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I. Trade-in Option County shall have the option to trade-in Optech Insight Plus Tabulators, Additional Cartridges, and Memory Pack Readers purchased under this Agreement in exchange for a credit towards the purchase of new products from Sequoia (whether currently existing or developed in the fixture by Sequoia). The credit to County for such trade-in shall be calculated as follows: i. For the period from December 30, 2007 through December 30, 2009, the credit will equal Fifty Percent (50%) of the Purchase Price of the traded items under this Agreement. ii. For the period from December 31 , 2009 through December 31 , 2010, the credit will equal Thirty-Three Percent (33%) of the Purchase Price of the traded items under this Agreement. 3. FIRMWARE LICENSE The Product incorporates software and logic which constitutes an Intellectual Property Right, previously or currently owned by Sequoia, as defined in and pursuant to Paragraph 17 below. Sequoia hereby grants to the Customer a personal, non-exclusive, non-transferable limited license to use the Firmware solely with and exclusively for the operation of the Product for the conduct of elections by the Customer, as contemplated by this Agreement. The Customer shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, decipher, analyze, or modify the Firmware or any software or upgrades in whole and in part without the prior written authorization of Sequoia. Unless expressly required to do so in a written amendment to this Agreement signed by Sequoia, Sequoia has no obligation to modify or update the Firmware to meet any future requirements, legal or otherwise. 4. PATENT AND COPYRIGHT PROTECTION A. Indemnity Subject to Paragraph 4 .13 . below, Sequoia shall, at its own expense, defend Customer against any claim asserted by any third parry that the Product, software or Firmware ("collectively referred to as "Equipment") infringes a registered United States patent or copyright of that third party (an "Infringement Claim") . Customer agrees to promptly provide written notice to Sequoia upon Customer becoming aware of an actual or possible Infringement Claim B. Conditions Sequoia shall have no liability for any Infringement Claim or alleged Infringement Claim based on: (i) use of a superseded or modified release of the software or portion thereof, if such infringement would have been avoided by the use of a current unmodified release of the software; (ii) use of the Product in a manner not authorized by Sequoia or for a purpose other than Customer' s use in accordance with this Agreement; (iii ) use of software that has been altered by Customer or any person other than Sequoia; or (iv) the combination, operation, or use of the Equipment with other equipment project or software not furnished by Sequoia, if such infringement would have been avoided by use of Sequoia' s Equipment or alone . C. Infringement In the event Customer' s use of all or any portion of the Equipment (i) becomes, or in Sequoia's reasonable opinion is likely to become, the subject of an Infringement Claim (the "Infringing Component") ; or (ii) Sequoia is unable to successfully defend against an Infringement Claim, Sequoia may within a reasonable time and at its option and expense: (a) obtain for Customer the continuing right to use the Infringing Component; (b) alter the Infringing Component or replace it with a functional equivalent so long as it no longer infringes; or, (c) if neither (a) nor (b) is commercially reasonable, on not less than ninety (90) 3