EX-10.1 2 d714139dex101.htm EX-10.1 TRANSITION SERVICES AGREEMENT

EX-10.1 2 d714139dex101.htm EX-10.1

Exhibit 10.1

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October , 2014 between ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation, a Delaware corporation (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

WHEREAS, ▇▇▇▇▇▇▇▇-▇▇▇▇▇, acting through its direct and indirect Subsidiaries, owns and conducts the Retained Business and the Healthcare Business;

WHEREAS, the Board of Directors of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ has determined that it would be advisable and in the best interests of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its stockholders for ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to distribute on a pro rata basis to the holders of ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ common stock all of the outstanding shares of Halyard common stock owned by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (the “Distribution”);

WHEREAS, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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) ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and any Subsidiary of ▇▇▇▇▇▇▇▇-▇▇▇▇▇).

“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group” means ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and each direct or indirect Subsidiary of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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) ▇▇▇▇▇▇▇▇-▇▇▇▇▇, acting through its own or procured through other members of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group and their respective employees, agents, contractors or independent third parties,

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 “▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the other members of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group (solely with respect to the Retained Business) the services set forth in Schedules B-[ ] to B-[ ] hereto and any additional services provided to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or the other members of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group pursuant to Section 2.3 of this Agreement (the “Halyard Services” and, collectively with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ for ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ for Halyard. Unless ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and Halyard otherwise agree, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and Halyard agree that all notices and communications relating to this Agreement, other than those day-to-day communications and ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

Section 2.3 Additional Services. During the period (the “Transition Period”) from the Distribution Date until the second anniversary of the Distribution Date, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Documents and Other Information.

(a) Except for software licensed from third parties that are not Affiliates of ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all software used in or in connection with any part of the Retained Business (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Software”), is proprietary to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or its Affiliates and, to the extent it is necessary to license or sublicense such software to Halyard in order for ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to provide the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Software relates terminates or ceases to be provided under this Agreement. Halyard agrees not to use the licensed or sublicensed ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Services, certain employees of Halyard may receive access to computer, communications or information networks or systems of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or its Affiliates, and any related documentation (collectively, “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems”). Halyard shall access and use only those ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems is strictly limited to those employees of Halyard approved in advance by ▇▇▇▇▇▇▇▇-▇▇▇▇▇. With respect to all ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems to which any employee of Halyard has access as a result of the Services being provided, Halyard (i) shall use such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems; (ii) shall comply with all of ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ system security policies, procedures and requirements that are provided to Halyard from time to time (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Security Regulations”); and (iii) shall not tamper with, compromise or circumvent any security or audit measures employed by ▇▇▇▇▇▇▇▇-▇▇▇▇▇. Halyard shall ensure that only those employees acting on its behalf who are specifically authorized to have access to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems of the restrictions set forth in this Agreement and of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Security Regulations, (ii) any unauthorized employee of the Halyard Group or Person acting on its behalf accesses ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Halyard shall promptly terminate any such employee’s or Person’s access to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems and immediately notify ▇▇▇▇▇▇▇▇-▇▇▇▇▇. In addition, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall have the right to deny any employee of the Halyard Group or other Person acting on the Halyard Group’s behalf access to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems in the event that ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ in investigating any apparent unauthorized access to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ in order for Halyard to provide the Halyard Services, such software is hereby licensed or sublicensed non-exclusively, royalty-free to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ solely for use in connection with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Business and only until the earlier of the termination of this Agreement or the

time at which the Service to which such Halyard Software relates terminates or ceases to be provided under this Agreement. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ agrees not to use the licensed or sublicensed Halyard Software or related documentation (other than in connection with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ may receive access to computer, communications or information networks or systems of Halyard or its Affiliates, and any related documentation (collectively, “Halyard Systems”). ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall access and use only those Halyard Systems for which it has been granted the right to access and use. ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ approved in advance by Halyard. With respect to all Halyard Systems to which any employee of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ has access as a result of the Services being provided, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ from time to time (“Halyard Security Regulations”); and (iii) shall not tamper with, compromise or circumvent any security or audit measures employed by Halyard. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group or other Person acting on its behalf seeks to circumvent, or circumvents, the Halyard Security Regulations, (ii) any unauthorized employee of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group or Person acting on its behalf accesses Halyard Systems, or (iii) any employee or representative of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group engages in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group or other Person acting on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall cooperate with Halyard in investigating any apparent unauthorized access to Halyard Systems.

(d) Without limiting the generality of any other provision hereof, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ no longer requires access to Halyard Systems with respect to specific software, functions, systems or services, ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Group will provide the Halyard Group and its authorized representatives such access to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and any other member of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ fails to provide the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall be, at ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ 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, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

(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

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.

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

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.

(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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇.

(d) Without limiting the generality of any other provision hereof, (i) none of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Systems or that ▇▇▇▇▇▇▇▇-▇▇▇▇▇ may gain from access to the Halyard Systems.

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.

(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.

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇, to:

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: General Counsel

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

If to Halyard, to:

Halyard Health, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: General Counsel

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

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

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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

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.

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


▇▇▇▇▇▇▇▇-▇▇▇▇▇ CORPORATION

By:
Name:
Title:

HALYARD HEALTH, INC.

By:
Name:
Title:

Signature Page to Transition Services Agreement

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			▇▇

▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ I: Resource Rate Cards			48
Appendix II: (Non-SAP Applications)			49

Transition Services

Transition Services Agreement (TSA) Schedule of Services for:

INFORMATION TECHNOLOGY


Schedule A-1:		Information Technology

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇ ▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Geographic Scope:		Global

Overview of Services:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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


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


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

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.

LOGO

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.

LOGO

Artifact III—ITS Milestone Progress and Termination/Extension Notification Schedule

This schedule contains milestone review dates where ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.

LOGO

Transition Services Agreement (TSA) Schedule of Services for:

FACILITIES / REAL ESTATE


Schedule A-2:		Facilities / Real Estate

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇ ▇▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Geographic Scope:		U.S. and Europe Sites

Overview of Services:		The Facilities / Real Estate services include on-going use of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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


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 ▇▇▇▇▇▇▇ 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

Transition Services Agreement (TSA) Schedule of Services for:

PROCUREMENT


Schedule A-3:		Procurement

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇ ▇▇▇▇▇▇

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


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


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

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, ▇▇▇▇
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, ▇▇▇▇
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Project management, training and analytics support
FTE Headcount		2			1
Cost/month	$	29,000		$	13,000

Transition Services Agreement (TSA) Schedule of Services for:

NORTH AMERICA SHARED SERVICES


Schedule A-4:		North America Shared Services

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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

▇▇


▇▇▇▇▇ ▇▇▇▇▇▇▇ 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%

▇▇


▇▇▇▇▇ ▇▇▇▇▇▇▇ 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

EUROPE, MIDDLE-EAST, & AFRICA (EMEA)


Schedule A-5:		Europe (Shared Services, Human Resources, Information Technology)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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


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


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


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

Transition Services Agreement (TSA) Schedule of Services for:

CORPORATE REPORTING


Schedule A-6:		Corporate Reporting

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇ ▇▇▇▇▇▇▇▇

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


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

Transition Services Agreement (TSA) Schedule of Services for:

TRANSPORTATION


Schedule A-7:		Transportation

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇ ▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

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


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

Transition Services Agreement (TSA) Schedule of Services for:

HUMAN RESOURCES


Schedule A-8:		Human Resources

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		Jeno Marvel

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇▇ ▇▇▇▇▇

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


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

Transition Services Agreement (TSA) Schedule of Services for:

LATIN AMERICA OPERATIONS (LAO)


Schedule A-9:		Latin America Operations (LAO)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇ ▇▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇▇▇▇▇ 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


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

Transition Services Agreement (TSA) Schedule of Services for:

RESEARCH & ENGINEERING (R&E)


Schedule A-10:		Research & Engineering (R&E)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇ ▇▇▇▇

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


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—▇▇▇▇▇

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—▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇—▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇ / STM 3010—5” ▇▇▇▇

▇▇

▇▇▇ ▇▇▇▇▇ / ▇▇▇ ▇▇▇▇—Air Permeability

STM 00164 / STM 3806—MOCON

STM 00165 / STM 4000—Cup Crush

STM 00180 / STM ▇▇▇▇—▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇ / 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

Transition Services Agreement (TSA) Schedule of Services for:

REGULATORY & QUALITY (R&Q)


Schedule A-11:		Regulatory & Quality

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇ ▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇▇ ▇▇▇▇▇▇

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


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

Transition Services Agreement (TSA) Schedule of Services for:

OPERATIONS SEPARATION (FTS, OTC, DISTRIBUTION)


Schedule A-12:		Operations Separation (FTS, OTC, Distribution)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		OTC: ▇▇▇▇ Hand FTS, Distribution:

Geographic Scope:		U.S.

Overview of Services:		The Operations Separation services are composed of Center of Excellence (▇▇▇) 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


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

Transition Services Agreement (TSA) Schedule of Services for:

GLOBAL NONWOVENS (GNW)


Schedule A-13:		Global Nonwovens (GNW)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇ ▇▇▇▇

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

▇▇


▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇) 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



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, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇ 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


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

Transition Services Agreement (TSA) Schedule of Services for:

ASIA-PACIFIC (APAC)


Schedule A-14:		Asia-Pacific (APAC)

Provider:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Provider Contact:		▇▇▇▇▇ ▇▇▇▇▇▇

Recipient:		Halyard Health, Inc.

Recipient Contact:		▇▇▇▇▇ ▇▇▇▇▇▇

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


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)


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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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)


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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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

Reverse Transition Services

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:		▇▇▇▇▇▇ ▇▇▇▇▇

Recipient:		▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation

Recipient Contact:		▇▇▇ ▇▇▇▇▇▇▇

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

Appendix

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]	▇▇▇▇▇▇▇ ▇ ▇▇▇ = 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

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
		▇▇▇▇▇▇▇▇▇▇ 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


		FirstStrike
		FX All
		GLSU—General Ledger Spreadsheet Uploader—APAC
		HDS
		HighRadius—ACA
		HighRadius—POD Retrieval
		HSBC
		Hyperion Financial Management
		JPMC Access—▇▇ ▇▇▇▇▇▇
		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
		▇▇▇▇▇▇- France Payroll
		Ancile—RWD uPerform
		Articulate Studio Pro 13
		BKC Clone and Test
		Ceridian—UK Payroll
		Citibank Integration
		ComplianceWire


		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 (▇▇▇)
		HR Royal Bank of Canada-Electronic Payment Manager
		HR Tax Factory
		HRIS Payroll—Australia (▇▇▇▇▇)
		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


		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 ▇▇▇▇▇—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


		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
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇
		KC Travel Center Website
		▇▇▇▇▇ 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
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇
		JDA Agile Business Process Platform
		KC CPT Quoting Tool
		Label Matrix
		PC*Miler


		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


		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
		▇▇▇▇▇▇▇▇▇▇.▇▇▇ (SFDC)


		SmartFold Calculator Mobile Application
		Tableau
		Websites
		WebTrends OnDemand
		Wistia

Sustainability		SoFi5
		Sustainability Database (KCSDB)

Websites		▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇.▇▇▇
		▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇
		internet-au.com.halyardhealth
		internet-com.haiwatchdog
		internet-com.halyardhealth
		internet-com.halyardhealth.facebook
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇
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		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇-▇▇▇
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇-▇▇▇.▇▇
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		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇-▇
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇▇▇▇▇
		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


		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


		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

EX-10.1 2 d714139dex101.htm EX-10.1 TRANSITION SERVICES AGREEMENT

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