ORACLE® AMENDMENT NO. 1 TO CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS

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 000 Xxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 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/ Xxxx XxXx
Name:		Xxxx XxXx
Title:		AUTHORIZED SIGNATORY
Amendment Effective Date: 12/4/21
CERNER CORPORATION
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		EVP and Chief Legal Officer
Address:		0000 Xxxxxxxxx Xxxxxxx
		Xxxxxx Xxxx, XX 00000

EXHIBIT A

LIST OF ORACLE EMPLOYEES SUBJECT TO PARAGRAPH 11

Xxxx Xxxxxxx / EVP, Corporate Operations

Xxxx Xxxx / VP, Corporate Development

Xxxxxxx Xx / Sr. Manager, Corporate Development

Xxxx Xxxxx / SVP, Strategic Partnership

Xxxxx Xxxxxxx / SVP & Associate General Counsel

Xxx Xxxxxx / Corporate Counsel

Xxxxx Xxxxxxxxx / Anti-trust Counsel

Xxxxxxx Xxxxxx / SVP, Public Sector Legal

Xxxx Xxxxxx / VP, Privacy

Nady Nikonova / Sr. Anti-trust counsel

Xxxxx Xxxxx / Sr. Anti-trust counsel

Xxxx Xxxxxxx / EVP, Vertical Industries

Xxxxx Xxxxxx / SVP, Central Development Services

Xxxx Xxxxxxx / VP, Cloud Architecture

Xxxx Xxxxxxxx / SVP, Operations

Xxxxxxxxx Xxxxxx / SVP, Healthcare

Xxxxxxxx Xxxx / EVP, Operations

Xxxxxx Xxxxxxx / EVP, Chief Corporate Architect

Xxxxx Xxxxxxx / SVP, R&D

Xxxxx Xxxx / EVP & Chief Accounting Officer

Xxxxx Xxxxx / SVP & Corporate Controller

Ivgen Guner / EVP, Global Business Finance

Xxxx Xxxxxxx / SVP, Finance, Corp FP&A, OCI & Cloud Ops

Xxxxx Xxxxx / Sr. Director, Accounting

Xxxxxxx Xxxxxxxxxxxxx / Sr. Director, Rev Rec

Xxxx Xxxxxxxx / EVP, Tax

Xxxxxx Xxx / Assistant Treasurer & VP, Tax & Treasury

Xxxxxxx Xxxx / Assistant Treasurer & VP, International Tax & Treasury

Xxxxxxxx Xxxx / Director, Tax & Treasury

Xxxxxxxx Xxxxx / VP, Tax

XX Xxxxxxx / Director, Tax

Xxxx Xxxxxxx / EVP, Global Practices and Risk Management

Xxxxx Xxxx / SVP, Global Pricing

Xxxxx Xxxx / SVP, Global Practices

Xxxxxx Xxxx / Sr. Director, Pricing

Xxxxx Xxxxx / SVP, HR

Xxxxx Xxxxxx / Director, M&A HR