John,  I made the changes you suggested.
The prior version contained a non-circumvention (you can't pursue the project  without me) versus the current exclusivity (you must work only with me),  which seems somewhat more restrictive since it would keep us from bringing in  additional participants.
I've changed language in the next paragraph to  avoid a contradiction.
If we go with this approach then I suspect we will want to work on an LOI  which divides up responsibility going forward.
Let me know what you think.
Kay

Ameresco