EX-10.15



 Exhibit 10.15 

FORM OF NON-COMPETITION AGREEMENT 

This NON-COMPETITION AGREEMENT (this “Non-Competition Agreement”) is made and entered into as of October
[    ], 2014 by and between Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and Halyard Health, Inc. (“Halyard”), a Delaware corporation. Kimberly-Clark and Halyard are
sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.” 

W I T N E S S E T H: 

WHEREAS, Kimberly-Clark and Halyard have entered into a Distribution Agreement dated as of October [    ], 2014 (the
“Distribution Agreement”), pursuant to which, among other things, Kimberly-Clark will transfer and assign, or cause to be transferred or assigned, to the Halyard Parties all or substantially all of the business, operations, assets
and liabilities primarily related to the Healthcare Business (the “Contribution”), after which Kimberly-Clark will distribute the Halyard Common Stock then owned by Kimberly-Clark to the Kimberly-Clark stockholders (the
“Distribution”); 
 WHEREAS, the Parties’ willingness to enter into the Distribution Agreement and to consummate the
Distribution is explicitly conditioned upon Kimberly-Clark and Halyard entering into this Non-Competition Agreement in order to protect the value of the Healthcare Business being contributed to Halyard through the Contribution and entering into a
reciprocal Non-Competition Agreement in order to protect the value of the Retained Business being retained by Kimberly-Clark following the Contribution; and 

WHEREAS, Kimberly-Clark will receive substantial economic benefit upon the closing of the Distribution; 

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the Parties contained herein, Kimberly-Clark
and Halyard agree as follows: 
 1. Capitalized terms used but not defined in this Non-Competition Agreement shall have the meanings
ascribed to them in the Distribution Agreement. 
 2. Subject to the other provisions of this Non-Competition Agreement, for a period of
five years commencing as of the date of this Non-Competition Agreement and ending on October [    ], 2019 (the “Restricted Period”), none of Kimberly-Clark nor any of its Subsidiaries or controlled Affiliates
shall engage, directly or indirectly, in the competing business described on Attachment A (the “Competing Business”) anywhere in the world. 

3. (a) The provisions of Section 2 shall prohibit the acquisition by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates
of all or any part of a business or Person (whether through the acquisition of assets, securities or other ownership interests or the effecting of a merger, consolidation, share exchange, business combination, reorganization or recapitalization or
other similar transaction) (the “Acquired Business”) that is engaged in the Competing Business to the extent that the revenues attributable to such Competing Business during the most recently completed fiscal year of the Acquired
Business represent a majority or more of the aggregate revenues for the Acquired Business during such period. 
 (b) With respect to the
acquisition by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates of any Acquired Business, not otherwise subject to Section 3(a), that is engaged in the Competing Business and is deemed to be a Disqualifying Acquisition
pursuant to Section 3(c), the provisions of Section 3(e) shall control. 

  
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 (c) For purposes of this Section 3, (i) a “Disqualifying Acquisition”
means the acquisition by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates of an Acquired Business, not otherwise subject to Section 3(a), where the revenues attributable to the Competing Business conducted by such Acquired
Business during its most recently completed fiscal year represent the greater of (x) 20% of the aggregate revenues of such Acquired Business during such period or (y) $150 million; and “Disqualified Business” means that
portion of the Disqualifying Acquisition that engages in the Competing Business but is represented only by a stand-alone contract, whether one or more, where the primary stated purpose of such contract is the provision of Competing Business
services. 
 (d) Any acquisition by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates of any Acquired Business, not
otherwise subject to Section 3(a) and not constituting a Disqualifying Acquisition, shall not be subject to the prohibitions of Section 2. 

(e) (i) The provisions of Section 2 shall not prohibit a Disqualifying Acquisition by Kimberly-Clark or any of its Subsidiaries or
controlled Affiliates, provided that Kimberly-Clark or any such Subsidiary or controlled Affiliate, as applicable, offers to sell and assign the Disqualified Business (and associated liabilities) obtained and assumed, directly or indirectly,
in the Disqualifying Acquisition for cash to Halyard within 90 days of the consummation of the Disqualifying Acquisition at the fair market value of such Disqualified Business (and associated liabilities) pursuant to the terms set forth in this
Section 3(e). 
 (ii) A sale made under Section 3(e)(i) shall be made with the benefit of substantially similar representations,
warranties and indemnification provisions as given or made by the transferor in the Disqualifying Acquisition to Kimberly-Clark or any such Subsidiary or controlled Affiliate, as applicable. 

(iii) Representatives of Kimberly-Clark and Halyard shall meet within 15 days of the date such offer is made and attempt to mutually
determine in good faith such fair market value. If Halyard and Kimberly-Clark are unable to determine a mutually acceptable fair market value within 20 days after their initial meeting, Halyard and Kimberly-Clark shall mutually engage (and share
equally in the fees and expenses of) an investment banking firm to determine within 20 days of such firm’s engagement the fair market value of the Disqualified Business (and associated liabilities), which determination shall be binding upon
Halyard and Kimberly-Clark or any such Subsidiary or controlled Affiliate for purposes of Kimberly-Clark’s or any such Subsidiary’s or controlled Affiliate’s offer to sell the Disqualified Business to Halyard as contemplated herein.
Kimberly-Clark or any such Subsidiary or controlled Affiliate shall not be obligated to keep its offer to Halyard open for more than 20 days after final determination of the fair market value of the Disqualified Business (and associated
liabilities). 
 (iv) In the event Halyard does not close on the sale of the Disqualified Business contemplated by Section 3(e)(i)
within 75 days of Halyard’s acceptance of Kimberly-Clark’s or any such Subsidiary’s or controlled Affiliate’s offer or Halyard does not accept such offer within 20 days after final determination of such fair market value (such
applicable date, the “Halyard Sale Termination Date”), then Kimberly-Clark or any such Subsidiary or controlled Affiliate, as applicable, shall be required to undertake good faith and diligent efforts to sell the Disqualified
Business (and associated liabilities) not later than the second anniversary of the Halyard Sale Termination Date at a price approximately equal to the fair market value of the Disqualified Business, determined in the manner set forth elsewhere in
this Section 3(e), and on such other commercially reasonable terms deemed reasonably acceptable to Kimberly-Clark or any such Subsidiary or controlled Affiliate. Notwithstanding 

  
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the foregoing sentence, Kimberly-Clark or any such Subsidiary or controlled Affiliate shall not be required to sell the Disqualified Business at a price materially less than such fair market
value or upon any other terms that are not deemed thereby to be commercially reasonable. In the event that, notwithstanding such good faith and diligent efforts to sell the Disqualified Business within such two year period, Kimberly-Clark or any
such Subsidiary or controlled Affiliate is unable to consummate such a sale, then Kimberly-Clark’s or any such Subsidiary’s or controlled Affiliate’s continued ownership and operation of the Disqualified Business (including during the
two year sale period referenced above) shall not be deemed to be a violation of the prohibitions set forth in Section 2. 
 4. The
prohibitions of Section 2 shall not apply to: 
 (a) any Acquired Business where the acquisition thereof by
Kimberly-Clark or any of its Subsidiaries or controlled Affiliates is permitted in accordance with Section 3; provided that in the case of any such acquisition, the Competing Business was being conducted by the Acquired Business as of
the closing of the acquisition thereof by Kimberly-Clark or any such Subsidiary or controlled Affiliate; or 
 (b) the
acquisition by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates solely as an investment of not greater than 5% of the voting securities of any Person engaged in the Competing Business which are publicly traded on a national or
regional stock exchange or on the over-the-counter market if Kimberly-Clark or any such Subsidiary or controlled Affiliate (i) is not a controlling Person of, or a member of a group which controls, such Person, (ii) does not have, or
exercise any rights to manage other than rights as a stockholder thereof, and (iii) does not directly or indirectly, own 5% or more of any class of securities of such Person. 

5. Notwithstanding the provisions of Section 2 or Section 3, nothing in this Non-Competition Agreement shall prevent Kimberly-Clark
or any of its Subsidiaries or controlled Affiliates from: 
 (a) continuing to engage directly or indirectly and without
impediment in any other business, including but not limited to the unrestricted sale of existing products or services or new products or services directly related to that business, conducted directly or indirectly by Kimberly-Clark or any of its
Subsidiaries prior to the date hereof (excluding the Competing Business conducted by Kimberly-Clark and its Subsidiaries solely through the Healthcare Business immediately prior to the Distribution Date); or 

(b) engaging directly or indirectly in any existing or new business under a contract, the initial purpose of which is not
within the definition of Competing Business but may later, through no direct action of Kimberly-Clark or any of its Subsidiaries or controlled Affiliates, fall within such definition because of the way in which the recipient of the products or
services of such existing or new business utilizes such products or services provided by Kimberly-Clark or its Subsidiaries or controlled Affiliates; or 

(c) engaging in the provision of non-Competing Business products or services to a Person who owns or conducts a Competing
Business or to a Person who has a subcontract with any such other Person. 
 6. (a) Kimberly-Clark acknowledges and agrees that damages
at law may be insufficient for breach by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates of any of the covenants in this Non-Competition Agreement. Accordingly, Kimberly-Clark agrees that in the event of


  
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a breach by Kimberly-Clark or any of its Subsidiaries or controlled Affiliates of any provisions of this Non-Competition Agreement, Halyard shall be entitled to equitable relief, subject to the
discretion of a court in determining whether to grant or not grant any such equitable relief, in the form of a temporary restraining order, preliminary injunction and/or injunction to prevent irreparable injury without posting and or showing actual
damages; provided, however, that Halyard shall not be entitled to seek any form of temporary restraining order, preliminary injunction and/or injunction to prevent the acquisition by Kimberly-Clark or any of its Subsidiaries or
controlled Affiliates of any Acquired Business not subject to the restrictions set forth in Section 3(a), and, under such circumstances, Halyard shall only be entitled to seek the remedy of specific performance or pursue a claim for damages
with respect to a breach by Kimberly-Clark or any such Subsidiary or controlled Affiliate of its obligations under Section 3(e). 

(b) Nothing in this Non-Competition Agreement shall be construed as prohibiting Halyard from pursuing any other remedies, including damages,
for breach of this Non-Competition Agreement. The remedies of Halyard under this Non-Competition Agreement are cumulative, not exclusive, and may be exercised alternatively, successively or concurrently. 

7. (a) The Parties agree and acknowledge (i) that the duration, scope and geographic areas applicable to the covenants contained in this
Non-Competition Agreement are fair, reasonable and necessary, and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Halyard and the Healthcare Business, and (ii) that adequate
consideration has been received by Kimberly-Clark for such obligations. 
 (b) If any provision of this Non-Competition Agreement is held
to be illegal, invalid or unenforceable under present or future laws effective during the term of this Non-Competition Agreement, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this
Non-Competition Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision (but not broader in any aspect) as may be possible and be legal, valid and enforceable. 

(c) If the automatic reformation provision contained in the preceding subsection for any reason fails or is held to be illegal, invalid or
unenforceable, the Parties request that the governmental body making such determination interpret, alter, amend and modify the terms of this Non-Competition Agreement to include as much of the scope, time period and geographic area specified in this
Non-Competition Agreement as may be possible without rendering any provision of this Non-Competition Agreement illegal, invalid or unenforceable. 

8. 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 

  
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 or to such other address as such Party may indicate by a notice delivered to the other Party. 

9. This Non-Competition Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized
representative of each of the Parties. 
 10. Any term or provision of this Non-Competition 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 Non-Competition 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 Non-Competition Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this
Non-Competition 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 Non-Competition Agreement shall be held to constitute a waiver of any other or subsequent
breach. 
 11. The provisions of this Non-Competition Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns; provided, however, that the rights and obligations of either Party under this Non-Competition 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). Notwithstanding the foregoing, the provisions of this Non-Competition Agreement shall not apply to any Subsidiaries or businesses of Kimberly-Clark or its Subsidiaries to the extent that such companies or businesses are no longer
Subsidiaries or businesses of Kimberly-Clark or its Subsidiaries. 
 12. As used in this Non-Competition Agreement, any reference to the
plural shall include the singular, and the singular shall include the plural. With regard to each and every term and condition of this Non-Competition Agreement, the Parties understand and agree that the same have or has been mutually negotiated,
prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which Party actually
prepared, drafted or requested any term or condition of this Non-Competition Agreement. 
 13. This Non-Competition Agreement constitutes
the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, discussions, understandings, writings and commitments between the Parties with respect to such subject matter. 

14. This Non-Competition 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, as though all acts and omissions related hereto occurred in Delaware. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the state and federal
courts located in the State of Delaware, and each Party hereby irrevocably agrees that all disputes, controversies or claims may be heard and determined in the state and federal courts located in the State of


  
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Delaware. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute
brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. 
 15. EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NON-COMPETITION AGREEMENT. THIS WAIVER APPLIES TO ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE. EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT LEGAL COUNSEL REGARDING THIS WAIVER AS WELL AS ALL OTHER PROVISIONS OF THIS NON-COMPETITION AGREEMENT. 

16. This Non-Competition 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. Except to the extent otherwise provided herein, the provisions of this Non-Competition 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 Non-Competition Agreement.

 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Non-Competition Agreement as of the
date first set forth above. 
  

									
		 		 	KIMBERLY-CLARK CORPORATION
				
		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

			
		 		 	HALYARD HEALTH, INC.
				
		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  



  
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 ATTACHMENT A 

Competing Business 
 As used in this
Non-Competition Agreement, the term “Competing Business” means the provision of medical exam gloves, cleanroom gloves, laboratory gloves, sterile gloves, facial protection, surgical gowns or sterilization wrap (“Restricted
Products”) in the Healthcare Market (as defined below); provided, however, that the Competing Business shall not include provision of Restricted Products in the Professional Market or to any Existing KCP Customer; provided,
further, that incidental passive sales of Restricted Products by Kimberly-Clark in the Healthcare Market shall not be deemed to be within the scope of the Competing Business. 

For purposes of the foregoing: 
 “Existing KCP
Customer” shall mean any Person that purchases Restricted Products from Kimberly-Clark’s Global Professional Business and Global Partnership Products Business immediately prior to the Effective Time, including but not limited to those
customers set forth on Attachment B hereto. In the event that any such Person consists of multiple divisions, departments, branches, offices, or other subdivisions, the Existing KCP Customer shall include only such divisions, departments, branches,
offices or other subdivisions that purchase Professional Products from Kimberly-Clark’s Global Professional Business and Global Partnership Products Business immediately prior to the Effective Time. 

“Healthcare Market” shall mean end users whose primary business is the delivery of medical, veterinary or patient care or treatment, medical
diagnostic services, or medical care provided in connection with disaster relief, including, but not limited to: (1) professional medical and healthcare service companies, businesses, institutions and enterprises, (2) medical diagnostics
facilities and laboratories having patient interaction, (3) government and private organizations providing medical care in connection with disaster relief and (4) firms selling products or services into such end users; 

examples of such end users are: 
  

	 	•	 	Hospitals, including their pharmacies; 

  

	 	•	 	Integrated medical service provider networks and their member facilities; 

  

	 	•	 	Surgery centers, including their pharmacies; 

  

	 	•	 	Blood banks; 

  

	 	•	 	Bone and tissue centers; 

  

	 	•	 	Physician and medical clinic offices including their pharmacies; 

  

	 	•	 	Psychiatric health facilities, including their pharmacies; 

  

	 	•	 	Clinics in retail outlets that perform or provide medical services or care; 

  

	 	•	 	Long-term medical care facilities, including their pharmacies; 

  

	 	•	 	Medical care components of the Red Cross or other disaster relief organizations; 

  

	 	•	 	Veterinary and other facilities that primarily provide medical care to animals; and 

  

	 	•	 	Dental care facilities.

 “Professional Market” shall mean end users whose primary business is
performed in an industrial, commercial, or institutional setting, including but not limited to: 
  

	 	(1)	manufacturing facilities or factories; 

  

	 	(2)	repair and service facilities (e.g., equipment, machines, vehicles, etc.); 

  

	 	(3)	lodging, entertainment and hospitality facilities; 


  
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	 	(4)	professional offices other than components directed to the provision of medical care and treatment to patients; 

  

	 	(5)	food preparation and processing facilities; 

  

	 	(6)	facilities directed to natural resource extraction and processing (e.g., mining, drilling, refining, etc.); 

  

	 	(7)	schools and academic institutions (including research laboratories in hospitals associated with academic institutions); 

  

	 	(8)	technology development, research, or scientific facilities or labs; 

  

	 	(9)	non-medical care components of relief agencies; 

  

	 	(10)	non-medical care components of long term medical care facilities; 

  

	 	(11)	pharmacies other than components directed to the provision of medical care and treatment to patients;

  

	 	(12)	components of hospitals, clinics or other medical care facilities other than those that relate to the diagnosis, treatment or prevention of disease, injury or a medical condition or other activities that are typically
administered by or under the direction of a medical professional (e.g., laboratory work, facility maintenance, janitorial services, etc.); 

  

	 	(13)	non-veterinary care components of animal shelters or animal care facilities; and 

  

	 	(14)	firms selling products or services into such end users. 

 The Professional Market specifically does not include
the patient interaction components of veterinary facilities, hospitals, pharmacies, medical care facilities and/or components of such facilities used for the delivery of medical care. 

  
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