If you decide to go ahead and disclose, proceed cautiously. Here are some tips.

Disclose "Around" the Secret. A licensee is primarily concerned with two questions about your invention: "What does it do?" and "Is it profitable?" Try to determine if there is a way to present your invention and an estimate of its costs without disclosing trade secrets. If you can give a company this information, it may enter into a nondisclosure agreement.

Establish a Confidential Relationship. A confidential relationship can, in some cases, be established without a signed agreement. An "implied" confidential relationship occurs when the conduct of the parties indicates that they intended to create one. An implied confidential relationship gives you legal rights similar to those created by a written agreement, but it is always more difficult to prove that an implied relationship existed.

A confidential relationship can be implied if certain factors are present:

• the person you gave confidential information to solicited the idea from you -- you did not send it without prompting
• you indicated that the invention was a business proposition and you hoped for payment
• at the time of disclosure you requested that the information be kept secret, and
• the information is a trade secret -- it has commercial value and is not known by competitors.