There are enough litigation examples on this issue around to suggest their fears are well placed. A confidentiality agreement (also called a non_disclosure agreement) and followed by a letter of intent is the two step process for allowing a business concept owner to establish a new business relationship without losing control of their business idea.
D. Asset Identification_The LOI should identify the assets to be bought and sold in the transaction. For example: Assets of ABC Childcare, Inc. and real estate held in the name of XYZ, LLC and used in operations of ABC Childcare, Inc. Said assets and real estate are located at 123 Main Street, Any Town, Any State, 12345. E. The Purchase Price. F. Amount of buyer's good faith deposit and the company responsible for escrowing the deposit.