Exclusivity is always negotiable – length of agreement, type of exclusivity, comparative solutions etc. Non-Competitive clauses may help you reduce risk if your product functionality, as-is, is not exactly what they intend to use and redistribute.
I would push back on exclusivity, if not you can reduce the length of the agreement and maybe include the rights of the IP from the final product will be owned your organisation and licensed back to them.
I would push back on exclusivity, if not you can reduce the length of the agreement and maybe include the rights of the IP from the final product will be owned your organisation and licensed back to them.