32.10 Project Co (to the extent permitted by Law) shall procure that all potential staff or persons performing any of the Services (other than [Transferring Board Employees] as confirmed by the Board whose duties do not thereafter change so that they may reasonably be expected to have access to children in the course of their employment or engagement) who may reasonably be expected in the course of their employment or engagement to have access to children and/or access to persons receiving Clinical Services:
(a) are questioned concerning their Convictions; and
(b) only in the case of potential staff who may reasonably be expected in the course of their employment to have access to children or vulnerable adults, are required to complete an enhanced Disclosure Scotland form.
32.11 Project Co shall procure that no person who discloses any Convictions, or who is found to have any Convictions following the completion of an enhanced Disclosure Scotland check, in either case of which Project Co or a Service Provider is aware or ought to be aware is employed or engaged without the Board's prior written consent (such consent not to be unreasonably withheld or delayed).
32.12 Project Co shall procure that the Board is kept advised at all times of any person employed or engaged by Project Co or any Service Provider in the provision of any of the Services [or Interim Services] who, subsequent to his/her commencement of such employment or engagement, receives a Conviction of which Project Co or a Service Provider becomes aware or whose previous Convictions become known to Project Co or a Service Provider.
32.13 The Board's Representative (acting reasonably) may instruct Project Co to procure that appropriate disciplinary action is taken against any employee of Project Co or any Sub-Contractor (in accordance with the terms and conditions of employment of the employee concerned) who misconducts himself or is incompetent or negligent in his duties or whose presence or conduct on the Site or at work is otherwise considered by the Board's Representative (acting reasonably) to be undesirable. The Board shall co-operate with any such disciplinary proceedings and shall be advised in writing by Project Co of the outcome.
32.14 Project Co shall procure that there are set up and maintained, by it and by all Service Providers, personnel policies and procedures covering all relevant matters (including discipline, grievance, equal opportunities and health and safety). Project Co shall procure that the terms and the implementation of such policies and procedures comply with Law and Good Industry Practice and that they are published in written form and that copies of them (and any revisions and amendments to them) are forthwith issued to the Board.110
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110 Boards should note that the procedures in Clause 32.14 will be governed by Data Protection law. To the extent that Boards envisage receiving information concerning Project Co employees, the Agreement will need to oblige Project Co to include a relevant clause in the contract of employment of the relevant employees.