Selling a business is one of the most significant financial events an entrepreneur will experience, and earnout provisions can have a major impact on the final value received. This podcast explores how Canadian business owners can protect themselves when a portion of the purchase price depends on future EBITDA performance. Listeners will gain practical insights into the risks of earnout structures and the strategies that can help safeguard their interests before signing a share purchase agreement. Throughout this episode, we cover the key contractual protections every seller should negotiate, including operating covenants, clear EBITDA calculations, governance rights, acceleration triggers, payment security, dispute resolution, and the evolving duty of good faith under Canadian law. We also discuss common pitfalls that can reduce earnout payments and how experienced advisors help structure agreements that minimize unnecessary risk. Whether you are preparing to sell your business, advising clients on mergers and acquisitions, or simply looking to better understand earnout negotiations, this episode provides practical guidance to help you approach the process with greater confidence and clarity. Explore more insights, guides, and resources at redacted (redacted