[hansel]

I concur with the rest that say don't get a lawyer too soon, but that you do need one if things get serious. The key questions to consider are: 1) have they proven that they are serious? Sometimes they are just fishing for competitive information or trying to steal code (don't get all paranoid and defensive, but be smart, don't show code. Show efficacy). Make them prove that your company and tech is specifically what they need and that they have a cash ready to pay. If they say ‘well, we can get money to buy you’ then I’d be suspicious. 2) What is the company worth to YOU? Its not just about cash, but is the offer of employment something positive or negative to you? Then ask yourself what the company is worth to THEM. Do they need this badly and can’t do it themselves? Or is your tech one of several vendors they can buy? There can be a large difference how you two value your company. 3) Consider your alternatives such as the following: keep going on your own, ask them to license the tech from you, ask them to invest in you, charge them for consulting 4) Consider their options: are there others to acquire and is the industry in consolidation mode right now where if you don't get acquired you loose your chance. 5) Overall DO NOT SHOW THEM CODE unless they buy it or license it or put up cash in escrow with an escrow entity that YOU choose. If they are buying tech, you can offer to let them test it out for efficacy. Seeing code does not prove efficacy. In the final due diligence of a deal they can inspect the code or you can mutually agree to a 3rd party inspecting the code.