Exhibit (e)(3)
ORACLE®
AMENDMENT NO. 1 TO CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS
This Amendment No. 1 (“Amendment”) to the Confidential Disclosure Agreement For Strategic Matters (“Agreement”), dated as of October 15, 2021, by and between Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and Cerner Corporation (“Company”), is entered into by the parties as of the effective date listed below (“Amendment Effective Date”) and amends the Agreement as follows:
1. Section 6 of the Agreement (Return of Materials; Termination) is hereby deleted in its entirety and replaced with the following:
Promptly upon written request from the disclosing party, the receiving party shall promptly return or destroy (at the receiving party’s option) all copies of the Evaluation Material in its or its Representatives’ possession, provided, that the receiving party shall only be required to use commercially reasonable efforts to return or destroy any Evaluation Material created pursuant to its or its Representatives’ standard electronic backup and archival procedures. Notwithstanding the foregoing, the receiving party and each of its Representatives may each retain one copy of the Evaluation Material to show compliance with this Agreement or to comply with applicable law, rule or regulation (or, in the case of a party’s advisors, professional standards). Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Amendment Effective Date; provided, however, that (i) sections 4 and 6 through 10 shall survive any termination of this Agreement and (ii) confidentiality obligations for all Evaluation Material that constitutes a trade secret shall survive until such information is no longer deemed a trade secret.
2. The following is hereby inserted as Section 11 of the Agreement: 11: (Designated Contacts for each Party)
Oracle has provided a list of names and titles of its employees as set forth on Exhibit A attached hereto who will be the only employees of Oracle who receive Evaluation Material or otherwise participate in the diligence process to evaluate a potential Transaction. Prior to any additional employees of Oracle being included to participate in the evaluation of the Transaction and added to Exhibit A, Oracle shall receive the written consent of the Company to include such employees on Exhibit A, such consent not to be unreasonably withheld.
| ORACLE CORPORATION | ||
| By: | /s/ Nick YuAn | |
| Name: | Nick YuAn | |
| Title: | AUTHORIZED SIGNATORY | |
| Amendment Effective Date: 12/4/21 | ||
| CERNER CORPORATION | ||
| By: | /s/ Daniel P. Devers | |
| Name: | Daniel P. Devers | |
| Title: | EVP and Chief Legal Officer | |
| Address: | 2800 Rockcreek Parkway | |
| Kansas City, MO 64117 | ||
EXHIBIT A
LIST OF ORACLE EMPLOYEES SUBJECT TO PARAGRAPH 11
Doug Kehring / EVP, Corporate Operations
Nick Yuan / VP, Corporate Development
Charles Ng / Sr. Manager, Corporate Development
Doug Smith / SVP, Strategic Partnership
Brian Higgins / SVP & Associate General Counsel
Rik Gadhia / Corporate Counsel
Dimos Dakanalis / Anti-trust Counsel
Michael Clancy / SVP, Public Sector Legal
Mark Partin / VP, Privacy
Nady Nikonova / Sr. Anti-trust counsel
David Boyle / Sr. Anti-trust counsel
Mike Sicilia / EVP, Vertical Industries
Brian Bowman / SVP, Central Development Services
Mike Prindle / VP, Cloud Architecture
Alec Glorieux / SVP, Operations
Stephanie Trunzo / SVP, Healthcare
Jennifer Birk / EVP, Operations
Edward Screven / EVP, Chief Corporate Architect
Craig Stephen / SVP, R&D
Corey West / EVP & Chief Accounting Officer
Scott Gawel / SVP & Corporate Controller
Ivgen Guner / EVP, Global Business Finance
Matt Stirrup / SVP, Finance, Corp FP&A, OCI & Cloud Ops
Nitin Gupta / Sr. Director, Accounting
Pallavi Keshavamurthy / Sr. Director, Rev Rec
Greg Hilbrich / EVP, Tax
Robert May / Assistant Treasurer & VP, Tax & Treasury
Sangita Mata / Assistant Treasurer & VP, International Tax & Treasury
Frederic Enea / Director, Tax & Treasury
Margaret Lukes / VP, Tax
JB Fanelli / Director, Tax
Rich Allison / EVP, Global Practices and Risk Management
Scott Toth / SVP, Global Pricing
Ellen Eder / SVP, Global Practices
Merkna Chee / Sr. Director, Pricing
Peter Shott / SVP, HR
Debra Carris / Director, M&A HR