Either Party hereby agrees to defend, indemnify, and hold the other Party, its officers, directors, employees, agents, and representatives (hereinafter collectively referred to as the "Indemnified Party") harmless from and against any and all direct liability, losses, claims, damages or expenses (including reasonable attorney’s fees) suffered by the Indemnified Party as a result of any breach of the representations, warranties, covenants and / or obligations under the Referral Terms and Referral Form by such Party.