. i.e. the base salary plus the commission possible.
A generic model should not be used for the earn-out clause. They should take into account both the individual characteristics of the target company and the market situation. Some areas of application particularly benefit from this clause: HighflyingTech is interested in the product, but it is aware that there will be a long trial period before the product can be marketed under its name. They are skeptical of the start-up`s high revenue forecasts.