Bill of Sale & IP Transfer (DRAFT TEMPLATE)

⚠️ Draft for review by a qualified attorney. This is the transaction-level template auto-generated for each completed purchase. Fields in [BRACKETS] are auto-filled from the transaction record.

Template effective date: August 12, 2026 · Platform operator: Todd Fishman (doing business as "Cinderella") — an LLC or C-Corp will be formed before the platform scales.

Transaction details

• Transaction ID: [TRANSACTION_ID]
• Date of sale: [SALE_DATE]
• Rights transfer date (escrow release): [RIGHTS_TRANSFER_DATE]

Parties

Seller

• Name / entity: [SELLER_NAME]
• Account ID: [SELLER_ACCOUNT_ID]
• Email: [SELLER_EMAIL]

Buyer

• Name / entity: [BUYER_NAME]
• Account ID: [BUYER_ACCOUNT_ID]
• Email: [BUYER_EMAIL]

Platform

• Entity: Todd Fishman (doing business as Cinderella)
• Platform: Cinderella (cinderella.fyi)

Listing

• Listing ID: [LISTING_ID]
• Listing URL: https://cinderella.fyi/listings/[LISTING_SLUG]
• Listing type: [REPO / IDEA]
• Title: [LISTING_TITLE]
• Rights model: [ASSIGNMENT / NON-EXCLUSIVE LICENSE / IDEA MATERIALS TRANSFER]

Financial summary

• Sale price: [SALE_PRICE]
• Platform commission (24%): [COMMISSION_AMOUNT]
• Net seller payout: [SELLER_PAYOUT]
• Payment processor: Stripe
• Escrow status: [HELD / RELEASED]
• Inspection window ended: [INSPECTION_WINDOW_END_DATE]
• Hand-off confirmed: [BUYER CONFIRMATION / AUTOMATIC RELEASE ON DAY 7]

Description of assets conveyed

The deliverable is the scrubbed bundle — the cleaned copy of the seller's Submission produced by the scrub pipeline. The seller keeps their original repository; it is not part of the transaction. Included in the scrubbed bundle, as described in the listing:

• For repo sales: source code files, documentation, non-sensitive configuration

files (as scrubbed), test files, and other assets: [OTHER_ASSETS]

• For idea sales: the written pitch/concept document, supporting materials, any

included research, and other assets: [OTHER_ASSETS]

Full asset description: [DETAILED_ASSET_DESCRIPTION]

Rights conveyed

The rights conveyed are determined by the rights model stated above:

If rights model = ASSIGNMENT (default for repo sales)

The Seller hereby assigns to the Buyer all of the Seller's right, title, and interest in and to the assets described above, including all copyright, trade secret, and other intellectual property rights therein. This assignment is exclusive. From the rights transfer date, the Seller may retain a private archival copy of the original repository but may not use, sell, license, or distribute the assigned work, except as expressly stated in the listing.

If rights model = NON-EXCLUSIVE LICENSE

The Seller hereby grants to the Buyer a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, distribute, and sublicense the assets described above. The Seller retains all ownership rights, including the right to sell or license the same materials to other parties.

If rights model = IDEA MATERIALS TRANSFER

The Seller hereby transfers to the Buyer the materials listed above, including the written pitch and supporting documents, and the right to use them. Ideas are not protectable by copyright; only the written expression and materials are transferred, and the Buyer receives no monopoly on the underlying concept. Unless the listing states otherwise, the Seller agrees not to resell the identical pitch to another buyer.

Excluded components

Not included in this transaction unless expressly stated in the listing:

• Third-party open-source software (remains subject to its own license terms)
• Third-party libraries, frameworks, APIs, fonts, or datasets
• Domain names, social media accounts, or hosting accounts
• Trademarks, brand names, or logos
• Credentials, API keys, or access tokens (scrubbed and not included)
• The seller's original repository and git history (scrubbing operates on a

clean copy only)

• Any rights not explicitly described in the listing

Open-source components disclosed by seller: [OSS_COMPONENTS_DISCLOSED]

Third-party dependencies disclosed by seller: [THIRD_PARTY_DEPENDENCIES_DISCLOSED]

Seller representations & warranties

The Seller represents and warrants, as of the date of sale:

1. Ownership. The Seller owns or has the right to sell the assets described

above, free of liens, encumbrances, and third-party claims, except for disclosed open-source components.

1. Right to transfer. The Seller has the full right, power, and authority

to assign or license the assets as described in this Bill of Sale.

1. No employer conflict. The Seller is not violating any employer

agreement, contractor agreement, NDA, or open-source license by selling these materials.

1. No secrets. To the best of the Seller's knowledge after reviewing the

scrub report, the materials contain no live API keys, credentials, tokens, or personal data.

1. No malware. The materials contain no backdoors, credential harvesters,

undisclosed network exfiltration mechanisms, or other malicious functionality.

1. Accuracy. The listing description accurately describes what is included.
2. No infringement. To the Seller's knowledge, the materials do not

infringe any third party's intellectual property rights, except for disclosed open-source components used under their original licenses.

These warranties survive the inspection window and completion of the transaction. The Seller's liability for breach is as set forth in the Seller Agreement.

Platform role

Cinderella is the marketplace that facilitated this transaction. Cinderella is not a party to the sale of assets between the Seller and the Buyer, and:

• Does not own, inspect, verify, or warrant the assets
• Is not responsible for the accuracy of seller representations
• Is not liable for the content, quality, safety, or legality of the assets
• Facilitates payment processing and the escrow/inspection window as described

in the Buyer Agreement

• Provides automated scrubbing, valuation, and AI commentary as described in

the Scrub Disclaimer — none of which is a guarantee, security audit, or professional advice

The 24% commission is for marketplace facilitation services: payment processing, escrow management, listing infrastructure, and platform maintenance.

Inspection window acknowledgment

The Buyer acknowledges that:

• A 7-day inspection window was provided, during which the Buyer could review

the materials under a limited evaluation license

• The inspection window closed on [INSPECTION_WINDOW_END_DATE] via

[BUYER CONFIRMATION / AUTOMATIC RELEASE]

• On closure of the window, the rights described above transferred to the Buyer
• The Buyer had the opportunity to dispute during the window on the grounds in

the Buyer Agreement

Acceptance & electronic acknowledgment

This Bill of Sale is generated automatically when escrow releases to the Seller. Acceptance is evidenced by:

• Buyer acceptance: click-through legal sign-off at

[ACCEPTANCE_TIMESTAMP] UTC

• Seller acceptance: agreement to the Seller Agreement at listing time on

[SELLER_AGREEMENT_DATE]

• Platform facilitation: payment released via Stripe on [PAYOUT_DATE]
• Documents hash: [TRANSACTION_HASH]

The parties agree that this electronic Bill of Sale has the same legal effect as a signed written agreement. Transaction records, timestamps, and acceptance logs are maintained by Cinderella and available on request by either party.

Dispute & governing law

This Bill of Sale is governed by the laws of the State of Washington, consistent with the Terms of Service, Buyer Agreement, and Seller Agreement. Disputes arising from this transaction are subject to the Buyer Agreement's dispute-resolution provisions, including arbitration and the class action waiver.

Rights model quick reference

• Repo (default) — assignment: full transfer of the seller's rights in the

scrubbed bundle; seller cannot resell (may keep a private archival copy).

• Repo (non-exclusive) — license: perpetual license to use; seller can sell

to others.

• Idea — materials transfer: written pitch and materials; no monopoly on

the underlying concept.

• Non-cash (equity/rev-share): governed by a separate agreement between the

parties under the Non-Cash Listing Terms, not this Bill of Sale.

*This is a template Bill of Sale, generated automatically per transaction with the bracketed fields filled from the transaction record. It must be reviewed by a qualified attorney before use.*