Selling your SaaS on Flippa? Sell the code separately

A buyer on Flippa or a similar marketplace pays for the business: its customers, revenue and product. AI labs pay for the code itself, by size and git history, through a non-exclusive license that leaves you free to sell the business. Pangea publishes rates of $100 per million tokens of source code and $40 per million tokens of git history.

A listing sells the business, and a license sells a copy

When the business sells, the acquirer takes the code, the customers, the domain and the brand. When a lab licenses the code, it gets a scrubbed copy to train coding models on, and you keep the original. Pangea’s standard licenses are non-exclusive: the same codebase can be licensed to several labs, and you keep ownership and can keep using the code.

A lab wants training material and has no interest in running your product, so the two deals don’t compete for the same thing.

Pangea prices SaaS code by size and history, whatever the revenue

Pangea’s rates are indicative and can change on 30 days’ notice, never retroactively. Its own illustration is roughly $1,000 to $1,500 per repository at typical depth, which it labels “not a quote”. Because the rate is per token, a SaaS repository with eight years of commits is priced on its size and history, whatever its monthly revenue. The worth calculator applies the rates to your repository.

License before the sale closes, and disclose it

• License before listing, or during. You own the code, you sign, and you tell buyers in the listing and the asset purchase agreement.
• After the sale closes. If the code transferred with the sale, the acquirer owns it and you can’t license it. Pangea excludes code with conflicting third-party rights. To keep the option, license before closing or write the right into the sale contract.

How an existing license carries through a sale depends on both contracts, so have a lawyer check the wording before you sign either.

Pangea also excludes previously public code, forks and client-owned code. If your SaaS grew from a public open-source project that you later took private, that code counts as previously public.

Full history, private origins and clear ownership make a repository licensable

• Full git history. History is priced separately from source, so leave it unsquashed.
• Private from day one. Check the repository’s visibility history before you submit.
• Hand-written code. Pangea’s valuation excludes generated files, vendored code, binaries, data dumps and third-party code. Submit the repository as it is; Pangea strips those on its side.
• Clear ownership. Resolve a contractor who kept copyright, a co-founder without an IP assignment, or a white-label deal with a customer first. Pangea’s agreement makes you responsible for owning what you submit, with no cap.

Secrets, customer data and personal data are stripped before a buyer sees the code.

The license can run alongside the listing

Pangea grades a repository in a few hours to four weeks. Licensing typically takes 2 to 16 weeks and is not guaranteed. Payment comes within 15 days of the buyer’s payment, once your tax and payout details are complete. Starting when the listing goes up lets both run at once, and if the business sale falls through, the license stands on its own.

You can withdraw a repository before it goes to labs. After that it stays in the active process, and you can remove it from future opportunities with 30 days’ notice.

The company’s records are a second asset

If the SaaS had a team, its support tickets, chat history, internal docs and CRM can be licensed too, by buyers of company records. Those records stay with the company unless the sale contract transfers them.

Keep the full history, proof of privacy and the IP assignments

• The repository with its full git history, unsquashed.
• Proof the repository was never public.
• IP assignments from co-founders and contractors.
• A disclosure line in the listing and a clause in the asset purchase agreement covering the license.
• Read-only access ready to grant from an account you control until the sale closes.

For Pangea’s full rules, see selling source code to AI companies.