Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, successors, and assigns (each, an “ Indemnified Party ”), from and against all Losses arising out of or in connection with any claim, suit, action, or proceeding (each, a “ Claim ”) relating to: (a) any actual or alleged breach by Licensee of any representation, warranty, covenant, or obligation under this Agreement; or (b) Licensee’s exercise of its rights granted under this Agreement, including any product liability claim or infringement, dilution, or other violation of any intellectual property rights relating to the production, advertising, marketing, transportation, supply and distribution, sale, or other uses of Licensed Services in commerce in the Territory.