With patents, there are patent and prior art searches. But companies seem to have no way of validating the secrecy of a trade secret, so they would seem reluctant to pay for "secrets" that have no way of being proven are indeed secret.
This seems too theoretical and not practical. A trade secret is something like a formula or process that the owner takes steps to keep secret. It is very, very unusual for a trade secret to be licensed. The person paying will determine if it is truly secret and the value it may have. Without a factual background, abstract analysis is of little value.
Mr. Doland is correct that this is a fact intensive inquiry that depends, in part, with what the company has done in terms of treating the "secret" like a secret. If you tell everybody the secret, then it is hard to say it is trade secret, simply put. If you put it in a vault and protect it carefully with only a few key people knowing who are subject to confidentiality agreements, then the company is showing that it intends to treat the information as a trade secret ... e.g. the secret forumula for Coca Cola.
Companies routinely engage in collaborative innovation efforts. If Company B doesn't know what Company A knows, but wants to know, then that information is valuable to Company B. So a joint venture / "know how" agreement is negotiated. It's frankly not important whether the information is a "trade secret" -- what's important is the ability of Company B to learn from Company A how to make use of the information. If you're involved in a negotiation about innovation collaboration then speak with your own intellectual property attorney in private. Good luck.
You are correct, you will know who if anyone has had access to this information. What makes them "trade secrets" is how they were treated by the company and this can be validated by the attendant information (e.g., all contracts in place with sensitive employees, other security protocols and efforts, etc.). You can also contract around the possibility of being frustrated, such as a well-written indemnification should it come to light that another has already exploited these secrets that you should have been placed on notice of.
Your question also suggests that you have no counsel to ask these kinds of questions of which is a big mistake assuming you are making an investment and taking it seriously. I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
Best regards,
Frank
Natoli-Lapin, LLC
