A client wants to buy old SaaS app – smart move or risk?

Recently, a well-known national brand — not in tech, but operating in retail — approached us. As part of their PR strategy, they run a medium-sized cultural festival once a year in their home country.

They want to use our platform — but with a hard no to licensing. They’ve had bad past experiences where vendors either raised prices or disappeared, leaving them stranded.

We’re currently in a bidding process, alongside other companies. From what we understand, most competitors are creative agencies likely to: • build something from scratch, or • white-label past projects from similar events.

We estimate that building this kind of event app from scratch would cost around $60,000.

The options we’ve considered so far are:

1. Give them a snapshot of our current codebase, with no support, onboarding, or guarantees. This isn’t ideal — they would need to hire someone else to burn time understanding the architecture and logic before they could even begin implementing or customizing it. It’s slow and wasteful, considering we already know the product inside-out. 2. Give them a snapshot of the code and charge separately for the extra features they’ve asked for (that we don’t yet support). Based on our estimates, development would cost them between $13,500 (optimistic) and $38,000 (pessimistic) if done externally. 3. Same as above, but instead of giving them the code directly, we place it in escrow with a law firm of their choice. If we go out of business, or suddenly triple our rates to lock them in, they’d have the right to release the source and continue working with another vendor. This gives them peace of mind without requiring a full transfer up front.

*Ask HN: What would you do in our shoes?* Any strategic, technical, or legal insights are welcome. Has anyone navigated something similar?