The bigger the gap between you and the partner (in terms of revenue/size), the less likely anything positive will come to you in my experience. I wouldn't waste

The bigger the gap between you and the partner (in terms of revenue/size), the less likely anything positive will come to you in my experience. I wouldn't waste a bunch of time on this if I were you unless you have the time to waste and you understand the risk. It's fine to devote 'x' hours to getting the deal done but just understand that even if you get the deal done it probably won't amount to much for you. That being said, I would be very hesitant in signing any exclusive contracts or anything that would prevent you from operating or doing what you want. If you aren't a deal maker, then you probably aren't going to be able/willing to put in big performance incentives. If there aren't valuable performance incentives for both parties, then I wouldn't sweat it. My approach to things like this is to work out in my mind what I want, explain my case to the partner and explain that why this is win-win (and it had better be), and then to just politely decline all of the "Can we change this?" and "What if we added that?" I spent large parts of 2008 and 2009 doing this kind of stuff and nothing of quality ever came out of it. I'm probably the end of the spectrum that would be "once bitten, twice shy".