Bro, ngl, the first two items are sus... I'd just remove them altogether. They're basically saying, if you decide to stop working with us or we decide that we don't want your services no more, you cannot work or operate your business or use your skills to make money for 2 years..... like, WTH?! Honestly speaking, I wouldn't sign those 2 clauses. As for the 3rd item, I didn't understand what the problem was, but your counter offer sounds good. Also, normally, it should be you that writes the contract agreement and sends it to them...