EX-10.1



 Exhibit 10.1 

TRANSITION SERVICES AGREEMENT 

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October     ,
2014 between Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). Kimberly-Clark and Halyard are sometimes hereinafter collectively
referred to as the “Parties” and each individually as a “Party.” 
 WHEREAS, Kimberly-Clark, acting
through its direct and indirect Subsidiaries, owns and conducts the Retained Business and the Healthcare Business; 
 WHEREAS, the Board of
Directors of Kimberly-Clark has determined that it would be advisable and in the best interests of Kimberly-Clark and its stockholders for Kimberly-Clark to distribute on a pro rata basis to the holders of Kimberly-Clark’s common stock all of
the outstanding shares of Halyard common stock owned by Kimberly-Clark (the “Distribution”); 
 WHEREAS, Kimberly-Clark and
Halyard have entered into a Distribution Agreement, dated as of the date hereof (the “Distribution Agreement”), in order to carry out, effect and consummate the Distribution and related matters; 

WHEREAS, in order to effect an orderly separation and transition under the Distribution Agreement, the Parties have agreed that
(a) Kimberly-Clark will provide or cause to be provided to Halyard (and/or its Affiliates) certain services and other assistance on a transitional basis during the transition period and (b) Halyard will provide or cause to be provided to
Kimberly-Clark (and/or its Affiliates) certain services and other assistance on a transitional basis during the transition period, in each case in accordance with the terms and subject to the conditions of this Agreement. 

NOW, THEREFORE, in consideration of the premises and the agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.1 Definitions. Capitalized terms used but not otherwise defined elsewhere in this Agreement shall have
the respective meanings given to such terms in the Distribution Agreement. The following terms shall have the meaning ascribed thereto for purposes of this Agreement, including all Schedules hereto: 

“Business Day” means any day, other than a Saturday, Sunday or a day on which banking institutions located in New York, New
York shall be authorized or required by any Government Requirement to close. 
 “Damages” means any and all liability,
demands, claims, actions or causes of action, assessments, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees and expenses). 







 “Governmental Requirement” means at any time (i) any law, statute, code,
ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at that time or (ii) any obligation included in any certificate, certification,
franchise, permit or license issued by any Governmental Authority or resulting from binding arbitration, including any requirement under common law. 

“Gross Negligence” means a negligent act or negligent failure to act (whether sole, joint or concurrent) by any person, which
act or failure to act is more fundamental than a failure to exercise proper skill and/or care and would reasonably be perceived as entailing an extreme degree of risk of injury to a Person or physical loss of or damage to property (considering the
probability and magnitude of the potential injury, loss or damage), coupled with the person’s actual awareness of and indifference to such extreme risk. 

“Halyard Group” means Halyard and each direct or indirect Subsidiary of Halyard (other than Kimberly-Clark and any Subsidiary
of Kimberly-Clark). 
 “Kimberly-Clark Group” means Kimberly-Clark and each direct or indirect Subsidiary of Kimberly-Clark
(other than Halyard and any Subsidiary of Halyard). 
 “Regardless of Cause” means, whether or not any Damages are asserted
to have been caused or arisen by virtue of tort (including negligence and gross negligence), breach of statutory duty, breach of common law duty (including fiduciary duties), breach of contract (including breach of condition) or quasi-contract,
strict liability, misrepresentation, breach of any laws, regulations, rules or orders of any Governmental Requirements or otherwise, on the part of the Party or other Person seeking indemnity (or exclusion or limitation of liability). 

“Service Provider” means the Party (or its Subsidiary or Affiliate) providing a Service under this Agreement. 

“Service Receiver” means the Party (or its Subsidiary or Affiliate) to whom a Service is being provided under this Agreement.

 “Service Receiver Group” means the applicable Halyard Group or Kimberly-Clark Group receiving the Services from the
Service Provider. 
 “Willful Misconduct” any intentional wrongful act or intentional wrongful failure to act (whether
sole, joint or concurrent) with actual knowledge that such act (or failure to act) is wrongful and with the intention to cause injury to a person, physical loss of or damage to property, breach of a contract or quasi-contract, or breach of any
Government Requirement. 
 ARTICLE II 

SERVICES 

Section 2.1 Services. Subject to the terms and conditions of this Agreement, (a) Kimberly-Clark, acting through its
own or procured through other members of the Kimberly-Clark Group and their respective employees, agents, contractors or independent third parties, 

  
 2 








 
agrees to provide or cause to be provided to Halyard and the other members of the Halyard Group (solely with respect to that portion of the Halyard Business arising out of the Healthcare Business
and the Included Non-Woven Business) the services set forth in Schedules A-[    ] to A-[    ] hereto and any additional services provided to Halyard or the other members of the Halyard Group
pursuant to Section 2.3 of this Agreement (the “Kimberly-Clark Services”), and (b) Halyard, acting through its own or procured through other members of the Halyard Group and their respective employees, agents,
contractors or independent third parties, agrees to provide or cause to be provided to Kimberly-Clark and the other members of the Kimberly-Clark Group (solely with respect to the Retained Business) the services set forth in
Schedules B-[    ] to B-[    ] hereto and any additional services provided to Kimberly-Clark or the other members of the Kimberly-Clark Group pursuant to Section 2.3 of this
Agreement (the “Halyard Services” and, collectively with the Kimberly-Clark Services, the “Services”). At all times during the performance of the Services, all Persons performing such Services (including agents,
temporary employees, independent third parties and consultants of the Service Provider, collectively, the “Service Provider Group”) shall be construed as being independent from the Service Receiver Group, and no such Person shall be
considered or deemed to be an employee of any member of the Service Receiver Group nor entitled to any employee benefits of the Service Receiver as a result of this Agreement. 

The Service Receiver acknowledges and agrees that, except as may be expressly set forth herein as a Service (including additional Services to
be provided pursuant to Section 2.3 below), no member of the Service Provider Group shall be obligated to provide, or cause to be provided, any service to any member of the Service Receiver Group. 

Section 2.2 Service Coordinators. Each of Kimberly-Clark and Halyard will nominate a representative to act as the primary
contact with respect to the provision of the Services as contemplated by this Agreement (the “Service Coordinators”). The initial Service Coordinators shall be Gene Bernier for Kimberly-Clark and Warren Machan for Halyard. Unless
Kimberly-Clark and Halyard otherwise agree, Kimberly-Clark and Halyard agree that all notices and communications relating to this Agreement, other than those day-to-day communications and billings relating to the actual provision of the Services,
shall be directed to the Service Coordinators in accordance with Section 11.10 hereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute hereunder, and any dispute that is not resolved by the Service
Coordinators within thirty (30) calendar days after their first meeting with respect to such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 11.3. Each of Kimberly-Clark and
Halyard may treat an act of a Service Coordinator of the other Party which is consistent with the provisions of this Agreement as being authorized by such other Party without inquiring behind such act or ascertaining whether such Service Coordinator
had authority to so act; provided, however, that no such Service Coordinator shall have authority to amend this Agreement. Unless otherwise provided herein, Kimberly-Clark and Halyard shall advise each other promptly (in any case no
more than three Business Days) in writing of any change in their respective Service Coordinators, setting forth the name of the replacement, and stating that the replacement Service Coordinator is authorized to act for such Party in accordance with
this Section 2.2. 

  
 3 








 Section 2.3 Additional Services. During the period (the “Transition
Period”) from the Distribution Date until the second anniversary of the Distribution Date, Kimberly-Clark and Halyard may, each acting in its sole discretion, mutually agree that each Party, in its capacity as a Service Provider, will
provide additional Services to the other Party, in its capacity as a Service Receiver. Upon the mutual written agreement as to the nature, cost, duration and scope of such additional Services, the Parties shall supplement in writing the Schedules
hereto to include such additional Services. 
 Notwithstanding anything to the contrary herein or in any current or supplemental Schedule
hereto, no additional Services shall extend or be provided past the end of the Transition Period. 
 Section 2.4 Third-Party
Services. Each Party, in its capacity as a Service Provider, shall have the right, whenever it deems necessary or advisable, to hire third-party subcontractors or acquire rights from third parties to provide all or part of any applicable
Service hereunder; provided, however, that prior to any such hire or acquisition of rights, the Service Provider shall provide the Service Receiver with written notice thereof, which notice shall include the identity of such third party, and to
permit the Service Receiver with an opportunity to indicate any concerns therewith (it being understood that the Service Receiver shall not have the right of approval). The Service Provider will provide to the Service Receiver all reasonably
requested information regarding such third-party subcontractors. 
 Section 2.5 Standard of Performance. The Services to
be provided hereunder shall be performed with the same general degree of care as the Service Provider and its Affiliates performs such services within the Service Provider organization. It is understood and agreed that the employees of the Service
Provider and the other members of the Service Provider Group performing the Services are not professional providers to third parties of the types of services included in the Services and that some or all of the Service Provider Group employees
performing Services may have other responsibilities and may not be dedicated full-time to performing Services hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING
THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION, SPECIFICATION OR DESCRIPTION), ARE MADE BY THE APPLICABLE SERVICE PROVIDER OR ANY MEMBER OF THE APPLICABLE SERVICE PROVIDER
GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED, REGARDLESS OF CAUSE, BY THE APPLICABLE SERVICE PROVIDER. 

Section 2.6 Service Boundaries and Scope. Except as otherwise provided in this Agreement or a Schedule for a specific
Service: (a) the Service Provider shall be required to provide, or cause to be provided, the Services only to the extent and only at the locations such Services are being provided by any member of the Service Provider Group for the applicable
Business immediately prior to the Distribution Date; and (b) the Services shall be available only for purposes of conducting the applicable Business substantially in the manner it was conducted immediately prior to the Distribution Date;
provided, however, that the Service Receiver shall be entitled to request changes to the Services locations and/or purposes, and the Service Provider shall consider all such requests in good faith, it being understood that the Service Provider shall


  
 4 








 
be permitted to reject any such request for any reason if such change would be reasonably likely to increase the volume of Services provided hereunder by more than 2%. Except as otherwise
provided in this Agreement or a Schedule for a specific Service, in providing, or causing to be provided, the Services, the Service Provider shall not be obligated to: (i) maintain the employment of any specific employee or hire additional
employees or third-party service providers; (ii) purchase, lease or license any additional equipment (including computer equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property), software or
other assets, rights or properties; (iii) make modifications to its existing systems or software; (iv) provide any member of the Service Receiver Group with access to any systems or software; (v) provide or cause to be provided any
training, licensing or similar services to any person; (vi) provide any marketing, promotional, bid inquiry or similar services; (vii) provide any transportation services; or (viii) pay any costs related to the transfer or conversion
of data of any member of the Service Receiver Group. Each Party in its capacity as a Service Receiver acknowledges (on its own behalf and on behalf of the other members of its respective Group) that the employees of the Service Provider or any other
members of the Service Provider Group who may be assisting in the provision of Services hereunder are or may be at-will employees and, in any event, may terminate or be terminated from employment with the Service Provider or any of the other members
of the Service Provider Group providing Services hereunder at any time for any reason. For the avoidance of doubt, the Services do not include any services required for or as the result of any business acquisitions, divestitures, start-ups or
terminations by the Service Receiver or any other member of the Service Receiver Group, or any similar transactions, in each case to the extent consummated after the Distribution Date. 

Section 2.7 Kimberly-Clark Documents and Other Information. 

(a) Except for software licensed from third parties that are not Affiliates of Kimberly-Clark, all software used in or in connection with any
part of the Retained Business (the “Kimberly-Clark Software”), is proprietary to Kimberly-Clark or its Affiliates and, to the extent it is necessary to license or sublicense such software to Halyard in order for Kimberly-Clark to
provide the Kimberly-Clark Services, such software is hereby licensed or sublicensed non-exclusively, royalty-free to Halyard solely for use in connection with the Halyard Business and the Included Non-Woven Business and only until the earlier of
the termination of this Agreement or the time at which the Service to which such Kimberly-Clark Software relates terminates or ceases to be provided under this Agreement. Halyard agrees not to use the licensed or sublicensed Kimberly-Clark Software
or related documentation (other than in connection with that portion of the Halyard Business that arose out of the Healthcare Business and the Included Non-Woven Business during the term of this Agreement) or to copy, modify, reverse engineer,
reverse compile, or reverse assemble it. Irrespective of any terms to the contrary in this Agreement, any and all such licenses and sublicenses shall terminate as of the termination of this Agreement. 

(b) As a result of the provision of Kimberly-Clark Services, certain employees of Halyard may receive access to computer, communications or
information networks or systems of Kimberly-Clark or its Affiliates, and any related documentation (collectively, “Kimberly-Clark Systems”). Halyard shall access and use only those Kimberly-Clark Systems for which it has been
granted the right to access and use. Halyard’s right to access and use is provided for the limited purpose of supporting the Services provided hereunder. Individual access to such 

  
 5 








 
Kimberly-Clark Systems is strictly limited to those employees of Halyard approved in advance by Kimberly-Clark. With respect to all Kimberly-Clark Systems to which any employee of Halyard has
access as a result of the Services being provided, Halyard (i) shall use such Kimberly-Clark Systems internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such Kimberly-Clark
Systems available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such Kimberly-Clark Systems; (ii) shall comply with all of Kimberly-Clark’s system security policies, procedures
and requirements that are provided to Halyard from time to time (“Kimberly-Clark Security Regulations”); and (iii) shall not tamper with, compromise or circumvent any security or audit measures employed by Kimberly-Clark.
Halyard shall ensure that only those employees acting on its behalf who are specifically authorized to have access to Kimberly-Clark Systems gain such access and prevent unauthorized access, use, destruction, alteration or loss of information
contained therein, including notifying its employees who might have access to such Kimberly-Clark Systems of the restrictions set forth in this Agreement and of the Kimberly-Clark Security Regulations. 

(c) If, at any time, (i) any employee of the Halyard Group or other Person acting on its behalf seeks to circumvent, or circumvents, the
Kimberly-Clark Security Regulations, (ii) any unauthorized employee of the Halyard Group or Person acting on its behalf accesses Kimberly-Clark Systems, or (iii) any employee or representative of the Halyard Group engages in activities
that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of Kimberly-Clark, Halyard shall promptly terminate any such employee’s or Person’s access to Kimberly-Clark Systems and
immediately notify Kimberly-Clark. In addition, Kimberly-Clark shall have the right to deny any employee of the Halyard Group or other Person acting on the Halyard Group’s behalf access to Kimberly-Clark Systems in the event that Kimberly-Clark
reasonably believes that such employee has engaged in any of the activities set forth above in this Section 2.7 or otherwise poses a security concern. Halyard shall cooperate with Kimberly-Clark in investigating any apparent unauthorized
access to Kimberly-Clark Systems. 
 (d) Without limiting the generality of any other provision hereof, the Halyard Group shall have
responsibility under this Agreement for the actions and omissions of both its employees and any other Person acting on its behalf. 
 (e) To
the extent Halyard no longer requires access to Kimberly-Clark Systems with respect to specific software, functions, systems or services, Halyard’s access will be terminated. 

Section 2.8 Halyard Documents and Other Information. 

(a) Except for software licensed from third parties that are not Affiliates of Halyard, all software used in or in connection with any portion
of the Halyard Business or the Included Non-Woven Business (the “Halyard Software”), is proprietary to Halyard or its Affiliates and, to the extent it is necessary to license or sublicense such software to Kimberly-Clark in order
for Halyard to provide the Halyard Services, such software is hereby licensed or sublicensed non-exclusively, royalty-free to Kimberly-Clark solely for use in connection with the Kimberly-Clark Business and only until the earlier of the termination
of this Agreement or the 

  
 6 








 
time at which the Service to which such Halyard Software relates terminates or ceases to be provided under this Agreement. Kimberly-Clark agrees not to use the licensed or sublicensed Halyard
Software or related documentation (other than in connection with the Kimberly-Clark Business during the term of this Agreement) or to copy, modify, reverse engineer, reverse compile, or reverse assemble it. Irrespective of any terms to the contrary
in this Agreement, any and all such licenses and sublicenses shall terminate as of the termination of this Agreement. 
 (b) As a result of
the provision of Halyard Services, certain employees of Kimberly-Clark may receive access to computer, communications or information networks or systems of Halyard or its Affiliates, and any related documentation (collectively, “Halyard
Systems”). Kimberly-Clark shall access and use only those Halyard Systems for which it has been granted the right to access and use. Kimberly-Clark’s right to access and use is provided for the limited purpose of supporting the
Services provided hereunder. Individual access to such Halyard Systems is strictly limited to those employees of Kimberly-Clark approved in advance by Halyard. With respect to all Halyard Systems to which any employee of Kimberly-Clark has access as
a result of the Services being provided, Kimberly-Clark (i) shall use such Halyard Systems internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such Halyard Systems available
to other organizations or persons, and shall not act as a service bureau or consultant in connection with such Halyard Systems; (ii) shall comply with all of Halyard’s system security policies, procedures and requirements that are provided
to Kimberly-Clark from time to time (“Halyard Security Regulations”); and (iii) shall not tamper with, compromise or circumvent any security or audit measures employed by Halyard. Kimberly-Clark shall ensure that only those
employees acting on its behalf who are specifically authorized to have access to Halyard Systems gain such access and prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its
employees who might have access to such Halyard Systems of the restrictions set forth in this Agreement and of the Halyard Security Regulations. 

(c) If, at any time, (i) any employee of the Kimberly-Clark Group or other Person acting on its behalf seeks to circumvent, or
circumvents, the Halyard Security Regulations, (ii) any unauthorized employee of the Kimberly-Clark Group or Person acting on its behalf accesses Halyard Systems, or (iii) any employee or representative of the Kimberly-Clark Group engages
in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of Halyard, Kimberly-Clark shall promptly terminate any such employee’s or Person’s access to Halyard Systems and
immediately notify Halyard. In addition, Halyard shall have the right to deny any employee of the Kimberly-Clark Group or other Person acting on the Kimberly-Clark Group’s behalf access to Halyard Systems in the event that Halyard reasonably
believes that such employee has engaged in any of the activities set forth above in this Section 2.8 or otherwise poses a security concern. Kimberly-Clark shall cooperate with Halyard in investigating any apparent unauthorized access to
Halyard Systems. 
 (d) Without limiting the generality of any other provision hereof, the Kimberly-Clark Group shall have responsibility
under this Agreement for the actions and omissions of both its employees and any other Person acting on its behalf. 

  
 7 








 (e) To the extent Kimberly-Clark no longer requires access to Halyard Systems with respect to
specific software, functions, systems or services, Kimberly-Clark’s access will be terminated. 
 Section 2.9 Conflict with
Laws; Business Ethics. Notwithstanding anything in this Agreement to the contrary, (a) no Service Provider nor any of its Affiliates shall be required to undertake any actions that would or may place such Service Provider in
violation of any Governmental Requirements and (b) each of the Parties agrees that the other Party shall not be required to take any actions that would place such Party or any other member of such Party’s Group in violation of its Business
Code of Conduct, as they may be amended from time to time. Each Party shall promptly notify the other Party of any Service or action relating to a Service that cannot be performed without violating the Party’s Business Code of Conduct. The
Party who gives such notice shall use commercially reasonable efforts to provide such Services or take such actions in such a way and to such an extent as will not cause it to violate its Business Code of Conduct. 

Section 2.10 Local Implementing Agreements; Access. The Parties recognize and agree that there may be a need to document
the Services provided hereunder in various countries from time to time. Consequently, the Parties shall enter into, or cause their respective Subsidiaries to enter into, local implementing agreements (“Local Agreements”) for
Services to be provided hereunder in such countries or geographical regions as either Kimberly-Clark or Halyard may reasonably request from time to time; provided, however, that the execution or performance of any such Local Agreement
shall in no way alter or modify any term or condition hereof nor the effect thereof. Without limiting the generality of the foregoing, should there be any conflict between any term or condition of a Local Agreement and this Agreement, the terms and
conditions of this Agreement shall prevail. 
 During the term of this Agreement and for so long as any Services are being provided, the
Kimberly-Clark Group will provide the Halyard Group and its authorized representatives such access to Kimberly-Clark and any other member of the Kimberly-Clark Group and their respective employees, representatives, facilities, premises and other
equipment and books and records (including electronic data) as Halyard and its representatives may reasonably require in order to perform the Services or fulfill their respective obligations hereunder. During the term of this Agreement and for so
long as any Services are being provided, the Halyard Group will provide the Kimberly-Clark Group and its authorized representatives such access to Halyard and any other member of the Halyard Group and their respective employees, representatives,
facilities, premises and other equipment and books and records (including electronic data) as Kimberly-Clark and its representatives may reasonably require in order to perform the Services or fulfill their respective obligations hereunder. 

ARTICLE III 
 CHARGES

 Section 3.1 Charges. Each Service will be provided at the price indicated in the corresponding Schedule hereto.


  
 8 








 ARTICLE IV 

PAYMENT 

Section 4.1 Payment. Charges for Services shall be invoiced monthly or at such other times as provided in the applicable
Schedules hereunder in one or more statements (the “Monthly Statements”) prepared by the applicable Service Provider or one or more of its Affiliates and in the form set forth in Exhibit A hereto (with Kimberly-Clark as
Service Provider) or Exhibit B hereto (with Halyard as Service Provider). The recipient of such invoice shall make the corresponding payment no later than sixty (60) calendar days after receipt of the Monthly Statement. Each Monthly
Statement shall be directed to the applicable Service Coordinator or such other person designated in writing from time to time by such Service Coordinator. The Monthly Statement shall set forth in reasonable detail, for the period covered by such
Monthly Statement: (i) the Services rendered and (ii) the basis for the calculation of the charges as set forth in Section 3.1. In the event there is any dispute with respect to a Monthly Statement, the Service Receiver shall
make the payment for all non-disputed portions in accordance herewith. In the event it is determined that the Service Receiver is entitled to a refund of amounts actually paid by the Service Receiver hereunder, the Service Provider or its Affiliate
(as applicable) shall pay the Service Receiver such overpaid amount. 
 The Service Receiver shall be responsible for all transfer taxes,
excises, fees or other charges (including any sales, use, goods and services, value added or similar taxes) imposed or assessed on the Service Provider or its Affiliates as a result of the provision of Services under this Agreement. The Service
Receiver shall be entitled to deduct and withhold taxes required by any Governmental Requirements to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Service Receiver shall (i) pay such
deducted and withheld amount to the proper Governmental Authority, and (ii) promptly provide to the Service Provider evidence of such payment to such Governmental Authority. 

ARTICLE V 
 TERM 

Section 5.1 Term. The term of this Agreement shall commence on the Distribution Date and shall continue in force until the
termination of all Services in accordance with the duration of such Services set forth in the Schedules hereto or as otherwise set forth herein, but in no event beyond the October     , 2016. Except as otherwise
provided in a Schedule with respect to a specific Service, all Services shall terminate at the end of the Transition period. 
 ARTICLE VI

 DISCONTINUATION OF SERVICES 

Section 6.1 Discontinuation of Services. The Service Receiver may elect to discontinue its receipt of any individual
Service from time to time or all of the Services that it receives under this Agreement in its entirety, by providing to the Service Provider the advance written notice set forth in the applicable Schedule in respect of the Service that is to be
discontinued; provided, however, that any discontinuation of any Service will not affect the amounts payable to the Service Provider hereunder in respect of the Services not so discontinued. The Service Receiver shall be liable to the
Service Provider for all charges payable under this Agreement in respect of such discontinued Services that are delivered prior to the effective date of such discontinuation. 

  
 9 








 ARTICLE VII 

DEFAULT 

Section 7.1 Termination for Default. Either Party may, by giving written notice to the other Party identifying the basis
for such notice, terminate this Agreement as of the date specified in the notice of termination, if such other Party commits a material breach of this Agreement, which breach is not cured within thirty (30) days after receipt from the
non-breaching Party of written notice of the breach specifying in reasonable detail the nature of the breach. 
 Section 7.2
Termination for Bankruptcy. In the event that a Party shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) calendar days)
related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up or dissolution, then the other
Party shall have the right to terminate this Agreement by providing written notice in accordance with Section 11.4. 
 ARTICLE
VIII 
 INDEMNIFICATION 

Section 8.1 Liabilities and Indemnities. 

(a) Failure to Perform.  

(i) In the event Kimberly-Clark fails to provide the Kimberly-Clark Services (or a portion thereof) in accordance herewith, the sole and
exclusive remedy of Halyard shall be, at Halyard’s election, (A) to make a claim for indemnification pursuant to Section 8.1(b) (if available); (B) to require Kimberly-Clark to reperform the applicable Service (or relevant
portion), without additional charge; (C) to withhold payment for such Service; provided, that if payment for such Service has already been made, Halyard shall be entitled, at its election, to a refund of the amount of such payment or to offset
the amount of such payment against payments for other Services hereunder; (D) to the extent applicable, to have the right to terminate the Agreement under Section 7.1; or (E) to pursue its rights under
Section 11.14. 
 (ii) In the event Halyard fails to provide the Halyard Services (or a portion thereof) in accordance
herewith, the sole and exclusive remedy of Kimberly-Clark shall be, at Kimberly-Clark’s election, (A) to make a claim for indemnification pursuant to Section 8.1(b) (if available), (B) to require Halyard to reperform the
applicable Service (or relevant portion) without additional charge, (C) to withhold payment for such Service; provided, that if payment for such Service has already been made, Kimberly-Clark shall be entitled, at its election, to a refund of
the amount of such payment or to offset the amount of such payment against payments for other Services hereunder, (D) to the extent applicable, to have the right to terminate the Agreement under Section 7.1; or (E) to pursue
its rights under Section 11.14. 

  
 10 








 (iii) Each Party may pursue more than one remedy at the same time but ultimately may not recover
more than once. Such rights are the Parties’ sole remedy for any non-performance, inadequate performance, faulty performance or other failure or breach by a Party in its capacity as a Service Provider under or relating to this Agreement. 

(b) Indemnity by the Service Provider. Each party in its capacity as a Service Provider shall fully indemnify, defend and hold harmless
the other Party in its capacity as a Service Receiver, and its Affiliates and their respective directors, officers, employees and agents, from and against any and all Damages, but only to the extent that such Damages relate to, arise out of, or
result from (i) the Service Provider’s intentional cessation or suspension of, or refusal to provide, a material portion of the applicable Services as required hereunder (an “Abandonment”) or (ii) the Gross Negligence
or Willful Misconduct of the Service Provider or its Affiliates in the performance of Service Provider’s obligations hereunder. 
 (c)
Indemnity by the Service Receiver. Each party in its capacity as a Service Recipient shall fully indemnify, defend and hold harmless the other Party in its capacity as a Service Provider, and its Affiliates and their respective directors,
officers, employees and agents, from and against any and all Damages incurred thereby relating to, arising out of, or resulting from the Service Provider’s provision of the applicable Services (including, for the avoidance of doubt, such
Damages that arise out of the Service Provider’s or its Affiliates’ negligence or their breach of this Agreement), but in all cases excluding such Damages that relate to, arise out of, or result from (i) an Abandonment or
(ii) the Gross Negligence or Willful Misconduct of the Service Provider or its Affiliates in the performance of Service Provider’s obligations hereunder. The foregoing indemnity shall not apply to Damages incurred directly by the Service
Provider, including without limitation Damages to Service Provider’s real or tangible or intangible personal property and injury to the employees or agents of the Service Provider, but only to the extent that such Damages arise out of the acts
or omissions of Service Provider or its Affiliates or agents (it being understood that this sentence shall not apply to Damages arising out of Claims (as defined below)). 

(d) Survival. The provisions in this Section 8.1 shall survive and continue in full force and effect notwithstanding the
expiration or termination of this Agreement for any reason whatsoever. 
 (e) Indemnification Procedures. 

(i) Third-Party Claim. The indemnification obligation pursuant to Section 8.1(b) for each Party in its capacity as a
Service Provider and the indemnification obligation pursuant to Section 8.1(c) for each party in its capacity as a Service Receiver, in each case, with respect to Damages claimed or asserted against a person claiming indemnification
under this Agreement (an “Indemnified Party”) by a third party (that third-party claim or assertion, a “Claim”), are subject to the following terms and conditions: 

(1) The Indemnified Party shall, with reasonable promptness after the Indemnified Party has notice of a Claim, (A) notify the Party from
whom indemnification is sought (the “Indemnifying Party”) of the existence of that Claim and (B) transmit to the Indemnifying Party a notice (a “Claim Notice”) describing, in reasonable detail, the nature of
the Claim, and copies of any papers served with respect to such Claim. Within 

  
 11 








 
fifteen (15) calendar days following receipt of notice from the Indemnified Party relating to any Claim, but no later than five (5) calendar days before the date on which any response
to a complaint or summons is due if the Indemnifying Party has received notice from the Indemnified Party relating to any Claim at least five (5) days before that date, the Indemnifying Party shall notify the Indemnified Party that the
Indemnifying Party will assume control of the defense and settlement of such claim (a “Notice of Assumption”). 
 (2) If
the Indemnifying Party delivers a Notice of Assumption within the required notice period, the Indemnifying Party shall assume control (subject to Indemnified Party’s right to participate at its own expense) over the defense and settlement of
the claim and diligently defend the claim; provided, however, that (i) the Indemnifying Party shall keep the Indemnified Party fully apprised as to the status of the defense, and (ii) the Indemnifying Party shall obtain the
prior written approval of the Indemnified Party before entering into any settlement of such claim asserting any liability against the Indemnified Party, imposing any obligations or restrictions on the Indemnified Party, ceasing to defend against
such claim or otherwise adversely impacting the Indemnified Party. The Indemnifying Party shall not be liable for any legal fees or expenses incurred by the Indemnified Party following the delivery of a Notice of Assumption; provided,
however, that the Indemnified Party shall be entitled to employ counsel at its own expense to participate in the handling of the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any amount paid or
payable by such Indemnified Party in the settlement of any claim if (x) the Indemnifying Party has delivered a timely Notice of Assumption and such amount was agreed to without the written consent of the Indemnifying Party, (y) the
Indemnified Party has not provided the Indemnifying Party with notice of such claim and a reasonable opportunity to respond thereto, or (z) the time period within which to deliver a Notice of Assumption has not yet expired. 

(3) If the Indemnifying Party does not deliver a Notice of Assumption relating to any claim within the required notice period, the
Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate. The Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable costs and expenses incurred by Indemnified Party,
including attorneys’ fees, in connection therewith to the extent it is a claim for which the Indemnifying Party is obligated to indemnify under this Agreement. 

(ii) No Third-Party Claim. In the event any Indemnified Party claims indemnification against any Indemnifying Party under this
Agreement but that claim for indemnification does not involve a Claim, the Indemnified Party shall (A) notify the Indemnifying Party and (B) transmit to the Indemnifying Party a notice (an “Indemnity Notice”) describing,
in reasonable detail, the nature of the claim. Within thirty (30) calendar days after receipt of any Indemnity Notice, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party disputes its potential liability to
the Indemnified Party under this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within such thirty (30)-day period that the Indemnifying Party disputes its potential liability with respect to the claim described
in such Indemnity Notice, any Damages resulting from such claim shall be payable by the Indemnifying Party under this Agreement. 
 (iii)
The provisions of this Section 8.1(e) are in all cases subject to the limitations set forth in Sections 8.1 and 8.2 and elsewhere in this Agreement. 

  
 12 








 Section 8.2 Limitations on Damages. 

(a) SUBJECT TO THE REPERFORMANCE OBLIGATIONS IN SECTION 8.1(a)(i)(B) AND 8.1(a)(ii)(B), NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL A PARTY IN ITS CAPACITY AS A SERVICE PROVIDER BE LIABLE TO A PARTY IN ITS CAPACITY AS SERVICE RECEIVER AND ITS AFFILIATES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER UNDER THIS
ARTICLE VIII OR OTHERWISE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID TO THE APPLICABLE PARTY IN ITS CAPACITY AS A SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE GIVING
RISE TO THE DAMAGES (SUCH AMOUNT, THE “CAP”); PROVIDED, HOWEVER, THAT DURING THE SIX MONTH PERIOD IMMEDIATELY FOLLOWING THE EFFECTIVE TIME, THE CAP SHALL BE EQUAL TO THE TOTAL SERVICE CHARGES PAYABLE TO THE APPLICABLE
PARTY IN ITS CAPACITY AS A SERVICE PROVIDER UNDER THIS AGREEMENT OVER SUCH SIX MONTH PERIOD, CALCULATED AS THOUGH THE FULL SCOPE OF SUCH SERVICES WILL BE DELIVERED WITHOUT EARLY TERMINATION OR SUSPENSION. 

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE
DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT AN INDEMNIFYING PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER FOR LIABILITIES ANY INDEMNIFIED PARTY MAY HAVE TO
THIRD PARTIES FOR ANY CONSEQUENTIAL DAMAGES ARISING OUT OF THE CLAIM THAT IS THE SUBJECT OF SUCH INDEMNIFICATION. FOR PURPOSES OF THIS ARTICLE VIII, “CONSEQUENTIAL DAMAGES” MEAN ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT,
CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES). 
 (c) To the extent that an Indemnified
Party has incurred Damages that are subject to indemnification under this Article VIII for which (i) insurance coverages may be available or (ii) claims may be available against a third party in respect thereof, such Indemnified
Party shall, to the extent possible, undertake good faith efforts to recover against such coverages and/or pursue such available third party claim. To the extent that an Indemnified Party obtains insurance proceeds or third party recoveries in
respect of such Damages, such Indemnified Party shall use the funds actually received in connection with such insurance recovery or third party claim (in lieu of funds provided by the Indemnifying Party pursuant to the indemnification provisions of
this Article VIII) to pay or otherwise satisfy such Damages, and the amount of any Damages for which indemnification is available under this Article VIII shall be reduced by the amount of such insurance or third party claim proceeds
paid in cash to the Indemnified Party net of all out-of-pocket costs and expenses. If, after the making of any payment to an Indemnified 

  
 13 








 
Party of Damages under this Article VIII, the amount of Damages to which such payment relates is reduced by actual recovery, settlement or otherwise by the Indemnified Party under any
insurance coverage or against any third parties, the amount of such reduction will promptly be repaid by the Indemnified Party to the Indemnifying Party, net of all out-of-pocket costs and expenses. 

(d) In the event that a Service Recipient incurs any Damages relating to, arising out of, or resulting from the Service Provider’s
provision of the applicable Services (including, for the avoidance of doubt, such Damages that arise out of the Service Provider’s or its Affiliates’ negligence or breach of this Agreement) for which (i) insurance coverages may be
available to Service Provider or (ii) claims may be available to Service Provider against a third party in respect thereof (including any agents used by Service Provider in providing the Services), Service Provider shall, to the extent
possible, at the Service Recipient’s expense, either (x) undertake good faith efforts to recover against such coverages and/or pursue such available third party claim or (y) take such action as shall be necessary for the Service
Recipient to be subrogated, to the extent possible, to the rights of the Service Provider with respect thereto. To the extent that the Service Provider obtains insurance proceeds or third party recoveries in respect of such Damages, the Service
Provider shall pay the funds actually received in connection with such insurance recovery or third party claim to the Service Recipient, net of all out-of-pocket costs and expenses incurred by Service Provider in connection therewith,
notwithstanding any of the limitations in this Section 8.2. 
 Section 8.3 Limited Recourse. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) NO AFFILIATE OF ANY PARTY WILL HAVE ANY LIABILITY OR RESPONSIBILITY FOR, RELATING TO OR IN CONNECTION WITH A PARTY’S FAILURE TO PERFORM ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT
AND (B) IN PURSUING ANY REMEDY FOR ANY PARTY’S BREACH OF ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT OR OF ANY DUTY OR STANDARD OF CONDUCT BASED ON NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR PERSONAL INJURY OR OTHER
TORT OR VIOLATION OF APPLICABLE GOVERNMENTAL REQUIREMENTS, OR OTHERWISE, THE OTHER PARTY WILL NOT HAVE RECOURSE AGAINST ANY PERSON OTHER THAN THE DEFAULTING OR BREACHING PARTY ITSELF NOR AGAINST ANY ASSETS OTHER THAN THE ASSETS OF THE DEFAULTING OR
BREACHING PARTY ITSELF. 
 Section 8.4 Limitation on Remedies. 

(a) EXCEPT AS SET FORTH IN SECTION 8.1 and 8.2(d), EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY OTHERWISE HAVE TO CLAIM,
COLLECT OR RECEIVE DAMAGES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY
PERFORMANCE OR OTHER FAILURE OR BREACH BY THE OTHER PARTY IN ITS CAPACITY AS A SERVICE PROVIDER UNDER THIS AGREEMENT, REGARDLESS OF CAUSE EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF SUCH SERVICE PROVIDER OR ITS AFFILIATES. 

  
 14 








 (b) Without limiting the generality of any other provision hereof, it is not the intent of either
Party (or their Affiliates) in its capacity as a Service Provider to render professional advice or opinions, whether with regard to tax, legal, treasury, finance, intellectual property, employment or other matters; no Party in its capacity as a
Service Receiver shall rely on any Service rendered by or on behalf of the Service Provider or its Affiliates for such professional advice or opinions; and notwithstanding the Service Receiver’s receipt of any proposal, recommendation or
suggestion in any way relating to tax, legal, treasury, finance, intellectual property, employment or any other subject matter, the Service Receiver shall seek all third-party professional advice and opinions as it may desire or need; and, with
respect to any software or documentation provided in connection with the Services, the Service Receiver shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or
in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software. 

(c) A material inducement to the provision of the Kimberly-Clark Services is the limitation of liability, damages and recourse set forth
herein and the release and indemnity provided by Halyard. A material inducement to the provision of the Halyard Services is the limitation of liability, damages and recourse set forth herein and the release and indemnity provided by Kimberly-Clark.

 (d) Without limiting the generality of any other provision hereof, (i) none of Kimberly-Clark nor its Affiliates shall have any
liability or responsibility for any loss of or Damage to any equipment related to the Halyard Business or the Included Non-Woven Business, which such liability, responsibility and risk shall be for the account of Halyard and its Affiliates,
Regardless of Cause, and (ii) none of Halyard nor its Affiliates shall have any liability or responsibility for any loss of or Damage to any equipment related to the Retained Business, which such liability, responsibility and risk shall be for
the account of Kimberly-Clark and its Affiliates, Regardless of Cause. 
 Section 8.5 Express Negligence. EXCEPT AS
OTHERWISE EXPRESSED THEREIN, THE INDEMNITY, RELEASES AND LIMITATIONS ON DAMAGES, RECOURSE AND LIABILITIES IN THIS AGREEMENT (INCLUDING ARTICLES II AND VIII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE
EXPRESS TERMS AND SCOPE THEREOF, REGARDLESS OF CAUSE. 
 ARTICLE IX 

CONFIDENTIALITY 

Section 9.1 Confidentiality. The Parties each acknowledge and agree that the terms of the Distribution Agreement
shall apply to information, documents, plans and other data made available or disclosed by one Party to the other in connection with this Agreement, including any such information Halyard may gain from access to the Kimberly-Clark Systems or that
Kimberly-Clark may gain from access to the Halyard Systems. 

  
 15 








 ARTICLE X 

FORCE MAJEURE 

Section 10.1 Effect and Definition. No failure or omission by either Party to perform or carry out its obligations
in accordance with this Agreement (other than the obligation to make payment) shall give rise to any claim by the other Party or be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event. “Force
Majeure Event” shall mean any event or circumstance that is beyond the reasonable control of the Party affected thereby, including lightning, earthquakes, tornadoes, hurricanes, floods, wash outs, storms, fires, explosions, epidemics, acts
of God, other natural disasters, acts of the public enemy, computer crimes, cyber terrorism, actions by any Governmental Authority or other governmental interference, insurrections, riots, civil disturbance, sabotage, terrorism, threats of sabotage
or terrorism, vandalism, wars and war like actions (whether declared or undeclared and whether actual, pending or expected), confiscation, seizure, arrests or other restraints by a Governmental Authority, blockades, embargoes, boycotts, strikes,
lockouts, labor unrest and other labor disputes, and any shortage of adequate power or transportation facilities. 
 Section 10.2
Notification Requirements. The Party claiming to be affected by a Force Majeure Event shall, as soon as reasonably practicable, notify the other Party of the beginning and end of any event claimed to be a Force Majeure Event and
use commercially reasonable efforts to resume performance in accordance with this Agreement as soon as is reasonably practicable after the end of the Force Majeure Event. 

Section 10.3 Cooperation. The Parties shall cooperate in reasonable respects with each other to find alternative
means and methods for the provision of any suspended Service with respect to a Force Majeure Event. 
 ARTICLE XI 

MISCELLANEOUS 

Section 11.1 Construction Rules. 

(a) A reference to an Article, Section or Schedule shall mean an Article or Section of, or a Schedule to, this Agreement unless otherwise
explicitly set forth. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. 

(b) The words “include,” “includes” and “including” when used in this Agreement shall be deemed in each case to
be followed by the words “without limitation.” 
 (c) The words “hereof,” “herein” and “herewith”
and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. 

(d) The word “or” when used in this Agreement will not be exclusive. 

(e) Words in the singular when used in this Agreement will be held to include the plural. 

  
 16 








 (f) Unless specifically stated otherwise, all dollar amounts referred to in this Agreement or
required to be paid pursuant to this Agreement are expressed in and shall be paid in United States Dollar funds. 
 Section 11.2
Entire Agreement. This Agreement and the Schedules and Exhibits referred to herein, and the documents delivered pursuant hereto, together with the other Operating Agreements, constitute the entire agreement between the Parties with
respect to the subject matter contained herein, and supersede all prior agreements, negotiations, discussions, understandings, writings and commitments between the Parties with respect to such subject matter; provided that, in the event of any
conflict between this Agreement and any other Operating Agreement, this Agreement shall control with respect to the subject matter herein. 

Section 11.3 Choice of Law; Dispute Resolution. 

(a) This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware and the
federal laws of the United States of America applicable therein, without regard to any principles of conflicts of laws therein that would cause the laws of any other jurisdiction to apply. 

(b) In respect of any dispute hereunder, the Service Coordinators shall first attempt to resolve such dispute in accordance with
Section 2.2. If the Service Coordinators are unable to resolve any such dispute within the timeframes set forth therein, either Party may refer the dispute for resolution pursuant to Article XI of the Distribution Agreement. 

Section 11.4 Amendment. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an
authorized representative of each of the Parties. 
 Section 11.5 Waiver. Any term or provision of this Agreement may be waived,
or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an
authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part
hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 

Section 11.6 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective
and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent,
but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. 

Section 11.7 Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties. 

  
 17 








 Section 11.8 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of either Party under this Agreement shall not be assignable by such Party without the prior written consent
of the other Party. The successors and permitted assigns hereunder shall include, without limitation, any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive
mergers or liquidations) or otherwise). 
 Section 11.9 Third Party Beneficiaries. Except to the extent otherwise provided
herein, the provisions of this Agreement are solely for the benefit of the Parties and their respective Affiliates, successors and permitted assigns and shall not confer upon any third Person any remedy, claim, liability, reimbursement or other
right in excess of those existing without reference to this Agreement. 
 Section 11.10 Notices. All notices,
requests, claims, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally, (ii) if transmitted by facsimile when confirmation of transmission
is received, (iii) if sent by registered or certified mail, postage prepaid, return receipt requested, on the third Business Day after mailing or (iv) if sent by private courier when received; and shall be addressed as follows: 

If to Kimberly-Clark, to: 

Kimberly-Clark Corporation 

351 Phelps Drive 
 Irving, Texas
75309 
 Attention: General Counsel 

Facsimile: 972-281-1492 
 If to
Halyard, to: 
 Halyard Health, Inc. 

5405 Windward Parkway 
 Suite
100, South 
 Alpharetta, GA 30004 

Attention: General Counsel 

Facsimile: 770-587-7749 
 or to such other
address as such Party may indicate by a notice delivered to the other Party. 

  
 18 








 Section 11.11 Performance. Each Party shall cause to be performed, and hereby
guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party. 

Section 11.12 No Public Announcement. Neither Kimberly-Clark nor Halyard shall, without the approval of the other, make any press
release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such Party shall be so obligated by law or the rules of any stock exchange or quotation system, in which case the
other Party shall be advised and the Parties shall use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or
disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and SEC disclosure obligations or the rules of any stock exchange. 

Section 11.13 Authority. Each of the Parties represents to the other that (a) it has the corporate or other
requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and
validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and general equity principles. 
 Section 11.14 Specific
Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or the Parties who are or are to be thereby aggrieved shall have the right to
specific performance and injunctive or other equitable relief of their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree
that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any
requirements for the securing or posting of any bond with such remedy are waived. 
 Section 11.15 Construction.
This Agreement shall be construed as if jointly drafted by Kimberly-Clark and Halyard and no rule of construction or strict interpretation shall be applied against any Party. 

Section 11.16 Exclusivity of Tax Matters. Subject to the second paragraph of Section 4.1, but notwithstanding
any other provision of this Agreement, the provisions of the Tax Matters Agreement shall exclusively govern all matters related to Taxes. 

Section 11.17 Relationship of Parties. Each Party in its capacity as a Service Receiver understands and agrees that
the Service Provider’s relationship to such Party as a Service Receiver under this Agreement is strictly a contractual arrangement on the terms and conditions set forth in this Agreement, that no fiduciary, trust, partnership, joint venture,
agency or advisory relationship exists between either Party as a Service Provider and the other Party as a Service Receiver, that all Services are provided by the Service Provider as an independent contractor and


  
 19 








 
that each Party in its capacity as a Service Receiver hereby waives any and all rights that it may otherwise have under applicable Governmental Requirements to make any claims or take any action
against the other Party (or any of its Affiliates) as a Service Provider based on any theory of agency, fiduciary duty, relationship of trust or other special standard of care. Without limiting the generality of the foregoing, each Party
acknowledges and agrees that the other Party owes no duties, fiduciary or otherwise, to such Party other than those expressly set forth in this Agreement. 

Section 11.18 Further Assurances. From time to time, each Party agrees to execute and deliver such additional
documents, and will provide such additional information and assistance as either Party may reasonably require to carry out the terms of this Agreement. 

Section 11.19 Survival. The Parties agree that Articles IV, VIII, IX, and XI and any
limitations on liability or responsibility and any exculpatory, disclaimer, waiver or similar provisions will survive the termination of this Agreement and that any such termination shall not affect any obligation for the payment of Services
rendered or any other amounts due to a Party under this Agreement prior to termination. 

  
 20 








 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

  

			
	KIMBERLY-CLARK CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HALYARD HEALTH, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Transition Services Agreement 

  
 21 









	
	 Transition Services Agreement (TSA)

Schedule of Services









 Table of Contents 
  

					
	 Table of Contents
	  	 	1	  
		
	Transition Services	  			
		
	 Information Technology
	  	 	3	  
	 Facilities / Real Estate
	  	 	9	  
	 Procurement
	  	 	11	  
	 North Am. Shared Service Center (SSC)
	  	 	15	  
	 Europe, Middle-East, & Africa (EMEA)
	  	 	18	  
	 Corporate Reporting
	  	 	22	  
	 Transportation
	  	 	24	  
	 Human Resources
	  	 	26	  
	 Latin American Operations (LAO)
	  	 	28	  
	 Research & Engineering (R&E)
	  	 	30	  
	 Regulatory & Quality (R&Q)
	  	 	33	  
	 Ops Separation (OTC, FTS, Dist.)
	  	 	35	  
	 Global Nonwovens (GNW)
	  	 	37	  
	 Asia-Pacific (APAC)
	  	 	41	  
		
	Reverse Transition Services	  			
		
	 Facilities—AFC Nogales
	  	 	46	  
		
	Appendix	  			
		
	 Appendix I: Resource Rate Cards
	  	 	48	  
	 Appendix II: (Non-SAP Applications)
	  	 	49	  


  
 1 









	
	Transition Services


  
 2 








 Transition Services Agreement (TSA) Schedule of Services for: 

INFORMATION TECHNOLOGY 
  

			
	Schedule A-1:	  	Information Technology
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Bud Kane
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Cindy Breshears
		
	Geographic Scope:	  	Global
		
	Overview of Services:	  	Kimberly-Clark will provide IT transition services to Halyard under four separate Schedules: the Global ITS Schedule and three regional Schedules (APAC, EMEA, and LAO). The vast majority of IT services and charges are part of the
Global ITS Schedule. Exhibit 1 below provides an overview of the services provided in each of the four Schedules.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 3 









									
	Information Technology—DRAFT
                                         
                   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	IT.1	  	 SAP Support—Basis, Hosting, Overhead
  

Global IT Operational Support
  

Global IT Stabilization and Migration
	  	 See Artifact I—Migration Timeline and Cost
  
	  		  	
					
	IT.2	  	 Non-SAP Application Support—Hosting & Overhead
  

Global IT Operational Support
  

Global IT Stabilization and Migration
	  	 See Artifact I—Migration Timeline and Cost
  
	  		  	
					
	IT.3	  	 End User Infrastructure Support & Management
  

Global IT Operational Support
  

•     Personal Computers

 
 •     Messaging
Services
  

•     SharePoint/Workflow

 
 •     Voice
& Video
  

•     Mobile Device Support

 
 Global IT Stabilization and Migration
	  	 See Artifact I—Migration Timeline and Cost
  
	  		  	
					
	IT.4	  	 Network Connectivity
  

Global IT Operational Support
	  	See Artifact I—Migration Timeline and Payment Schedule	  		  	


  
 4 









									
	Information Technology—DRAFT
                                         
                   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	IT.5	  	New Capability	  	Time & Materials. See Appendix 1—Resource Rate Cards	  		  	
					
		  	 Shared Services (embedded in IT.1, IT.2, and IT.3)
  

Shared Services are comprised of Hosting and Miscellaneous Services that are necessary for integrity of SAP Support, Non-SAP Application Support and End-User
Infrastructure Support and Management.
  
 Hosting

 
 Miscellaneous Services

 

•     Governance

 

•     Project Management Office

 
 •     TSA
Delivery and Relationship Management
  

•     Architecture

 

•     Database

 

•     Security
	  	 Costs embedded within three clusters:
  

SAP Support
  

Non-SAP Application Support
  

End User Infrastructure
	  		  	
					
	IT.6	  	 Facility Occupancy
  

*Occupancy cost to be reduced proportionally to IT service cost reductions over time (e.g., 10% reduction in IT TSA services shall reduce monthly facility
occupancy cost by 10%).
	  	$94,151 per month*	  	12 months	  	


  
 5 









			
	 Artifact I – Migration Timeline and Cost
  

The chart below depicts the cost and the expected duration of services provided within this agreement. Color coding is used to refer to different phases in the
migration of services. Proposed migration schedule is dependent on multiple factors including but not limited to, 3rd party vendor performance and Halyard organization ramp up.

 
 Pre-Migration: K-C fully supports and maintains service. Migration: K-C
provides primary support and service, while a third-party provider gains expertise, prior to the service being actively migrated to the third party. KT/Support: A third-party provider delivers primary support and service, while K-C continues
to transfer knowledge to that provider and plays a secondary, support role. Steady State: K-C no longer supports this service.
  









  
 6 









	
	  
 Artifact II—Monthly Allocation Schedule

 
 The chart below depicts the expected duration of services and the percentage of the
allocated cost provided within this agreement. Color coding is used to refer to different phases in the migration of services. Proposed migration schedule and costs are dependent on multiple factors including but not limited to, 3rd party vendor performance and Halyard organization ramp up.
  

Pre-Migration: K-C fully supports and maintains service. Migration: K-C provides primary support and service, while a third-party provider gains
expertise, prior to the service being actively migrated to the third party. KT/Support: A third-party provider delivers primary support and service, while K-C continues to transfer knowledge to that provider and plays a secondary, support
role. Steady State: K-C no longer supports this service.
  
 







  
 7 









	
	  
 Artifact III—ITS Milestone Progress and Termination/Extension
Notification Schedule
  
 This schedule contains milestone review dates where
Kimberly-Clark and Halyard will evaluate the migration progress and the achievability of planned termination dates by service. The migration schedule and costs are dependent on multiple factors, including but not limited to third-party vendor
performance and Halyard organization hiring.
  
 







  
 8 








 Transition Services Agreement (TSA) Schedule of Services for: 

FACILITIES / REAL ESTATE 
  

			
	Schedule A-2:	  	Facilities / Real Estate
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Len Anderson
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Chris Isenberg
		
	Geographic Scope:	  	U.S. and Europe Sites
		
	Overview of Services:	  	The Facilities / Real Estate services include on-going use of Kimberly-Clark facilities in the U.S. and Europe, along with real estate transaction support. The facilities in scope are Roswell, GA, Kings Hill, UK, and Nanterre,
France. Facility services for the Neenah, WI, Knoxville, TN, and Brighton, UK sites are included within the IT, Procurement, Shared Services, and Transportation schedules.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 9 









									
	Facilities / Real Estate
                                        
Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	FAC.1	  	Roswell Site Occupancy	  	 $414,779 per month for occupancy at the Pointe
  

$12,500 per month for occupancy at Hembree
 See Exhibit 1 for 2015
cost breakdown
	  	14 Months	  	
					
	FAC.2	  	Kings Hill and Nanterre Site Occupancy	  	 $15,213 per month total
  

Kings Hill: $12,467
 Nanterre: $2,746

 
 See Exhibit 2 for 2015 cost breakdown
	  	 14 months (Nanterre)
  

2 months
 (Kings Hill)
	  	
					
	FAC.3	  	Real Estate Transaction Coordination	  	$4,680 per month	  	9 months	  	

 Exhibit 1: North America Sites Occupancy Cost 

 

																																																									
	 	  	2014	 	  	2015	 
	 Site
	  	Nov	 	  	Dec	 	  	Jan	 	  	Feb	 	  	Mar	 	  	Apr	 	  	May	 	  	Jun	 	  	Jul	 	  	Aug	 	  	Sep	 	  	Oct	 	  	Nov	 	  	Dec	 
	 Roswell
	  	 	427,279	  	  	 	427,279	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 North America Total
	  	 	427,279	  	  	 	427,279	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  	  	 	12,500	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Exhibit 2: Europe Sites Occupancy Cost 

 

																																																									
	 	  	2014	 	  	2015	 
	 Site
	  	Nov	 	  	Dec	 	  	Jan	 	  	Feb	 	  	Mar	 	  	Apr	 	  	May	 	  	Jun	 	  	Jul	 	  	Aug	 	  	Sep	 	  	Oct	 	  	Nov	 	  	Dec	 
	 Kings Hill
	  	 	12,467	  	  	 	12,467	  	  				  				  				  				  				  				  				  				  				  				  				  			
	 Nanterre
	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Europe Total
	  	 	15,213	  	  	 	15,213	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  	  	 	2,746	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
 10 








 Transition Services Agreement (TSA) Schedule of Services for: 

PROCUREMENT 
  

			
	Schedule A-3:	  	Procurement
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Christine Borkowski
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Sukh Sandhu
		
	Geographic Scope:	  	U.S.
		
	Overview of Services:	  	The Procurement services defined below have been developed in coordination with Halyard to determine the required support levels over the service duration. In particular, services PCM.1—PCM.3 involve reductions in service
support over time and may require adjustments (per the early termination and extension notification requirements) to align with Halyard’s organization hiring plan.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 11 









									
	Procurement
                                         
                   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	PCM.1	  	Procurement operations and tactical services	  	 $42,000 per month initially
  

See Exhibit 1 for detailed cost breakdown and resource summary
  

Plus pass-through of 50% of cost for Procurement TSA Leader (contractor)—9 months

 
 Plus pass-through travel expenses
	  	9 months	  	
					
	 PCM.2
  

 
 PCM.2

(cont’d)
	  	Strategic Sourcing and Supplier Management	  	 $211,000 per month initially
  

See Exhibit 2 for detailed cost breakdown and resource summary
  

Plus pass-through of 50% of cost for Procurement TSA Leader (contractor)—9 months

 
 Plus pass-through travel expenses
	  	12 Months	  	


  
 12 









									
	Procurement
                                         
                   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	PCM.3	  	Project management, training and analytics support	  	 $29,000 per month initially
  

See Exhibit 3 for detailed cost breakdown and resource summary
  

Plus pass-through travel expenses
	  	6 months	  	
					
	PCM.4	  	Temporary labor for contract setup	  	Pass-through cost	  	9 months	  	
					
	PCM.5	  	 Organization support for systems changes
  

Additional training for system changes
	  	Pass-through cost	  	6 months	  	
					
	PCM.6	  	Facility Occupancy	  	$37,582 per month*	  	12 months	  	

 Exhibit 1: Headcount transition schedule for PCM.1 (Procurement operations and tactical services) 

 

									
	 PCM.1 Support Requirements
	  	November 1, 2014 – April 30, 2015	 	  	May 1, 2015 – July 31, 2015	 
	 K-C Transactional Support
	  				  			
	 FTE Headcount
	  	 	4	  	  	 	0	  
	 Cost/month
	  	$	20,000	  	  	$	0	  
	 Accenture/GEP Support
	  				  			
	 FTE Headcount
	  	 	1	  	  	 	1	  
	 Cost/month
	  	$	7,000	  	  	$	7,000	  
	 K-C Systems Support
	  				  			
	 FTE Headcount
	  	 	1	  	  	 	0	  
	 Cost/month
	  	$	6,000	  	  	$	0	  
	 K-C Stores/DTR Support
	  				  			
	 FTE Headcount
	  	 	1	  	  	 	1	  
	 Cost/month
	  	$	9,000	  	  	$	9,000	  
	 PCM.1 Total
	  				  			
		  	  
	  
	 	  	  
	  
	 
	 FTE Headcount
	  	 	7	  	  	 	2	  
		  	  
	  
	 	  	  
	  
	 
	 Cost/month
	  	$	42,000	  	  	$	16,000	  
		  	  
	  
	 	  	  
	  
	 


  
 13 








 Exhibit 2: Headcount transition schedule for PCM.2 (Strategic Sourcing and Supplier Management) 

 

																	
	 PCM.2 Support Requirements
	  	November 1, 2014 –
January 31, 2015	 	  	February 1, 2015 –
April 30, 2015	 	  	May 1, 2015 –
July 31, 2015	 	  	August 1, 2015 –
October 31, 2015	 
	 K-C North America Strategic Sourcing Support
	  				  				  				  			
	 FTE Headcount
	  	 	13	  	  	 	5	  	  	 	3	  	  	 	1	  
	 Cost/month
	  	$	166,000	  	  	$	74,000	  	  	$	42,000	  	  	$	13,000	  
	 K-C China Strategic Sourcing Support
	  				  				  				  			
	 FTE Headcount*
	  	 	3	  	  	 	3	  	  	 	3	  	  	 	0	  
	 Cost/month
	  	$	23,000	  	  	$	23,000	  	  	$	23,000	  	  	$	0	  
	 Accenture/GEP Strategic Sourcing Support
	  				  				  				  			
	 FTE Headcount
	  	 	2	  	  	 	2	  	  	 	2	  	  	 	0	  
	 Cost/month
	  	$	22,000	  	  	$	22,000	  	  	$	22,000	  	  	$	0	  
	 PCM.2 Total
	  				  				  				  			
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 FTE Headcount
	  	 	18	  	  	 	10	  	  	 	8	  	  	 	1	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Cost/month
	  	$	211,000	  	  	$	119,000	  	  	$	87,000	  	  	$	13,000	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	*	Duration for China headcount dependent upon the timing to establish the China legal entity, currently estimated at Q2, 2015 


Exhibit 3: Headcount transition schedule for PCM.3 (Project management, training and analytics support) 

 

									
	 PCM.3 Support Requirements
	  	November 1, 2014 – January 31, 2015	 	  	February 1, 2015 – April 30, 2015	 
	 K-C North America Project management,
training and analytics
support
	  				  			
	 FTE Headcount
	  	 	2	  	  	 	1	  
	 Cost/month
	  	$	29,000	  	  	$	13,000	  


  
 14 








 Transition Services Agreement (TSA) Schedule of Services for: 

NORTH AMERICA SHARED SERVICES 
  

			
	Schedule A-4:	  	North America Shared Services
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	 Mike Stohr
 Ted Banker

Michael Fox

		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	 Dave Crawford
 Steve Linville

Renato Negro

		
	Geographic Scope:	  	U.S., Canada, and Mexico
		
	Overview of Services:	  	The North America Shared Services Center TSA services are composed of the six following areas: Accounting to Reporting, Capital Accounting / Research & Engineering Expense, Management Information Delivery, Vendor and Employee
Financial Services, Supply Chain Accounting, Customer Financial Services. Note that Process Development Support (PDS) and Shared Services Management costs are embedded in the costs of the other six services.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 15 









									
	North America SSC                              
                               Transition Services Agreement—Schedule 
of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 NAS.1
  
	  	Accounting to Reporting	  	 $54,600 per month
  

Plus pass-through travel expenses (estimated at $5,000 per month)
	  	12 months	  	 •     HFM (Hyperion Financial Management) Financial Statements (WD6,
EOB)
  

•     Essbase Responsibility P&Ls (WD6, EOB)

 
 •     Healthcare
Working Capital
  

•     Months 1-4: WD12,EOB

 
 •     Months 5-12:
WD8,EOB

					
	 NAS.2
  
	  	Capital Accounting/Research & Engineering Expense	  	$9,000 per month	  	12 months	  	 •     PP&E Balance Sheet (WD6, EOB)

 
 •     Capital
Spending Reporting
  

•     Months 1-4: WD8, EOB

 
 •     Months 5-12:
WD6, EOB

					
	 NAS.3
  
	  	Management Information Delivery	  	 $55,000 per month
  

Plus pass-through travel expenses (estimated at $1,000 per month)
	  	12 months	  	 •     Global Management Profitability Reporting

 
 •     Months 1-4:
WD10, EOB
  

•     Months 5-12: WD8, EOB

 
 •     Overhead Cost
Reporting
  

•     Months 1-4: WD10, EOB

 
 •     Months 5-12:
WD8, EOB
  

•     Business Unit Forecast (Quarterly)

 
 •     SG&A
Budget (Annual)
  

•     Normal Vendor Master Requests

 
 •     Months 1-4: 4
business days
  

•     Months 5-12: 3.5 business days

 
 •     Urgent Vendor
Master Requests (not to exceed more than 5% of total requests)
  

•     Months 1-4: 2 business days

 
 •     Months 5-12:
1.5 business days
  

•     EPH Updates: simple changes (1 day), cross-regional, complex changes (10 days)

 
 •     Complex
changes limited to one time per year to be defined by Halyard

					
	NAS.4	  	Vendor and Employee Financial Services	  	 $41,500 per month
  

Plus pass-through travel expenses (estimated at $4,000 per month)
	  	12 months	  	 •     First Pass Yield

 
 •     Months 1-4:
84%
  

•     Months 5-12: 88%

 
 •     Invoicing
Accuracy
  

•     Months 1-4: 92%

 
 •     Months 5-12:
95%
  
 •     Ready
to Pay
  

•     Months 1-4: 88%

 
 •     Months 5-12:
91%



  
 16 









									
	North America SSC
                                         
                   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	NAS.5	  	Supply Chain Accounting	  	 $41,500 per month
  

Plus pass-through travel expenses (estimated at $7,000 per month)
	  	 12 months
	  	 •     COM

 
 •     Months 1-4:
WD3,9AM EST
  

•     Months 5-12: WD2,9AM EST

 
 •     COS and
Distribution
  

•     Months 1-4: WD3,5PM EST

 
 •     Months 5-12:
WD2,2PM EST
  

•     Standard Costs (First calendar day per quarter)

					
	NAS.6	  	Customer Financial Services	  	 $74,100 per month
  

Plus pass-through travel expenses (estimated at $5,000 per month)
	  	 12 months
	  	 •     Days Cash Outstanding (DCO)

 
 •     Months 1-4:
2.5 days
  

•     Months 5-12: 1.5 days

 
 •     Past Due
Invoices (PDI)—Domestic (<$6.5M)
  

•     PDI—Export (<$3.0M)

					
	NAS.7	  	Facility Occupancy	  	 $17,698 per month*
	  	 12 months
	  	


  
 17 








 EUROPE, MIDDLE-EAST, & AFRICA (EMEA) 

 

			
	 Schedule A-5:
	  	Europe (Shared Services, Human Resources, Information Technology)
		
	 Provider:
	  	Kimberly-Clark Corporation
		
	 Provider Contact:
	  	Leroy Burnett
		
	 Recipient:
	  	Halyard Health, Inc.
		
	 Recipient Contact:
	  	Pierre Deschamps
		
	 Geographic Scope:
	  	Europe, Middle-East, and Africa
		
	 Overview of Services:
	  	The Europe, Middle-East, & Africa (EMEA) TSA services are composed of the four following areas: Shared Services, Human Resources, and Regional IT Services.
		
	 Start of Activity:
	  	Distribution Date
		
	 End Date:
	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 18 









									
	 Europe, Middle-East, & Africa (EMEA)
	  	Transition Services Agreement—Schedule of Services	  	Effective Date
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	EUR.1	  	In-House Banking	  	$728 per month	  	14 weeks	  	
					
	EUR.2	  	Procure-to-Pay (P2P)	  	$19,760 per month	  	12 months	  	
					
	EUR.3	  	Order-to-Cash (OTC)	  	$16,463 per month	  	12 months	  	
					
	EUR.4	  	General Accounting (GA)	  	$9,887 per month	  	12 months	  	
					
	EUR.5	  	Financial Reporting	  	$19,709 per month	  	12 months	  	
					
	EUR.6	  	Supply Chain Accounting	  	$310 per month	  	12 months	  	
					
	EUR.7	  	Process Development Support (PDS) / System Testing	  	$2,360 per month	  	12 months	  	
					
	EUR.8	  	South Africa OTC	  	$3,750 per month	  	12 months    	  	


  
 19 









									
	 Europe, Middle-East, & Africa (EMEA)
	  	Transition Services Agreement—Schedule of Services	  	Effective Date
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	EUR.9	  	Payroll Services for EMEA Countries	  	 $10,045 per month
  

Germany: €1,630
 France: €1,308

Belgium: €2,035
 Netherlands: €920

U.K.: €833
 S. Africa: €676
	  	2 months	  	
					
	EUR.10	  	Payroll Year-End Reconciliation and Consolidation	  	$1,675 per month	  	6 months	  	
					
	EUR.11	  	Ad-hoc HR Consulting	  	$1,675 per month	  	6 months	  	
					
	EUR.12	  	Payroll Data Entry and Service Support	  	$4,185 per month	  	6 months	  	
					
	EUR.13	  	Tier 1 and 2 Workday Support	  	$1,200 per month	  	12 months	  	
					
	EUR.14a	  	 Local IT Services
 EMEA IT
Application Support
	  	$14,833 per month	  	12 months	  	
					
	EUR.14b	  	Non-SAP Applications Cluster	  	$3,667 per month	  	12 months	  	


  
 20 









									
	 Europe, Middle-East, & Africa (EMEA)
	  	Transition Services Agreement—Schedule of Services	  	Effective Date
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	EUR.14c	  	 End User Infrastructure Cluster

Collaboration & Social
 Messaging Services

Mobility (Wireless)
 Personal Computers

Video and Voice
 Telecom Infrastructure
	  	$30,250 per month	  	10 months	  	
					
	EUR.14d	  	Network Cluster	  	$11,000 per month	  	10 months	  	
					
	EUR.14e	  	Business Partner	  	$5,583 per month	  	12 months	  	
					
	EUR.14f	  	Project Management Office	  	$3,542 per month	  	12 months	  	
					
	EUR.14g	  	Systems Migration	  	 $50,000 per month
  

Based on approximately 6 FTEs dedicated to systems migration
	  	12 months	  	
					
	EUR.15	  	Facility Occupancy	  	$9,175 per month*	  	12 months	  	


  
 21 








 Transition Services Agreement (TSA) Schedule of Services for: 

CORPORATE REPORTING 
  

			
	 Schedule A-6:
	  	Corporate Reporting
		
	 Provider:
	  	Kimberly-Clark Corporation
		
	 Provider Contact:
	  	Karen Gilbert
		
	 Recipient:
	  	Halyard Health, Inc.
		
	 Recipient Contact:
	  	Dave Crawford
		
	 Geographic Scope:
	  	Global (consolidation)
		
	 Overview of Services:
	  	The Corporate Reporting services defined below are consultative in nature and no deliverables will be provided.
		
	 Start of Activity:
	  	Distribution Date
		
	 End Date:
	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 22 









											
	 Corporate Reporting
	  	Transition Services Agreement—Schedule of Services	  	 	Effective Date	  
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	 	Performance Exceptions	  
					
	 CRP.1
	  	 Corporate Reporting
  

•   With Halyard management, develop close calendar, deliverables, and standard procedures for
consolidation and external financial reporting (i.e., SEC periodic and other filings)
  

•   Provide consultation on drafts of periodic reports and earnings release materials, including
drafting documents as requested
  

•   Record consolidation and other entries, at the direction and with approval of Halyard
management, to generate consolidated financial statements
  

•   Provide financial data as necessary to support consolidation and external financial reporting
needs
  
 •   Train
stakeholders on financial information available and discussion/narrative requirements
  

Note: Services are consultative in nature and no deliverables will be provided
	  	$6,126 per month	  	4 months	  			
					
	 CRP.2
	  	 Securities and Exchange Commission (SEC) Reporting & Segregation of Duty (SOD) Consulting

 
 •   Provide accounting and
reporting consultation services
  

•   Provide reasonable assistance to auditors as needed
	  	$2,558 per month	  	4 Months	  			
					
	 CRP.3
	  	 Technical Accounting, Public Accounting Oversight Board (PCAOB), & Financial Accounting Standards Board (FASB) Support

 
 •   Provide accounting/audit
support as reasonably requested for knowledge transfer
	  	$1,785 per month	  	4 months	  			


  
 23 








 Transition Services Agreement (TSA) Schedule of Services for: 

TRANSPORTATION 
  

			
	Schedule A-7:	  	Transportation
		
	 Provider:
	  	Kimberly-Clark Corporation
		
	 Provider Contact:
	  	Mike Martin
		
	 Recipient:
	  	Halyard Health, Inc.
		
	 Recipient Contact:
	  	 Nancy Faust
 Cesar Roques

		
	 Geographic Scope:
	  	U.S.
		
	 Overview of Services:
	  	The Transportation services are comprised of short-term support services with durations of 2 months and general support services with durations of 12 months.
		
	 Start of Activity:
	  	Distribution Date
		
	 End Date:
	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 24 









											
	 Transportation
	  	Transition Services Agreement—Schedule of Services	  	 	Effective Date	  
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	 	Performance Exceptions	  
					
	 TRA.1
	  	General Support	  	$28,685 per month	  	12 months	  			
					
	 TRA.2
	  	General Short-Term Support	  	$9,059 per month	  	2 months	  			
					
	 TRA.3
	  	Facility Occupancy	  	$8,152 per month*	  	12 months	  			


  
 25 








 Transition Services Agreement (TSA) Schedule of Services for: 

HUMAN RESOURCES 
  

			
	Schedule A-8:	  	Human Resources
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Jeno Marvel
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Rhonda Gibby
		
	Geographic Scope:	  	U.S. and Canada
		
	Overview of Services:	  	The HR services are comprised of the following areas: Payroll and tax processing, benefits administration, relocation and Global Assignee Program, Contact Center services, Workday support, recruiting, and social compliance
audits.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 26 









											
	 Human Resources
	  	Transition Services Agreement—Schedule of Services	  	 	Effective Date	  
					
	 ID
	  	Description of Service	  	Cost	  	Duration	  	 	Performance Exceptions	  
					
	 HR.1
	  	U.S. and Canada Payroll Processing	  	$33,000 per month	  	15 months	  			
					
	 HR.2
	  	U.S. and Canada Payroll Tax	  	$17,000 per month	  	12 months	  			
					
	 HR.3
	  	U.S. & Canada Benefits Administration	  	$81,550 per month	  	12 Months	  			
					
	 HR.4
	  	Relocation and Global Assignees Program	  	$5,800 per month	  	12 months	  			
					
	 HR.5
	  	U.S. and Canada Contact Center Services	  	$8,000 per month	  	12 months	  			
					
	 HR.6
	  	U.S. and Canadian Tier 1, 2, and 3 Workday Support	  	$12,000 per month	  	12 months	  			
					
	 HR.7
	  	Recruiting for U.S. and Canadian Based Roles	  	 $15,630 per month (fixed), plus variable pass through costs for each employee placed, based upon the following schedule of job grades:

Grades 5-6: $10,500
 Grades 7-10: $8,000

Grades 11+: $4,000
 Non-exempt::$1,500
	  	15 months	  			
					
	 HR.8
	  	Social Compliance Audits	  	$1,620 per month	  	6 months	  			


  
 27 








 Transition Services Agreement (TSA) Schedule of Services for: 

LATIN AMERICA OPERATIONS (LAO) 
  

			
	Schedule A-9:	  	Latin America Operations (LAO)
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Tim Domaszek
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Stephanie Drilling
		
	Geographic Scope:	  	Latin American countries (Brazil, Colombia, Puerto Rico, Costa Rica, Panama)
		
	Overview of Services:	  	The Latin American Operations (LAO) services are composed of the following five areas: Regional IT Service, Shared Services, Finance, Legal, and Payroll support.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 28 









									
	Latin Am. Operations (LAO)	  	Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	LAO.1-3	  	 IT Support
  

Telecommunications Support
  

Physical Network Management
  

Messaging Management
  

General Help Desk
  

Asset Management
  

Back Office Systems
  

Application Help Desk
	  	 $3,697 per month
  

Brazil: $2,528
 Colombia: $441

Puerto Rico, Costa
 Rica, Panama: $728
	  	12 Months	  	
					
	LAO.4	  	 Finance Support
  

Invoice and Accounts Payable Processing
	  	 $352 per month
  

Brazil: $352
	  	12 months	  	
					
	LAO.5	  	Legal Support	  	 $975 per month
  

Brazil: $975
	  	12 months	  	
					
	LAO.6	  	Payroll Processing	  	 $877 per month
  

Brazil: $877
	  	12 months	  	


  
 29 








 Transition Services Agreement (TSA) Schedule of Services for: 

RESEARCH & ENGINEERING (R&E) 
  

			
	Schedule A-10:	  	Research & Engineering (R&E)
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Laura Dellaripa
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Sam Chan
		
	Geographic Scope:	  	U.S.
		
	Overview of Services:	  	The Research & Engineering services are comprised of the following four areas; Sensory and Human Factors, Analytical Science and Test Method Development, and Physical and Compliance Testing.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 30 









									
	Research & Engineering (R&E)	  	Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	RE.1	  	Sensory & Human Factors	  	$30,667 per month	  	6 months	  	
					
	RE.2	  	Analytical Science (AS) and Test Method Development	  	$59,583 per month	  	24 Months	  	
					
	RE.3	  	Physical and Compliance Testing	  	$12,500 per month	  	24 months	  	

 Exhibit 1: Test Method List 
  

	
	Test Method
	STM 00067 / STM 4507—Hydrostatic Pressure Test
	STM 00103 / STM 2401—Absorbent Capacity—Vertical (Water)
	STM 00104 / STM 2403—Vertical Wicking Rate
	STM 00122 / STM 3224—Dimensions General
	STM 00123 / STM 4011—Drape Stiffness—Cantilever Bending Method
	STM 00136 / STM 5000—Brightness/Color/Opacity
	STM 00146 / STM 5668—Grab Tensile Peak Stretch & Energy (NonW)
	STM 00148 / STM 2200—Abrasion Resistance—Taber
	STM 00149 / STM 2205—Martindale
	STM 00150 / STM 2467—Absorbency Rate (3 Drops)
	STM 00152 / STM 2471—Impact
	STM 00153 / STM 2477—Resistance of Nonwovens to Low Surface Tension Liquids
	STM 00155 / STM 2482—Resistance of NW to Penetration of Fluid
	STM 00156 / STM 2483—Alcohol Repellency
	STM 00157 / STM 2600—Mass Per Unit Area—Basis Weight
	STM 00159 / STM 3010—5” Bulk


  
 31 










	
	STM 00162 / STM 3801—Air Permeability
	STM 00164 / STM 3806—MOCON
	STM 00165 / STM 4000—Cup Crush
	STM 00180 / STM 4563—Static Decay
	STM 00190 / STM 5529—Tear
	STM 00195 / STM 5650—Tearing Strength—Trapezoid Tear

 


	
	Test Method
	STM 00197 / STM 5671—180 Degree Peel—Raw Materials
	STM 00198 / STM 5678—Strip Tensile of Nonwoven Fabrics
	STM 00204 / STM 2437—Water Vapor Transmission Rate (WVTR)
	STM 00287 / STM 3403—Fire 30 Sec—NFPA 702
	STM 00291 / STM 5669—Bond Integrity of Nonwoven Laminates (Peel)
	STM 00353 / STM 4569—Gelbo Lint
	STM 00357 / STM 4566—Sliding Compression
	STM 00360 / STM 3400—1 Sec. Fire
	STM 00369 / STM 5708—Surgical Gown Seam Strength
	STM 00370 / STM 5709—Surgical Gown Tie-Shear Test
	STM 00391 / STM 5688—Seam Strength
	STM 00402 / STM 4007—Handel-O-Meter
	STM 5679—Puncture
	TTM 00042—Fenestration Drape Blood Run-Off Test
	TTM 00043—Glove Slipdown Meas Using the Glove Articulator
	TTM 00173—Opacity & Fluid Penatration Test of Gowns
	TTM 00292—Hook Peel Strength
	TTM 00293—Hook Shear Strength
	TTM 00294—Hook Adhesion to SMS
	TTM 00406 Wing and Pull Tab Adhesive Peel—Sterile Wrap
	TTM 00407—Wing Transfer Adhesive Shear—Sterile Wrap

 
 


  
 32 








 Transition Services Agreement (TSA) Schedule of Services for: 

REGULATORY & QUALITY (R&Q) 
  

			
	Schedule A-11:	  	Regulatory & Quality
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Mike Page
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Mizanu Kebede
		
	Geographic Scope:	  	U.S.
		
	Overview of Services:	  	The Regulatory & Quality (R&Q) services are composed of the four following areas: Global Clinical Affairs, Quality, and Global Product Safety.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 33 









											
	 Regulatory & Quality (R&Q)
	  	Transition Services Agreement—Schedule of Services	  	 	Effective Date	  
					
	ID	  	Description of Service	  	Cost	  	Duration	  	 	Performance Exceptions	  
					
	RQ.1	  	Global Clinical Affairs	  	 Variable rate based on resource costs and
third-party pass through

 
 Hourly Rate:

Grade 4-6: $160
 Grade 7-9: $90

10 and Below: $50
	  	18 Months	  			
					
	RQ.2	  	Quality	  	$5,720 per month	  	6 months	  			
					
	RQ.3	  	Global Product Safety	  	$500 per month	  	12 months	  			


  
 34 








 Transition Services Agreement (TSA) Schedule of Services for: 

OPERATIONS SEPARATION (FTS, OTC, DISTRIBUTION) 
  

			
	Schedule A-12:	  	Operations Separation (FTS, OTC, Distribution)
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Julie Nackers
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	 OTC: Lori Hand
 FTS, Distribution:

		
	Geographic Scope:	  	U.S.
		
	Overview of Services:	  	The Operations Separation services are composed of Center of Excellence (COE) support for the Order to Cash (OTC), Forecast to Stock (FTS), and Distribution processes.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 35 









											
	
Ops Separation (FTS, OTC, Dist.)                
                              Transition Services Agreement—Schedule of 
Services
	  	 	Effective Date	  
					
	ID	  	Description of Service	  	Cost	  	Duration	  	 	Performance Exceptions	  
					
	 OPS.1
	  	 Order Management & Master Data Services
  

Supported Content Areas for Order Management & Master Data:
	  	$30,200 per month	  	12 months	  	 
 
 
 
 	User support requests:
acknowledge 24 hours
from date/time contact
during normal business
hours	  
  
  
  
  
					
	 OPS.2
	  	Planner And Mill Material Flow Support—Forecast To Stock (FTS)	  	$30,200 per month	  	12 months	  	 
 
   
  
 
	Initial response to
request within 8
 business hours 
 Training
offered at least
quarterly
	  
  
    

  
  

					
	 OPS.3
	  	Distribution Project and Operational Support	  	 Variable: $59.20 per hour (billed based on actual hours per month)
  

Plus pass-through travel expenses
  

Note: Total costs not to exceed $135,000 in services and $35,000 in travel over 12 months
	  	12 months	  	 
 
 
 	Escalated user
support—Initial
response to request
within 8 business hours	  
  
  
  


  
 36 








 Transition Services Agreement (TSA) Schedule of Services for: 

GLOBAL NONWOVENS (GNW) 
  

			
	Schedule A-13:	  	Global Nonwovens (GNW)
		
	Provider:	  	Kimberly-Clark Corporation
		
	Provider Contact:	  	Larry Maher
		
	Recipient:	  	Halyard Health, Inc.
		
	Recipient Contact:	  	Mike Tuck
		
	Geographic Scope:	  	U.S.
		
	Overview of Services:	  	The Global Nonwoven (GNW) services are comprised of technical knowledge transfer, subject-matter expert (SME) support, prototyping services, process engineering and mill support, supply agreement support, engraving masters
storage, and gown-machine start-up support.
		
	Start of Activity:	  	Distribution Date
		
	End Date:	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 37 









									
	 Global Nonwovens (GNW)
                                         
                   Transition Services Agreement—Schedule of Services
	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 GNW.1
	  	Drawing and Documented Technical Knowledge Transfer	  	$3,077 total	  	1 week	  	Transfer of drawing and DTK will occur within 1 month of signed CDA
					
	 GNW.2
	  	Access to Subject Matter Experts (SMEs)	  	 $13,500 per month for November, 2014 through April, 2015 (1 FTE)
  

$6,750 per month for May, 2015 through October, 2015 (0.5 FTE)
  

Plus pass-through travel expenses (estimated at $20,250/year)
	  	12 months	  	
					
	 GNW.3
	  	New Material Prototyping	  	 Variable: Costing based on a machine, operator and raw material basis similar to Research Special Runs (RSRs).

 
 The cost will be actual raw material cost and conversion cost. The conversion cost will
range from $400 to $500 per machine hour. The conversion cost will be provided based upon the specific machine required and number of operators needed to run the trial. The cost should cover all variable and fixed conversion costs. Raw material cost
will be based on actual raw materials consumed.
	  	2 years	  	Subject to availability. 1 week response time on availability


  
 38 









									
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 GNW.4
	  	 Process Engineering and Mill Support
  

Capital Engineering
  

Mill Support/Operations
  

SME Support
	  	Variable: Charter to be developed with scope of work and costs to be agreed to by both parties in the event this option is exercised	  	Per agreed upon project charter	  	 Advance notice: 6 months
  

Timeline to be developed with charter
  

Note: Due to the 12-14 month lead time for a rebuild, Kimberly-Clark will need to renegotiate the supply agreement at least 12 months prior to the end of the
supply agreement

					
	 GNW.5
	  	Support for Supply Agreement	  	 These Services shall be delivered on a time & materials basis, and the following is a non-binding estimate of the fees

 
 LCM: $129,000 per year (1 FTE)

 
 Plus pass-through travel expenses (estimated at $13,500/year)

 
 Planning: $91,000 per year per FTE (see Exhibit 1 for resource requirements)

 
 Quality: $115,700 per year per FTE (see Exhibit 1 for resource requirements)

 
 Note: Costs associated with material changes (e.g., resins, basis weight changes) will be
handled in the supply agreement
  
 Note: If either party experiences quality issues due
to the other party’s design process, we will bill out appropriate incremental resources at an hourly rate. These resources will be subject to availability
	  	2 years	  	
					
	 GNW.6
	  	Storage of Calendar rolls and engraving masters	  	Rental cost of $1,000/month	  	2 years	  	


  
 39 









									
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 GNW.7
	  	 Gown Machine Start-up Support at Lexington

Mill Support/Operations
 \
	  	 Fixed cost of $91,200
  

Plus pass-through travel expenses (estimated at $72,000)
	  	 Service expected to begin 1Q15 [Confirm that this is correct]
  

Operators (2 months)
  

Maintenance associate (2 weeks)
  

Gown Machine Leader (6 months)
	  	

 Exhibit 1: Estimated Planning and Quality Support for Supply Agreement (FTEs by Quarter) 

 

																																	
	Planning	  	4Q14	 	  	1Q15	 	  	2Q15	 	  	3Q15	 	  	4Q15	 	  	1Q16	 	  	2Q16	 	  	3Q16	 
	 TSA FTEs
	  	 	1.21	  	  	 	1.21	  	  	 	1.21	  	  	 	1.21	  	  	 	0.31	  	  	 	0.31	  	  	 	0.31	  	  	 	0.31	  
									
	Quality	  	4Q14	 	  	1Q15	 	  	2Q15	 	  	3Q15	 	  	4Q15	 	  	1Q16	 	  	2Q16	 	  	3Q16	 
	 TSA FTEs
	  	 	0.08	  	  	 	0.07	  	  	 	0.07	  	  	 	0.07	  	  	 	0.01	  	  	 	0.00	  	  	 	0.00	  	  	 	0.00	  

 Note: TSA support required (FTEs) reflects the net support required as Halyard assumes responsibility for Planning and Quality
Support for Supply Agreements 

  
 40 








 Transition Services Agreement (TSA) Schedule of Services for: 

ASIA-PACIFIC (APAC) 
  

			
	 Schedule A-14:
	  	Asia-Pacific (APAC)
		
	 Provider:
	  	Kimberly-Clark Corporation
		
	 Provider Contact:
	  	Shane McNabb
		
	 Recipient:
	  	Halyard Health, Inc.
		
	 Recipient Contact:
	  	Scott Fowler
		
	 Geographic Scope:
	  	Asia-Pacific countries (China, Hong Kong, Taiwan, Australia, New Zealand, Singapore, Malaysia, India, Japan, Philippines, Thailand, Sri Lanka)
		
	 Overview of Services:
	  	The Asia-Pacific services are composed of the four following areas: Regional ITS Services, Shared Services, Legal, and Back Office Support (HR, Finance).
		
	 Start of Activity:
	  	Distribution Date
		
	 End Date:
	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date


  
 41 









									
	Asia-Pacific (APAC)
                                         
   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 APA.1a
	  	 Regional ITS Services
  

Core Business Process (SAP + Highly-Integrated Applications) Incidents
  

SAP
	  	$7,300 per month	  	12 months	  	
					
	 APA.1b
	  	 Core Business Process (SAP + Highly-Integrated Applications) Small Enhancements

 
 SAP
	  	$19,400 per month	  	12 months	  	
					
	 APA.1c
	  	Core Business Process Support Team	  	$8,000 per month	  	12 months	  	
					
	 APA.1d
	  	 End User Infrastructure Cluster
  

Personal Computers
  

Video and Voice
  

Telecom Infrastructure
  

Vendor Management
	  	$5,800 per month	  	12 months	  	
					
	 APA.1e
	  	 End User Infrastructure Cluster (External)

Includes oncharging external costs paid by KC but where services are shared by KC and Halyard e.g. in Milsons Point, NZ ,Far East(Singapore),
Malaysia
  
 Hardware Rental

 
 Maintenance

 
 Telecommunications

 
 Depreciation
	  	 $23,300 per month
  

Singapore:
 $1,300 per month

 
 Australia:

$20,200 per month
  

Malaysia:
 $1,800 per month
	  	12 months	  	
					
	 APA.1f
	  	Systems Migration	  	$75,000 per month	  	 12 months
 (1 Nov 2014 to 31 Oct 2015)
	  	


  
 42 









									
	Asia-Pacific (APAC)
                                         
   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 APA.1g
	  	New Halyard Projects	  	Variable (to be priced at Kimberly-Clark ITS rates as per global rate card)	  	Variable (to be determined by project, maximum 24 months)	  	
					
	 APA.2a
	  	 Shared Services (1 of 2)
  

Accounts Payable
	  	 $2,250 per month
  

Australia: $1,600
  

Singapore: $650
	  	 12 months (Australia)
  

9 months (Singapore)
	  	
					
	 APA.2b
	  	 Shared Services (2 of 2)
  

Accounts Receivable (AR)
  

Fixed Assets (FA) Accounting
  

General Ledger (GL) & Reporting
  

Account to Report (ATR) Operations
  

Product Costing (PC)
	  	 $1,250 per month
  

Singapore costs by service:
 AR: $200

FA:$100
 GL: $650

ATR: $200
 PC: $100
	  	9 months	  	
					
	 APA.3
	  	Fleet Management	  	 $374 per month
  

Australia: 400
 (AUD$)
	  	12 months	  	
					
	 APA.4
	  	Payroll	  	 $2,080 per month
  

Singapore: 2,600
 SGD
	  	12 months	  	
					
	 APA.5
	  	Provision of Cellular Services	  	Variable (pass-through cost based on actual Halyard employee usage)	  	 9 months (until
 July 31, 2015)
	  	


  
 43 









									
	Asia-Pacific (APAC)
                                         
   Transition Services Agreement—Schedule of Services	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 APA.6
	  	Legal Services—Product Registration	  	 Variable (to be charged at standard Kimberly-Clark hourly rates)
  

Plus pass-through expenses incurred (e.g., travel, meeting costs)
	  	TBD	  	
					
	 APA.7
	  	Tax, Treasury & Credit Control and GL and Reporting	  	 $6,713 per month
  

Singapore: $6,713
	  	9 months	  	
					
	 APA.8a
	  	Support for China Based Employees (1 of 4)	  	 Variable (based on number and locations of employees)
  

Halyard Sales 0008: $15,856 per month
 KC Far East:
$3,171 per month
	  	12 months	  	
					
	 APA.8b
	  	Support for China Based Employees (2 of 4)	  	Variable (pass-through of all employment and associated costs)	  	12 months	  	
					
	 APA.8c
	  	Support for China Based Employees (3 of 4)	  	 Variable (based on number and locations of employees)
  

Halyard Sales 0008: $4,282 per month
 KC Far East: $856
per month
	  	12 months	  	
					
	 APA.8d
	  	Support for China Based Employees (4 of 4)	  	 $3,011 per month
  

Halyard Sales 0008: $2,509 per month
 KC Far East: $502 per
month
	  	12 months	  	


  
 44 









	
	Reverse Transition Services


  
 45 








 Transition Services Agreement (TSA) Schedule of Services for: 

FACILITIES—AFC NOGALES (REVERSE TRANSITION SERVICE) 
  

			
	 Schedule B-1:
	  	Facilities—AFC Nogales (Reverse Transition Service)
		
	 Provider:
	  	Halyard Health, Inc.
		
	 Provider Contact:
	  	Thomas Owens
		
	 Recipient:
	  	Kimberly-Clark Corporation
		
	 Recipient Contact:
	  	Pam VanHout
		
	 Geographic Scope:
	  	Mexico (Nogales)
		
	 Overview of Services:
	  	The Facilities—AFC Nogales (Reverse Transition Service) services include on-going use of the Halyard facility in Nogales 1, Mexico.
		
	 Start of Activity:
	  	Distribution Date
		
	 End Date:
	  	As specified in the accompanying schedule of service; not to exceed 2 years after the Distribution Date

  

									
	 AFC Nogales Site
Occupancy                                        
                     Transition Services Agreement—Schedule of Services
	  	Effective Date
					
	ID	  	Description of Service	  	Cost	  	Duration	  	Performance Exceptions
					
	 AFC.1
	  	AFC Nogales Site Occupancy	  	$160,551 per month	  	12 Months	  	


  
 46 









	
	Appendix


  
 47 








 Appendix I: Resource Rate Cards 

Unless otherwise documented in specific TSA Schedule of Services, the below rate cards will be utilized to calculate costs related to project based (time and
materials) services. 

 


 United States 
  

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Senior Resource
	  	4 to 6	  	$	160	  
	 Manager or Mid Level Resource
	  	7 to 9	  	$	90	  
	 Staff & Administrative
	  	10 and below	  	$	50	  

 Note: 
  

	[1]	35% of base compensation was assumed for benefits 

 India 

 

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Senior Resource
	  	4 to 6	  	$	105	  
	 Manager or Mid Level Resource
	  	7 to 9	  	$	50	  
	 Staff & Administrative
	  	10 and below	  	$	20	  

 Note: 
  

	[1]	25% of base compensation was assumed for benefits (on-costs) 


	[2]	Assumes 1 INR = 0.016 USD 

 Australia 

 

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Senior Resource
	  	4 to 6	  	$	180	  
	 Manager or Mid Level Resource
	  	7 to 9	  	$	110	  
	 Staff & Administrative
	  	10 and below	  	$	50	  

 Note: 
  

	[1]	16% of base compensation was assumed for benefits (on-costs) 


	[2]	Assumes 1 AUD = 0.93 USD




 United Kingdom 
  

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Senior Resource
	  	4 to 6	  	$	130	  
	 Manager or Mid Level Resource
	  	7 to 9	  	$	75	  
	 Staff & Administrative
	  	10 and below	  	$	50	  

 Note: 
  

	[1]	35% of base compensation was assumed for benefits 


	[2]	Assumes 1 GBP = 1.68 USD 

 China 

 

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Senior Resource
	  	4 to 6	  	$	170	  
	 Manager or Mid Level Resource
	  	7 to 9	  	$	70	  
	 Staff & Administrative
	  	10 and below	  	$	25	  

 Note: 
  

	[1]	25% of base compensation was assumed for benefits (on-costs) 


	[2]	Assumes 1 RMB = 0.16 USD 

 Global Information Technology 

 

							
	 Title
	  	Grade	  	Hourly Rate	 
	 Executive
	  	4 to 6	  	$	260	  
	 Sr. Professional
	  	7 to 9	  	$	168	  
	 Professional
	  	10 and below	  	$	130	  

 
 

  
 General rate card assumptions: 

 

	[1]	Rates represent “fully loaded costs” and account for the mid-point salary range by grade, target bonus and benefits 


	[2]	2080 hours was used as standard work-year 

  

  
 48 








 Appendix II: (Non-SAP Applications)—323 Applications 

 

			
	 Business Function
	  	 Official Application Name

	Customer Service	  	Axway Cyclone Interchange Tool
		  	B2B Customer Portal
		  	Customer Interaction Center (CIC) Europe
		  	Electronic Data Interchange (EDI)—GentranNT
		  	ePedigree Drug Batch History Documentation Process
		  	HC Datalliance (VMI—Vendor Managed Inventory)
		  	IBM VAN
		  	Integrity Product Portal Access Module
		  	Integrity Product Portal Translator Module
		  	Interface Repository (IR)
		  	ISSI / TEAMS Tax Exemption Administrative Management System
		  	Livingston International Screening Tool
		  	Month end Data Base (MDB)
		  	PRINCE—Price Increase and change tool
		  	Vistex Chargebacks
		  	Vistex Customer Incentives
		  	Integrity Product Portal (IPP)_DELETE
		
	Finance/Tax	  	1042 Pro
		  	Accounts Payable Invoice Imaging (AP), Kofax
		  	Blackline
		  	Bloomberg Terminal
		  	CFS JPM Attachments
		  	Citi Direct
		  	Concur
		  	Enterprise Product Hierarchy
		  	Essbase NA BLISS
		  	Export Documents Billing Linking Process
		  	Fin-SSC Fixed Asset Write-Off Tool
		  	FIN-SSC PS Project Setup Wizard, Master Data Wizard
		  	FIN-SSC Sales Reporting SQL


  
 49 









			
		  	FirstStrike
		  	FX All
		  	GLSU—General Ledger Spreadsheet Uploader—APAC
		  	HDS
		  	HighRadius—ACA
		  	HighRadius—POD Retrieval
		  	HSBC
		  	Hyperion Financial Management
		  	JPMC Access—JP Morgan
		  	Oversight
		  	Paymetric
		  	Royal Bank of Canada
		  	SharePoint—Intercompany Invoice Process
		  	SSC Vertex—SAP
		  	Star Command Center (Cognos)
		  	Tax 1099 Pro
		  	Tax Global Integrator
		  	Tax Resarch and Development Tax Credit
		  	Treasury Currency Exchange Rate Upload
		  	Treasury Workstation—Kyriba
		  	WebFilings
		  	Winshuttle
		
	HR	  	ABC—Japan Payroll
		  	ADP Payroll Tax Integration from SAP HR
		  	ADP Payroll Tax System
		  	AFAS—Netherlands Payroll
		  	Alicia- France Payroll
		  	Ancile—RWD uPerform
		  	Articulate Studio Pro 13
		  	BKC Clone and Test
		  	Ceridian—UK Payroll
		  	Citibank Integration
		  	ComplianceWire


  
 50 









			
		  	E-Blox HR System, SD WORX—Payroll system
		  	FUTA/SUTA Year End Process
		  	Global SAP HR
		  	Global SAP HR—Benefits
		  	Global SAP HR—Common Data Extract
		  	Global SAP HR—ESS—Portals—Benefits—VOE
		  	Global SAP HR—General Ledger
		  	Global SAP HR—Interfaces
		  	Global SAP HR—Master Data
		  	Global SAP HR—Payroll
		  	Global SAP HR—Tax
		  	Global SAP HR—Third Party Remittance
		  	HR—Talent Acquisition (Taleo)
		  	HR Award Choice
		  	HR Cross Application Time Sheet (CATS)
		  	HR Record of Employment-Canada (ROE)
		  	HR Royal Bank of Canada-Electronic Payment Manager
		  	HR Tax Factory
		  	HRIS Payroll—Australia (CHRIS)
		  	HRIS Payroll—Singapore (ORISOFT)
		  	HRIS Payroll—Thailand (THAI GO)
		  	IQN Integrations with Common Data Extract and Workday
		  	Loga—Germany Payroll
		  	N. America Payroll Back Feed To Workday
		  	Onboarding Form
		  	Paysquare—India Payroll
		  	Qualtrics
		  	Quyn—South Africa Payroll
		  	SAP Ad Hoc Query
		  	SAP HR Integration to Concur
		  	SAP HR Integration to Qualtrics
		  	SAP HR to Accenture Remedy Ticketing Tool
		  	SAP HR to AmeriGives


  
 51 









			
		  	SAP HR to Equifax Integration
		  	Time Management—Thailand SafeSkin
		  	TRESS—HR (Honduras, MX)
		  	Weichert
		  	Weichert Integration with SAP HR
		  	Workday
		  	Workday—TRESS Payroll Integration
		  	Workday for iPad-iPhone
		  	Workday to ABC (Japan Payroll) Integration
		  	Workday to Ceridian—UK Payroll Integration
		  	Workday to CHRIS—Australia Payroll Integration
		  	Workday to IdM Integration
		  	Workday to Orisoft Singapore Payroll Integration
		  	Workday to Paysquare—India Payroll integration
		  	Workday to Quyn—South Africa Payroll integration
		  	Workday to SAP AP Integration
		  	Workday to SAP HR Integration
		  	Workday to Thai Go Thailand Payroll Integration
		
	Legal	  	Anaqua IP Management System
		  	BoardVantage
		  	Corporate Records Administration Website—CRA
		  	LGA AccessData
		  	LGA PCT Safe
		  	LGA Secretariat
		  	PatBase
	  
 Manufacturing—Shared
	  	  
 Calibration Manager—Blue Mountain

	  	Continiuum
	  	Corporate Safety Reporting
		  	C-SCAN
		  	Environmental Health and Safety (EHS)
		  	GNW APMS SAP Interface to NA PA4
		  	HISTORIAN—Data Collector/Historian Server, FactoryTalk Adm, AssetCentre, PI Interface, SQL Server
		  	IHS—Dolphin Comply Plus Web


  
 52 









			
		  	JMP
		  	Lexington- Automated Process Management System (APMS)—MIKON
		  	Lotus Notes
		  	MIDAS DE
		  	NA MSBI MIDAS Reporting (HC portion)
		  	One Touch Shipping version 2.0
		  	Panther-SSRS
		  	Rockwell—All Locations
		
	Procurement	  	ACM—Assent Compliance
		  	D&B Supplier Risk Manager System
		  	internet-com.kimberly-clark.tc
		  	KC Travel Center Website
		  	Kelly Services—IQN
		  	Purchasing Card Program
		  	SRM—HP Catalog
		
	Product Supply	  	CARS
		  	COMET
		  	CPC Capital Planning and Control System
		  	CzarLite International & Canada
		  	Demand Solutions (incl interfaces from ECC6 aka “DSRP”)
		  	EWMA
		  	Global Packaging System (GPS)
		  	GNW Blaster
		  	GNW INCA and Related Reporting
		  	GNW Xtrim
		  	HC-PLANNING TOOLS—Excel Based
		  	i2 Transportation Management System (TMS)—North America
		  	I-Flow eKit
		  	intranet-com.kcc.com/KCHC/DCDataExtract
		  	JDA Agile Business Process Platform
		  	KC CPT Quoting Tool
		  	Label Matrix
		  	PC*Miler


  
 53 









			
		  	PC*Miler Web Services
		  	RateWare
		  	Therefore Scanning—Australia
		  	TiCon
		  	Winshuttle
		
	QA/RA/PS/CA	  	Complaint Handling—IFlow application
		  	CompliantPro
		  	CSAS (Compliance Security Access System)
		  	DataLab
		  	DCONTROL i-Flow Application
		  	Design Control Document System (DCDS)
		  	Device and Clearance Listing
		  	Easy Portal
		  	ETQ Reliance
		  	FMEA—MED
		  	HC Product Dictionary
		  	HC ScrapApp
		  	Health Care Audit Tracking
		  	I-Flow Hotline
		  	NORMSCAN
		  	Partners In Quality (PIQ)
		  	Product Safety Clearance System (PSCS)
		  	SAS (Statistical Analysis System)
		  	Track & Trend Tool
		  	Trackwise
		
	R&E	  	AutoCAD
		  	AutoCAD 2009
		  	AutoCAD 2010
		  	AutoCAD 2014
		  	CLARITY-CONSUMER
		  	eZassi
		  	IBM Rationale DOORS
		  	MiniTab


  
 54 









			
		  	ProChain (Desktop)
		  	ProChain (Multi-license)
		  	Request Submission and Tracking (RST)
		  	Research Files
		  	Research Materials Management System (RMMS)
		  	SolidWorks Clients Software
		  	Solidworks ePDM and Solidworks client license
		
	Sales/Marketing	  	Auto-Fleet
		  	BrightEdge
		  	Cast Iron
		  	CFS (formerly, CyberU)
		  	Coolief iPad app
		  	Docstream
		  	EPI
		  	EZQuote Pain Management Custom Kit Quote System
		  	Global Learning Plan
		  	Global Sales Incentives
		  	Global Territory Management (GTM)
		  	Halyard Corporate Intranet
		  	HC Customer Contacts System (CTM Bridge)
		  	HC KCUR
		  	HCR
		  	iLibrary Mobile App
		  	Image Hub (former GDAL)
		  	Leadature
		  	Magento
		  	Marketo
		  	MRD On-line
		  	On The Go Mobile App
		  	On-Q Mobile App
		  	Radian6
		  	Salesforce Logger
		  	SalesForce.com (SFDC)


  
 55 









			
		  	SmartFold Calculator Mobile Application
		  	Tableau
		  	Websites
		  	WebTrends OnDemand
		  	Wistia
		
	Sustainability	  	SoFi5
		  	Sustainability Database (KCSDB)
		
	Websites	  	http://www.competency.ap.kcc.com
		  	http://www.kcc.com/kchc/midas
		  	internet-au.com.halyardhealth
		  	internet-com.haiwatchdog
		  	internet-com.halyardhealth
		  	internet-com.halyardhealth.facebook
		  	internet-com.halyardhealth.global
		  	internet-com.halyardhealth.tc
		  	internet-com.halyardhealthdental
		  	internet-com.kchealthcare.jp
		  	internet-com.mic-key
		  	internet-com.Mic-key.br
		  	internet-com.Mic-key.es
		  	internet-com.mycoolief
		  	internet-com.myon-q
		  	internet-com.preventinfections
		  	internet-com.treasury-factory.diamond
		  	internet-com/es.halyardhealth
		  	internet-com/pt.halyardhealth
		  	internet-de.halyardhealth
		  	internet-fr.halyardhealth
		  	internet-in.halyardhealth
		  	internet-nl.halyardhealth
		  	internet-uk.co.halyardhealth
		  	Safeskin Thailand Intranet
		
	Core Technology/IT	  	Account Manager


  
 56 









			
		  	Acronis Management Server
		  	Address Book Updater
		  	Adobe
		  	Adobe Acrobat 11.x
		  	Adobe Reader for iPad and iPhone
		  	Apple iTunes
		  	Avaya Communications Manager
		  	BMC Control-M
		  	Cisco Access Control Server (ACS)
		  	Cisco Anyconnect VPN Client
		  	Cisco Security Agent (HIPS)
		  	Cisco Security Manager (CSM)
		  	Cisco VPN Client
		  	Citrix
		  	Citrix Online Plugin
		  	Citrix Receiver
		  	Comodo Certificates
		  	Cryptocard—BlackShield
		  	Crystal Reports
		  	Data Transport Vehicle—WS-FTP
		  	E Business Access Manager (EBAM)
		  	EDI—IBM Document Exchange
		  	Electronic Fax Inbound
		  	Electronic Fax Outbound
		  	Firefight Review Manager
		  	Group Manager
		  	HC Shared drive
		  	Identity Management (IdM)
		  	Ingres
		  	Ipswitch
		  	K-C Remote Connect
		  	Kwizcom
		  	Language Line


  
 57 









			
		  	Lotus Domino
		  	Lync Mobile Client
		  	Metalogix
		  	Microsoft O365
		  	MobileIron (MDM)
		  	MOSAIC Domain
		  	NET Framework Digital Signing (.NET)
		  	Nth Generation
		  	Office 2010
		  	Office 2010 Language Packs
		  	Password Wizzard
		  	Pentazip
		  	PKI-Public Key Infrastructure
		  	Quantum Corp
		  	SAVVIS All Sites
		  	Service-Now
		  	SharePoint Search
		  	SLNET 5.3
		  	System Center Configuration Manager (SMS-SCCM)
		  	Team Foundation Services
		  	Traceability Matrix
		  	Transport Manager (RealTech)
		  	UNIX Privilege Manager (UPM)
		  	VCM: CheckPoint
		  	ViewDirect for Networks
		  	VM: Mobility Carrier
		  	Windows Server Update Services (WSUS) for Desktop


  
 58