Common use of Criminal Records Check Clause in Contracts

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or other vulnerable person on a regular basis, or who may have access to student or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or other vulnerable person of the Client. For the purposes of this CSA, the Client shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students or other vulnerable persons on a regular basis or have access to student or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or other vulnerable persons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and (b) a vulnerable sector check of the RCMP System; for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis or who may have access to student or other vulnerable person’s information (collectively, a “Criminal Background Check”), together with an Offence Declaration, in a Client-approved form, prior to the occurrence of such possible direct contact or prior to having access to student or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section 12.5, or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis, or who may otherwise have access to student or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student or other vulnerable person’s information with respect to Offence Declarations, then the Client will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client may attend to such reviews at least twice per year during the Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client in the circumstances and in its sole and unfettered discretion, then the Client will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC and the Client should the third-party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person Person to perform services for the Supplier who may come into direct contact with students or other vulnerable person Person on a regular basis, or who may have access to student or other vulnerable personPerson’s information to provide services hereunder, where such Supplier’s employee or other person Person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or other vulnerable person Person of the Client. For the purposes of this CSA, the Client shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person Person may come into direct contact with students or other vulnerable persons Persons on a regular basis or have access to student or other vulnerable personPerson’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or other vulnerable personsPersons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and (b) a vulnerable sector check of the RCMP System; for every employee of the Supplier or other person Person who will perform services for the Supplier who may come into direct contact with students or other vulnerable persons Persons on a regular basis or who may have access to student or other vulnerable personPerson’s information (collectively, a “Criminal Background Check”), together with an Offence Declaration, in a Client-approved form, prior to the occurrence of such possible direct contact or prior to having access to student or other vulnerable personPerson’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person Person to perform services in contravention of this Section 12.5, or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person Person to perform services in contravention of this Section 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person Person who performs services for the Supplier who may come into direct contact with students or other vulnerable persons Persons on a regular basis, or who may otherwise have access to student or other vulnerable personPerson’s information prior to the occurrence of such possible direct contact, or prior to having access to student or other vulnerable personPerson’s information with respect to Offence Declarations, then the Client will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client may attend to such reviews at least twice per year during the Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client in the circumstances and in its sole and unfettered discretion, then the Client will have the right to request that the Supplier prohibit the employee of the Supplier or other person Person who performs services for the Supplier from providing services to the Client hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC and the Client should the third-party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or and/or other vulnerable person on a regular basis, or who may have access to student or and/or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or and/or other vulnerable person of the ClientCustomer. For the purposes of this CSA, the Client Customer shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students or and/or other vulnerable persons on a regular basis or have access to student or and/or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or and/or other vulnerable persons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) : the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and (b) , a vulnerable sector check of the RCMP System; System for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis or who may have access to student or and/or other vulnerable person’s information (collectively, a information. A “Criminal Background Check”), together with an Offence Declaration, in a Client-Customer approved form, prior to the occurrence of such possible direct contact or prior to having access to student or and/or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client Customer from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section paragraph 12.5, ; or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section paragraph 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis, or who may otherwise have access to student or and/or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student or and/or other vulnerable person’s information with respect to Offence Declarations, then the Client Customer will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client Customer shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client Customer may attend to such reviews at least twice per year during the CSA Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client Customer in the circumstances and in its sole and unfettered discretion, then the Client Customer will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client Customer hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client Customer may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC OECM and the Client Customer should the third-party provider be changed to another provider.

Criminal Records Check. The Both the Client and Supplier covenants covenants, agrees, and agrees assumes responsibility that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or other vulnerable person on a regular basis, or who may have access to student or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or other vulnerable person of the Client. For the purposes of this CSA, the Client shall determine in its sole and unfettered discretion if a criminal reference check should be executed and whether an employee of the Supplier or such other person may come into direct contact with students or other vulnerable persons on a regular basis or have access to student or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or other vulnerable personsstudents. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) by the criminal record and judicial matters check long version Vulnerable Persons search of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP SystemRCMP”) (“Criminal Background Check”); and (b) , together with an Offence Declaration in a vulnerable sector check of the RCMP System; Client approved form for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis or who may have access to student or other vulnerable person’s information (collectively, a “Criminal Background Check”), together with an Offence Declaration, in a Client-approved forminformation, prior to the occurrence of such possible direct contact or prior to having access to student or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section paragraph 12.5, ; or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section paragraph 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis, or who may otherwise have access to student or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student information and on or other vulnerable person’s information before September 1st each year thereafter with respect to Offence Declarations, then the Client will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client may attend to such reviews at least twice per year during the Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client in the circumstances and in its sole and unfettered discretion, then the Client will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badgesCSA. The Supplier will provide thirty (30) days written notice to OOLC and the Client should the third-third party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or and/or other vulnerable person on a regular basis, or who may have access to student or and/or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or and/or other vulnerable person of the ClientCustomer. For the purposes of this CSA, the Client Customer shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students or and/or other vulnerable persons on a regular basis or have access to student or and/or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or and/or other vulnerable persons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and, (b) a vulnerable sector check of the RCMP System; System for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis or who may have access to student or and/or other vulnerable person’s information (collectively, a information. A “Criminal Background Check”), together with an Offence Declaration, in a Client-Customer approved form, prior to the occurrence of such possible direct contact or prior to having access to student or and/or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client Customer from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section paragraph 12.5, ; or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section paragraph 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis, or who may otherwise have access to student or and/or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student or and/or other vulnerable person’s information with respect to Offence Declarations, then the Client Customer will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client Customer shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence DeclarationsDeclarations only as it pertains to the scope of employment. The parties acknowledge and agree that it is contemplated that the Client Customer may attend to such reviews at least twice per year during the CSA Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client Customer in the circumstances and in its sole and unfettered discretion, then the Client Customer will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client Customer hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client Customer may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC OECM and the Client Customer should the third-party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or other vulnerable person on a regular basis, or who may have access to student or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or other vulnerable person of the Client. For the purposes of this CSA, the Client shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students or other vulnerable persons on a regular basis or have access to student or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or other vulnerable personsstudents. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) by the criminal record and judicial matters check long version Vulnerable Persons search of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP SystemRCMP”) (“Criminal Background Check”); and (b) , together with an Offence Declaration in a vulnerable sector check of the RCMP System; Client approved form for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis or who may have access to student or other vulnerable person’s information (collectively, a “Criminal Background Check”), together with an Offence Declaration, in a Client-approved forminformation, prior to the occurrence of such possible direct contact or prior to having access to student or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section paragraph 12.5, ; or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section paragraph 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or other vulnerable persons on a regular basis, or who may otherwise have access to student or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student information and on or other vulnerable person’s information before September 1st each year thereafter with respect to Offence Declarations, then the Client will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client may attend to such reviews at least twice per year during the Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client in the circumstances and in its sole and unfettered discretion, then the Client will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badgesCSA. The Supplier will provide thirty (30) days written notice to OOLC OECM and the Client should the third-third party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person to perform services for the Supplier who may come into direct contact with students or and/or other vulnerable person on a regular basis, or who may have access to student or and/or other vulnerable person’s information to provide services hereunder, where such Supplier’s employee or other person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or and/or other vulnerable person of the ClientCustomer. For the purposes of this CSA, the Client shall Customer will determine in its sole and unfettered discretion whether an employee of the Supplier or such other person may come into direct contact with students or and/or other vulnerable persons on a regular basis or have access to student or and/or other vulnerable person’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or and/or other vulnerable persons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and, (b) a vulnerable sector check of the RCMP System; System for every employee of the Supplier or other person who will perform services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis or who may have access to student or and/or other vulnerable person’s information (collectively, a information. A “Criminal Background Check”), together with an Offence Declaration, in a Client-Customer approved form, prior to the occurrence of such possible direct contact or prior to having access to student or and/or other vulnerable person’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client Customer from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person to perform services in contravention of this Section paragraph 12.5, ; or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall will survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person to perform services in contravention of this Section paragraph 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person who performs services for the Supplier who may come into direct contact with students or and/or other vulnerable persons on a regular basis, or who may otherwise have access to student or and/or other vulnerable person’s information prior to the occurrence of such possible direct contact, or prior to having access to student or and/or other vulnerable person’s information with respect to Offence Declarations, then the Client Customer will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall Customer will be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client Customer may attend to such reviews at least twice per year during the CSA Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client Customer in the circumstances and in its sole and unfettered discretion, then the Client Customer will have the right to request that the Supplier prohibit the employee of the Supplier or other person who performs services for the Supplier from providing services to the Client Customer hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client Customer may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC OECM and the Client Customer should the third-party provider be changed to another provider.

Criminal Records Check. The Supplier covenants and agrees that it will not engage any employee or other person Person to perform services for the Supplier who may come into direct contact with students or other vulnerable person Person on a regular basis, or who may have access to student or other vulnerable personPerson’s information to provide services hereunder, where such Supplier’s employee or other person Person has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students or other vulnerable person Person of the Client. For the purposes of this CSA, the Client shall determine in its sole and unfettered discretion whether an employee of the Supplier or such other person Person may come into direct contact with students or other vulnerable persons Persons on a regular basis or have access to student or other vulnerable personPerson’s information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students or other vulnerable personsPersons. The Supplier covenants and agrees to retain on file at its head office a criminal background check covering convictions, charges and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, the Cannabis Act (Canada) and any other convictions, charges and occurrences which would be revealed by: (a) the criminal record and judicial matters check of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP System”); and (b) a vulnerable sector check of the RCMP System; for every employee of the Supplier or other person Person who will perform services for the Supplier who may come into direct contact with students or other vulnerable persons Persons on a regular basis or who may have access to student or other vulnerable personPerson’s information (collectively, a “Criminal Background Check”), together with an Offence Declaration, in a Client-approved form, prior to the occurrence of such possible direct contact or prior to having access to student or other vulnerable personPerson’s information and on or before September 1st each year thereafter with respect to Offence Declarations. The Supplier agrees to indemnify and save harmless the Client from all claims, liabilities, expenses and penalties to which it may be subjected on account of: the Supplier engaging an employee or other person Person to perform services in contravention of this Section 12.5, or the Supplier’s failure to retain a Criminal Background Check or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this CSA. In addition to and notwithstanding anything else herein contained, if the Supplier engages an employee or other person Person to perform services in contravention of this Section 12.5, or fails to retain a Criminal Background Check and an Offence Declaration for any employee of the Supplier or other person Person who performs services for the Supplier who may come into direct contact with students or other vulnerable persons Persons on a regular basis, or who may otherwise have access to student or other vulnerable personPerson’s information prior to the occurrence of such possible direct contact, or prior to having access to student or other vulnerable personPerson’s information with respect to Offence Declarations, then the Client will have the right to immediately terminate this CSA without prejudice to any other rights which it may have in this CSA, at law or in equity. The Client shall be entitled, on forty-eight (48) hours prior written notice to attend at the head office of the Supplier for the purposes of reviewing the Criminal Background Checks and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Client may attend to such reviews at least twice per year during the Term, and any renewal thereof. In the event that either the Criminal Background Check or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Client in the circumstances and in its sole and unfettered discretion, then the Client will have the right to request that the Supplier prohibit the employee of the Supplier or other person Person who performs services for the Supplier from providing services to the Client hereunder. Upon such request, the Supplier will forthwith effect such removal, without prejudice to any other rights which the Client may have in this CSA, at law or in equity. The Supplier will use a third party to conduct criminal reference checks for onsite employees or contractors supporting this CSA and will cause any such employee or contractor to wear identification badges. The Supplier will provide thirty (30) days written notice to OOLC and the Client should the third-party provider be changed to another provider.