Exclusive: The player must be offered a one year contract 1) at a salary of the average of the top five salaried players at his position, or 2) at a salary at least 120% of his previous year's salary, whichever of the two is the higher amount. The player may not negotiate with any other teams even though he is a free agent.
Non-exclusive. Same as the Exclusive player except the player is allowed to neogtiate with other teams. Should the player agree in principle to a contract with another team, his present team is allowed to match the contract and keep his services. If his present team does not match the contract, the player becomes a member of the other team and the other team must 'pay' two first round draft choices as compensation to the player's now former team.
The exclusive tag is a way for the owners to get around free agency. The exclusive tag does not allow the player to negotiate with other teams and the non-exclusive tag states the team will be compensated if the player signs with another team.