Ask HN: small fish v. big fish - exclusivity contract?
Long version:
My partner and I want to bring a new technology (mobile devices) to an existing industry which currently isn't using it, but we believe definitely will be using it in a few years' time. We've spent the last month knocking on doors, trying to gauge interest, and to define what shape a solution might take - basically, doing Customer Discovery. There is definitely interest, the industry feels that the times are changing, but isn't exactly sure how that change will happen, and enthusiasm has varied wildly between different companies.
My partner and I are both tech people, and we have very limited domain knowledge - we're learning and making contacts as we go, but we started from zero a couple months ago. We're also trying to bootstrap as far as possible.
I had a meeting today with the first company that was truly enthusiastic about what we're proposing. They "got it" right away, and proposed a partnership to build the solution we have in mind. They are willing to bring their expertise and domain knowledge to the table (they've been around for 15 years), but in return, they want some form of (time-limited) exclusivity. They are basically seeing the same opportunity we are seeing, and want to use it to grow and position themselves as a leader - and are happy to work with us as partners, but (naturally) not as competitors.
Depending on the terms of the agreement (we'd want a good lawyer on our side, of course), there could be significant upsides. They would effectively become our first (large) client. We could use their expertise to build a product that makes sense, and their reputation and sales channels to push it into the market - these are certainly not our strengths. Our interests would be aligned in the sense that they would want to push as many sales as possible - thus growing both our businesses.
The part I'm nervous about is: we're a two-person startup with no funding, they're an established midsize company. How do we make sure we don't get screwed?
What are the downsides and hidden gotchas to something like this?