definiens: means an individual who ( x ) is currently excluded, debarred, suspended or otherwise ineligible to participate in a federal health care program or in federal procurement or nonprocurement programs, or ( y ) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a ), but has not yet been excluded, debarred, suspended or otherwise declared ineligible . In addition, [COMPANY] represents and warrants to [COMPANY] that [COMPANY] will have policies and procedures in place during the period that it is Co - Promoting the Product and/or the REQUIpTM Products to require all [COMPANY] Sales Representatives to promptly disclose to [COMPANY] any debarment, exclusion, suspension or other event that may make such [COMPANY] Sales Representative an Ineligible Person . Upon learning or acquiring knowledge of any facts and circumstances which may lead an [COMPANY] Sales Representative to become an Ineligible Person, [COMPANY] will promptly disclose such facts to [COMPANY] . If [COMPANY] has actual notice that one of the [COMPANY] Sales Representatives has become or is likely to become an Ineligible Person, [COMPANY] will remove such Person from any responsibility associated with any Co - Promotion or Detailing Product or the REQUIpTM Products, or this Agreement . [COMPANY] will promptly provide [COMPANY] with any data requested by [COMPANY] for the purposes of complying with disclosure, reporting or compliance obligations under federal and state laws relating to reporting obligations for Ineligible Persons