EX-10.2 3 ea028015701ex10-2.htm AGGREGATION SERVICE AGREEMENT FOR BATTERY ENERGY STORAGE SYSTEM (BESS) BETWEEN AND AMONG THE COMPANY, OMNIA AND OELION, DATED MARCH 6, 2026

Exhibit 10.2

 

March 6th, 2026

 

 

 

Aggregation Service Agreement

 

For Battery Energy Storage System (BESS)

 

 

 

between

 

Oelion AB

 

as Developer

 

and

 

Nuvve Holding Corp.

 

as Service Provider

 

and

 

OMNIA Group Holdings AG

 

as Guarantor

 

 

 

 

Contents

 

CLAUSE   PAGE
Aggregation SERVICE AGREEMENT FOR BATTERY ENERGY STORAGE SYSTEM (BESS)   2
1. Defined Terms and Abbreviations   2
2. Scope of Services   4
3. Software and Platform   5
4. Operating Standards and Technical Requirements   5
5. Compliance with Law   5
6. Performance Standards   5
7. Compensation and Fee Structure   6
8. Pass-Through-Costs   6
9. Limitation of Liability   7
10. Maintenance and Planned Downtime   7
11. Reporting and Transparency   8
12. Suspension of Services   8
13. Guarantee   9
14. Term and Termination   10
15. Force Majeure   11
16. Confidentiality   12
17. Permitted Disclosure   14
18. No Assignment   14
19. Costs and Expenses   15
20. Notices   15
21. Intellectual Property Rights   16
22. Data Protection   16
23. Miscellaneous   16
24. Governing Law; Dispute Resolution   17
25. Severability   17

i

 

THIS Aggregation Service AGREEMENT For Battery Energy STorage System (“BESS”) (the “Agreement”) is entered into as of March 6th, 2026 (“Effective Date”)

 

BETWEEN

 

(1)Oelion AB, a company organized under the laws of Sweden, registered under company register no. 559481-1308 with its registered office at Kungsportsavenyen 26, Box 19055, 400 12 Göteborg, Sweden

 

– hereinafter referred to as “Developer” –

 

(2)Nuvve Holding Corp., a corporation organized under the laws of Delaware, with its registered office at 2488 Historic Decatur Road, Suite 230, San Diego, Ca 92106

 

– hereinafter referred to as “Service Provider” –

 

The persons listed in no. (1) to (2) above are also referred to collectively as the “Parties” and each as the “Party”.

 

(3)OMNIA Group Holdings AG, a company organized under the laws of Switzerland, with its registered office at c/o Gyseler AG, Ruessenstrasse 6, 6340 Baar,

 

– hereinafter referred to as “Guarantor” –

 

Preamble

 

(H)WHEREAS this Preamble is designed to only facilitate the reading of this Agreement; nothing stated in this Preamble is intended to be used for interpreting this Agreement. Binding rights and obligations of the Parties and the Guarantor are only created by the provisions of this Agreement following this Preamble.

 

(I)WHEREAS the Guarantor is the ultimate parent company of the Developer.

 

(J)WHEREAS the Service Provider is a publicly traded corporation listed on Nasdaq and is engaged in, inter alia, the business of vehicle-to-grid technology and energy aggregation services.

 

(K)Whereas on March 6th 2026, the Service Provider, the Developer, and the Guarantor entered a Cooperation Agreement (“CA”) according to which, for the benefit of the Service Provider, the parties of the CA wish to establish (i) a right of first refusal and (ii) an exclusive right to provide energy aggregation services as well as engineering and managerial consulting services to any new project of the Guarantor and its Affiliates in Europe.

 

(L)WHEREAS the Developer is expected to own and operate a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden (the “Project”) and to hold an interconnection agreement with the relevant grid operator regarding the interconnection of the Project to the electricity grid, currently providing for 40 MW interconnection with a planned upgrade to 50 MW (the “Interconnector Agreement”).

 

(M)WHEREAS, pursuant to Section 5 of the CA, the Developer and the Guarantor grant the Service Provider an exclusive option right to enter into an aggregation service agreement in relation to the Project which may be exercised by the Service Provider by providing written notice to the Guarantor of its intention to exercise the option right.

 

(N)WHEREAS in fulfilment of such option right, the Parties and the Guarantor enter into this Agreement governing the provision of the aggregation services.

 

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NOW, THEREFORE, IT IS AGREED as follows:

 

Aggregation SERVICE AGREEMENT
FOR BATTERY ENERGY STORAGE SYSTEM (BESS)

 

11.Defined Terms and Abbreviations

 

In this Agreement the following terms and abbreviations shall have the following meanings unless otherwise expressly stated in the individual case:

 

  Affiliate “Affiliate” means any entity directly or indirectly controlled by, controlling, or under common control with one of the Parties. For this purpose, “control” means the possession, directly or indirectly, of the power to direct the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
     
  aFRR shall have the meaning as set forth in Section 12.1.3.
     
  Aggregation Service Fee shall have the meaning as set forth in Section 17.1
     
  Agreement shall have the meaning as set forth before the Preamble.
     
  Ancillary Services shall have the meaning as set forth in Section 12.1.5.
     
  Background IP shall have the meaning as set forth in Section 31.1.
     
  Battery Operating Manual shall have the meaning as set forth in Section 14.1
     
  BESS shall have the meaning as set forth before the Preamble.
     
  Confidential Information shall have the meaning as set forth in Section 26.1.
     
  C-rates shall have the meaning as set forth in Section 14.1(c).
     
  Developer shall have the meaning as set forth before the Preamble.
     
  DSO shall have the meaning as set forth in Section 18.1.
     
  Effective Date shall have the meaning as set forth before the Preamble.
     
  Energy Arbitrage shall have the meaning as set forth in Section 12.1.
     
  EPC shall have the meaning as set forth in Section 25.4.
     
  FCR-N shall have the meaning as set forth in Section 12.1.1.
     
  FCR-D shall have the meaning as set forth in Section 12.1.2.
     
  FDI shall have the meaning as set forth in Section 27.3.
     
  Force Majeure shall have the meaning as set forth in Section 25.1.
     
  Foreground IP shall have the meaning as set forth in Section 31.2.

 

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  GDPR shall have the meaning as set forth in Section 32.
     
  Guarantor shall have the meaning as set forth before the Preamble.
     
  Information shall have the meaning as set forth in Section 26.1.
     
  Information Recipient shall have the meaning as set forth in Section 26.2.
     
  Interconnector Agreement shall have the meaning as set forth in Preamble (L)(K).
     
  KPI shall have the meaning as set forth in Section 16.
     
  Liability Cap shall have the meaning as set forth in Section 19.1.
     
  Manufacturer’s Warranty shall have the meaning as set forth in Section 14.1.
     
  Market Availability shall have the meaning as set forth in Section 16.1.1.
     
  mFRR shall have the meaning as set forth in Section 12.1.4.
     
  CA shall have the meaning as set forth in the Preamble (K).
     
  Net Revenue shall have the meaning as set forth in Section 17.4.
     
  Party/ Parties shall have the meaning as set forth before the Preamble.
     
  Planned Downtime shall have the meaning as set forth in Section 20.1.
     
  Project shall have the meaning as set forth in Preamble (L).
     
  Service Provider shall have the meaning as set forth before the Preamble.
     
  Services shall have the meaning as set forth in Section 12.1.
     
  SoC shall have the meaning as set forth in Section 14.1(a).
     
  Term shall have the meaning as set forth in Section 24.1.
     
  TSO shall have the meaning as set forth in Section 18.1.

 

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12.Scope of Services

 

12.1The Service Provider shall act as the exclusive agent for the BESS across the revenue streams further specified in Exhibit 2.1 for the Project in Marviken, Sweden (“Services”). The Services comprise the following revenue streams related to ancillary services and energy arbitrage:

 

12.1.1Frequency Containment Reserve – Normal (“FCR-N”): This service constitutes a primary control reserve, which is automatically activated to stabilize the grid frequency around 50 Hz in the event of supply-demand imbalances.

 

12.1.2Frequency Containment Reserve – Disturbance (“FCR-D”): This service constitutes a primary control reserve automatically activated during significant frequency disturbances to restore grid stability, requiring rapid power adjustment capabilities and available in both upward (increasing output) and downward (decreasing output) directions.

 

12.1.3Automatic Frequency Restoration Reserve (“aFRR”): This service constitutes a secondary control reserve service that automatically restores the frequency to its nominal value and manages power exchanges between control areas through continuous activation signals.

 

12.1.4Manual Frequency Restoration Reserve (“mFRR”): This service constitutes a tertiary control reserve service that is manually activated to replace activated secondary reserves and restore the balance between generation and consumption over longer timeframes.

 

12.1.5Day-Ahead/Intraday Arbitrage: This service involves a trading strategy of purchasing electricity at low prices and selling at high prices, utilising price volatility across different timeframes to maximise revenue.

 

For purposes of this Agreement, “Ancillary Services” refers to the frequency control reserve services specified in Sections 2.1.1 – 12.1.4 (FCR-N, FCR-D, aFRR, and mFRR), while “Energy Arbitrage” refers to the Day-Ahead/Intraday Arbitrage trading strategy specified in Section 12.1.5.

 

12.2The Service Provider undertakes to optimize and operate the BESS in accordance with the provisions of this Agreement, with the aim of maximising revenues for the Developer.

 

12.3The Developer shall provide the Service Provider with reasonable access to relevant information and personnel necessary for the effective performance of the Services. In particular, the Developer shall:

 

12.3.1Perform the co-operation duties in good faith and in a timely manner.

 

12.3.2Provide the Service Provider with all data and information in its possession which the Service Provider needs for the provision of the Services within five (5) calendar days of request.

 

12.3.3Make decisions on all matters properly referred to it by the Service Provider in such reasonable time and manner so as not to delay or disrupt the performance of the Services by the Service Provider.

 

12.3.4Provide reasonable access to its premises, particularly the Project site in Marviken, Sweden, to the extent necessary for providing the Services.

 

12.3.5Use the Services solely for the Project at location in Marviken, Sweden and not for any other purpose without the prior written consent of the Service Provider.

 

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12.4The Developer acknowledges that failure to comply with its obligations under Section 12.3 may result in the Service Provider being unable to fulfil the Services, and such failure shall not constitute a breach of this Agreement by the Service Provider. Furthermore, if the Developer’s failure to comply with its obligations under Section 12.3 results in lost revenues, increased costs, or other damage to the Service Provider, the Developer shall be liable to compensate the Service Provider for such losses. In such cases, the Service Provider shall be entitled to suspend its obligations under this Agreement until the Developer cures such failure, and the time for performance of the Service Provider’s obligations shall be extended accordingly.

 

13.Software and Platform

 

Optimization shall be conducted through the Nuuve GIVeTM platform or any other platform belonging to Nuvve, any of its subsidiary or any platform licensed by Nuvve. The Developer shall be granted real-time access on view-only basis to the platform dashboard.

 

14.Operating Standards and Technical Requirements

 

14.1The Service Provider shall operate the BESS in accordance with the manufacturer’s operating manual (“Battery Operating Manual”) and warranty conditions (“Manufacturer’s Warranty”). This shall include strict compliance with the following technical parameters:

 

(a)The state of charge (“SoC”) limits as specified by the Battery Operating Manual shall not be fallen below or exceeded. Operating outside these limits may cause permanent damage to battery cells and void warranty coverage.

 

(b)The operating temperature of the battery must be maintained within the minimum and maximum temperatures specified by the Battery Operating Manual; Temperature extremes can significantly impact battery performance, lifespan, and safety.

 

(c)The charging and discharging power rates (“C-rates”) shall not exceed the maximum values defined in the Battery Operating Manual. Excessive C-rates can cause accelerated degradation, thermal runaway, and safety hazards.

 

15.Compliance with Law

 

The Parties and the Guarantor shall comply with all applicable laws, regulations, and regulatory requirements, particularly all relevant Swedish and European Union regulations, including Regulation (EU) 2023/1542 on batteries and waste batteries (EU Battery Regulation), as well as the applicable energy and electricity market regulations.

 

16.Performance Standards

 

When the site has been connected to the grid and the site is in operational state, he Service Provider undertakes to achieve and maintain the following Key Performance Indicators (“KPIs”):

 

16.1.1The Service Provider shall maintain a market availability (“Market Availability”) of greater than ninety percent (90 %) per calendar year/month. Planned Downtime, as defined in Section 20.1, shall be excluded, provided that it is notified in accordance with Section 20.2.

 

The Service Provider shall not exceed the maximum of 731 equivalent full cycles per calendar year. Equivalent full cycles are calculated as: Net energy throughput.

 

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17.Compensation and Fee Structure

 

17.1The Service Provider shall be entitled to a service fee equal to nine percent (9.0 %) of Top Line Revenue as defined in Section 17.2 generated from the operation of the BESS subject to this Section 17 and the pass-through costs as set out in Section 18 (“Aggregation Service Fee”).

 

17.2For purposes of this Agreement, “Top Line Revenue” shall mean all gross revenues received by or on behalf of the Developer from the following sources:

 

17.2.1Revenues from participation in the Ancillary Services and other balancing services markets.

 

17.2.2Revenues from Energy Arbitrage and other spot market electricity trading.

 

17.2.3Any other revenues directly attributable to the operation of the battery storage system(s), excluding grid fees, taxes, and third-party service charges.

 

17.3The Aggregation Service Fee shall be calculated monthly based on the Top Line Revenue collected during the respective calendar/ month. Calculation shall be performed by the Service Provider within ten (10) calendar days following the end of each calendar month. The Aggregation Service Fee shall become due and payable within fifteen (15) calendar days following the actual collection of the corresponding revenues by the Service Provider. Payment shall be made via bank transfer to the account designated in writing by the Service Provider.

 

17.4If any payment of the Aggregation Service Fee is not received by the due date, the Developer shall pay an administrated late fee of five percent (5 %) of the outstanding balance and an interest fee on the overdue amount at a rate of one percent (1 %) per month or the maximum rate permitted by law, whichever is less, calculated from the due date until the date of actual payment.

 

18.Pass-Through-Costs

 

18.1All distribution system operation (“DSO”) and transmission System Operator (“TSO”) connection fees, capacity fees connection and capacity fees (SE3 regional rates) are treated as pass-through costs and deducted from Top Line Revenue before the calculation of the Aggregation Service Fee. The Service Provider is responsible for timely payment of these fees and shall be reimbursed promptly by the Developer no later than 10 business days after the Service Provier’s submission of corresponding invoices to the Developer.

 

18.2The Service Provider shall provide the necessary bank guarantees or cash collateral required by Nord Pool and Svenska kraftnät. The cost of this credit support shall be reimbursed by the Developer quarterly upon submission of corresponding cost documentation.

 

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19.Limitation of Liability

 

19.1Subject to Section 19.6, the Service Provider’s aggregate liability under and in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited as set out in this Section 19.

 

19.2The Service Provider’s maximum liability for any calendar month shall not exceed the Aggregation Service Fee as calculated in the Sections 17 and 18 payable by the Developer (“Liability Cap”).

 

19.3The Liability Cap set forth in Section 19.2 shall apply to the aggregate of all claims, losses, damages, costs, and expenses arising from any and all breaches of this Agreement occurring within the same calendar month, regardless of the number of breaches or the nature of such breaches.

 

19.4For the avoidance of doubt, multiple breaches of obligation within the same calendar month shall not result in multiple Liability Caps. Instead, all such breaches shall be subject to the single Liability Cap for that month.

 

19.5The determination of which Liability Cap applies shall be based on the calendar month in which the breach occurred, irrespective of when such breach was discovered or claimed. For breaches that continue across multiple calendar months, the Liability Cap of the month in which the breach initially occurred shall govern the entire breach.

 

19.6The Liability Cap shall not apply to any liability arising from the Service Provider’s gross negligence or willful misconduct, or any liability that cannot be limited or excluded by applicable law.

 

19.7The Service Provider shall not be liable for any indirect losses, including – but not limited to – loss of profit, loss of revenue, loss of data, loss of goodwill, business interruption or any other consequential damages, regardless of the cause and regardless of whether such losses were foreseeable.

 

20.Maintenance and Planned Downtime

 

20.1The Developer is entitled to 120 hours of planned downtime per contract year for physical maintenance (“Planned Downtime”).

 

20.2The Developer must provide fourteen (14) calendar days’ notice to the Service Provider to ensure no market commitments (e.g., FCR-D bids) are active during that period. For urgent maintenance, the notice period may be reduced to seven (7) calendar days, provided this is communicated in writing to the Service Provider.

 

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20.3Properly notified Planned Downtime shall be excluded from the Market Availability KPI calculation further specified in Section 16.1.1.

 

21.Reporting and Transparency

 

21.1The Service Provider shall prepare and submit monthly reports to the Developer by the 21 day of each following month. Each report shall contain a line-by-line audit of all trading activities, TSO activations, and a “Degradation Log” documenting the cumulative impact of trading operations on battery health.

 

21.2The Service Provider is responsible for all balancing service provider duties, including pre-qualification (valid for 5 years in Sweden) and real-time telemetry provision. The Service Provider shall ensure that all Svenska Kraftnät requirements are continuously met, and all necessary certifications remain current.

 

21.3The Developer may appoint a third-party auditor once per year to verify the Top Line Revenue calculations.

 

22.Suspension of Services

 

22.1For purposes of this Agreement, “Suspension of Services” means the Service Provider’s right to temporarily cease providing the Services under certain circumstances.

 

22.2The Service Provider shall have the right to suspend the provision of all or any part of the Services upon written notice to the Developer if:

 

22.2.1The Developer fails to pay any amount due under this Agreement within fifteen (15) days after the due date.

 

22.2.2The Developer breaches any material obligation under this Agreement, and such breach continues for more than ten (10) days after written notice from the Service Provider.

 

22.2.3The Developer fails to provide the cooperation, information, or access required under Section 12.3, and such failure materially impairs the Service Provider’s ability to perform the Services.

 

22.2.4The Service Provider reasonably believes that the Developer is using the Services in a manner that violates applicable laws or regulations or infringes third-party rights, or

 

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22.2.5The Developer becomes subject to insolvency proceedings or is unable to pay his debts as they fall due.

 

22.3The Service Provider shall provide the Developer with at least five (5) calendar days’ prior written notice of its intention to suspend the Services, except in cases of emergency or where immediate suspension is necessary to prevent imminent harm to the Service Provider or third parties.

 

22.4The Service Provider shall resume the provision of the Services within five (5) calendar days after the Developer cures the breach or condition that gave rise to the suspension, provided that the Developer has paid all amounts due during the suspension period.

 

22.5The Service Provider shall not be liable to the Developer for any damages, losses, or liabilities arising from or related to any Suspension of Services in accordance with this Section 21.1.

 

23.Guarantee

 

23.1The Guarantor unconditionally and irrevocably guarantees to the Service Provider the due and punctual payment and performance of all obligations of the Developer under this Agreement.

 

23.2In particular, the Guarantor guarantees the full and timely payment of all amounts due under this Agreement, including but not limited to:

 

23.2.1The compensation of the Aggregation Service Fee according to Section 17.1;

 

23.2.2The compensation of the pass-through costs according to Section 18;

 

23.2.3Any late payment interest, including the provisions under Section 17.4;

 

23.2.4Any costs, expenses, or fees incurred by the Service Provider in enforcing this Agreement or collecting payments; and

 

23.2.5Any other obligations of the Developer under this Agreement.

 

23.3The guarantees provided by the Guarantor under Section 23.2 shall remain in full force and effect until all obligations of the Developer under this Agreement have been fully satisfied.

 

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23.4The guarantees provided by the Guarantor under Section 23.2 shall be primary obligations, such that the Service Provider may proceed directly against the Guarantor without first pursuing any remedies against the Developer.

 

23.5The Guarantor shall be liable for the full performance of all obligations of the Developer under this Agreement.

 

23.6The Guarantor waives any right to require the Service Provider to pursue any remedy against the Developer or any other security before enforcing the guarantee

 

24.Term and Termination

 

24.1The initial term of this Agreement shall commence on the Effective Date and continue until 31 December 2040. Upon expiration of the initial term, this Agreement shall automatically renew for successive one (1)-year periods, unless either Party provides written notice of termination to the other Party at least three (3) months prior to the expiration of the then-current term. The provisions of this Section 24.1 shall collectively be referred to as the “Term”.

 

24.2The Developer may terminate this Agreement immediately if any of the following grounds exist:

 

24.2.1The Service Provider fails the Market Availability KPI (<90%) for three consecutive months.

 

24.2.2The actual Net Revenue falls below the Revenue Floor for six (6) consecutive months.

 

24.2.3A material breach of the battery warranty occurs due to negligent bidding.

 

24.3Each Party may terminate this Agreement immediately if any of the following grounds exist:

 

24.3.1Material breach of this Agreement by the other Party that remains uncured after 14 days’ written notice.

 

24.3.2Insolvency or bankruptcy proceedings initiated against the other Party.

 

24.3.3Any other circumstance that makes continued performance of this Agreement unreasonable for the other Party under the principles of good faith.

 

24.3.4The Developer’s failure to pay any amount due under this Agreement for more than thirty (30) days after the due date.

 

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24.4If a circumstance arises that entitles the Service Provider to exercise rights under both Section 13 and Section 15, the Service Provider shall be free, at its sole discretion, to determine which remedy, if any, it wishes to exercise. The choice of one remedy shall not limit, waive, or prejudice the Service Provider’s right to exercise any other remedy arising from the same or any subsequent circumstance.

 

24.5If the Parties, or any of their respective Affiliates, have entered into one or more agreements relating to the same project or to any other cooperation between them, any material breach committed by the Developer or any Developer Affiliate under any such agreement shall entitle the Service Provider, at its sole discretion, to:

 

i)Terminate the breached agreement;

 

ii)Terminate any or all the other agreement between the Parties or their Affiliates;

 

iii)Suspend performance under such agreements; or

 

iv)Execise any other remedy available under this Agreement or applicable law.

 

24.6The Service Provider’s choice of remedy shall be entirely discretionary and shall not limit, waive, or prejudice its right to exercise any other remedy at any time, whether arising from the same breach or a subsequent breach.

 

24.7Upon ending of the respective Services by expiration of time or by termination, the Developer shall immediately cease to use the respective Services and immediately return at the Developer’s own expense all of the items and equipment to the Service Provider that was provided by the Service Provider in connection with the respective Services. In this respect, it is agreed that the Developer shall be solely responsible for negotiating with and paying all costs to the relevant third parties in order to be provided with same or similar services.

 

24.8In case of ending this Agreement by expiration of time or by termination, the Service Provider may invoice the Transitional Services Charges not yet invoiced for the Services provided up to that point.

 

24.9The obligations pursuant to sections 25 to 34 shall survive the ending of this Agreement or a particular Service, respectively.

 

25.Force Majeure

 

25.1For purposes of this Agreement, “Force Majeure” means any event or circumstance that is beyond the reasonable control of a Party or the Guarantor and that prevents, hinders, or delays such Party or the Guarantor from performing its obligations under this Agreement, provided that such event or circumstance could not have been avoided by reasonable precautions and could not have been overcome by reasonable diligence. Force Majeure events include, but are not limited to grid failure, natural disasters, act of God, war, infrastructure and system failures, regulatory and legal changes.

 

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25.2If a Party or the Guarantor is prevented, hindered, or delayed in the performance of any of its obligations under this Agreement by a Force Majeure event, that Party’s or Guarantor’s obligations, to the extent affected by the Force Majeure event, shall be suspended for the duration of the Force Majeure event.

 

25.3The Party or the Guarantor affected by a Force Majeure event shall promptly notify the other Party or the Guarantor in writing, describing the nature of the event, its expected duration, and the measures being taken to mitigate its effects.

 

25.4Notwithstanding any other provision of this Agreement, if the Service Provider is also acting as the engineering, procurement, and construction (“EPC”) contractor for the BESS Project, the occurrence of a Force Majeure event under the EPC contract shall not automatically constitute a Force Majeure event under this Agreement.

 

25.5If the Service Provider is also the EPC contractor, Force Majeure under the EPC contract shall not automatically trigger Force Majeure under this Agreement unless the physical asset is damaged.

 

26.Confidentiality

 

26.1The Parties and the Guarantor acknowledge that in connection with this Agreement and the providing of Services they may have received and/or may receive information on each other relating to and including trade and business secrets as well as information regarding the business, financial situation, products and prospects, processes and methodologies, and any other documentation in whatever form (“Information”). Such Information is confidential information in case it is marked as confidential or described as confidential at the time of disclosure or if a reasonable third party would define it of such quality which needs protection and therefore should be treated confidential (“Confidential Information”).

 

Confidential Information does not include any Information,

 

26.1.1which becomes generally available to the public other than because of a breach of this Section 26 or another obligation under this Agreement,

 

26.1.2which is received from a third party, except if provided on behalf of the Service Provider and provided that the third party is not bound by an obligation of confidentiality with respect to such information towards the respective disclosing party,

 

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26.1.3which was legally in a Party’s or the Guarantor’s possession without obligations of confidentiality to the other Party or the Guarantor prior to such information being furnished as Confidential Information, or

 

26.1.4which is independently developed by a Party or the Guarantor without use of, reference to, or relying on any Confidential Information of the other Party or the Guarantor.

 

26.2In respect of Confidential Information of the Parties and the Guarantor, each Party and the Guarantor receiving such Confidential Information (“Information Recipient”) shall

 

26.2.1keep Confidential Information in strict confidence,

 

26.2.2protect Confidential Information against unauthorized access and accidental disclosure,

 

26.2.3not disclose Confidential Information to third parties except with the prior written consent of the disclosing Party or the disclosing Guarantor,

 

26.2.4use Confidential Information only in connection with and to the extent required for the performance of this Agreement and the providing of Services,

 

26.2.5keep duplications or copies of Confidential Information to a minimum, and

 

26.2.6promptly inform the disclosing Party or the disclosing Guarantor about any breach of this section 26 or unauthorized disclosure of Confidential Information.

 

26.3If the Developer, the Guarantor, or any of their respective Affiliates discloses any Confidential Information of the Service Provider in breach of this Agreement, the Developer shall pay liquidated damages to the Service Provider in an amount equal to EUR 50,000 per breach.

 

26.4For the avoidance of doubt, a breach that continues over time shall constitute a continuing breach, and liquidated damages shall accrue for each calendar month (or part thereof) during which the breach persists. Repeated disclosures or separate acts of unauthorized disclosure shall be treated as separate breaches, each giving rise to liquidated damage.

 

26.5Payment of liquidated damages does not limit the Service Provider’s right to claim higher proven damages or to seek injunctive or equitable relief.

 

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27.Permitted Disclosure

 

27.1Notwithstanding the obligations under Section 26, the Information Recipient may disclose Confidential Information to

 

27.1.1its managers, directors, corporate bodies, and employees who have a need to know such Confidential Information in connection with this Agreement or the Services; and

 

27.1.2its consultants, including lawyers, tax advisors, auditors, and business consultants, who are engaged in connection with this Agreement or the Services,

 

27.1.3provided that these companies, entities, persons, or bodies are bound by confidentiality obligations similar to those under this Agreement or are professionally bound to equivalent confidentiality obligations and such disclosure is in accordance with the applicable laws. The Information Recipient shall remain fully liable for any of the above companies, entities, persons, and bodies maintaining the confidentiality of Confidential Information to the same extent as set out in this Agreement.

 

27.2The Information Recipient may further disclose Confidential Information if and to the extent compelled by law or court or administrative order, if it has informed the disclosing party about such requirement in advance and has permitted the disclosing party a reasonable period to intervene and contest such disclosure (if and to the extent permitted by law). Upon request, the Information Recipient shall assist the disclosing party in the defence against any such court or administrative order.

 

27.3Notwithstanding the foregoing obligations, each Party and the Guarantor shall be entitled to disclose Confidential Information to the extent required by law or regulation in connection with foreign direct investment (“FDI”) review proceedings and the Foreign Trade Regulation. Such disclosure shall be limited to the information reasonably necessary for compliance with such FDI review requirements and shall be made only to the competent authorities responsible for conducting such reviews. The disclosing Party or the disclosing Guarantor shall use reasonable efforts to ensure that any such Confidential Information disclosed to authorities is treated as confidential by such authorities to the extent permitted by applicable law.

 

28.No Assignment

 

The Developer nor the Guarantor shall be entitled to assign any rights or claims under this Agreement without the written consent of the Service Provider.

 

The Service Provider shall be entitled to assign or transfer this Agreement, including any and all rights and obligations, receivables, and claims arising hereunder, in whole or in part and without the prior written consent of the Developer or the Guarantor, provided that such assignment or transfer is made to another entity within the Nuvve group.

 

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29.Costs and Expenses

 

Unless otherwise provided for in this Agreement, all costs, including fees and expenses, incurred one Party or the Guarantor in connection with the preparation, negotiation, signing and execution of this Agreement and the transactions contemplated herein, including the costs of advisors, shall be borne by each Party and the Guarantor itself.

 

30.Notices

 

All notices and other communications under this Agreement, except as explicitly provided otherwise, shall be made in writing and shall be delivered or sent by registered mail, courier or fax or e-mail with hand-signed PDF attachment to the addresses below or to such other addresses which may be specified by any Party or the Guarantor to the other Party or the Guarantor in the future in writing:

 

If to the Service Provider:

 

  Name: Nuvve Holding Corp.
  Attention: Gregory Poilasne
  Address: 2488 Historic Decatur Road, suite 230, San Diego Ca 92106
  E-mail: [***]

 

and with a copy for information purposes only to:

 

  Name: Nuvve Holding Corp.
  Attention: David Robson
  Address: 2488 Historic Decatur Road, suite 230, San Diego Ca 92106
  E-mail: [***]

 

If to the Developer:

 

  Name: Oelion AB
  Attention: Leo Adler
  Address:  
  E-mail:  

 

If to the Guarantor:

 

  Name: OMNIA Group Holdings AG
  Attention: Daniel Hansen
  Address:  
  E-mail:  

 

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31.Intellectual Property Rights

 

31.1Each Party and the Guarantor retain all rights in its pre-existing intellectual property (“Background IP”). The Developer acknowledges that the Service Provider’s Background IP constitutes valuable trade secrets and proprietary information. No license is granted to the other Party’s Background IP except as expressly provided herein.

 

31.2All intellectual property created by the Service Provider in performing the Services (“Foreground IP”) shall remain the exclusive property of the Service Provider.

 

31.3The Service Provider grants the Developer a non-exclusive, non-transferable, royalty-free license to use the Foreground IP and the Background IP solely for the Developer’s internal business purposes in connection with the Project.

 

31.4The Developer shall not use any Service Provider intellectual property for any purpose other than as expressly authorized herein and shall take all reasonable measures to protect the confidentiality and proprietary nature of such intellectual property.

 

32.Data Protection

 

When collecting, processing or using any personal data in the course of certain Services, the Parties and the Guarantor shall comply with all the applicable data protection provisions. To the extent a Party or the Guarantor processes data of the other Party or the Guarantor that is protected by the General Data Protection Regulation (Regulation (EU) 679/2016 (“GDPR”), the Parties and the Guarantor agree to conclude a data processing agreement and/or joint controllership agreement to ensure compliance with the GDPR.

 

33.Miscellaneous

 

33.1This Agreement together with its Exhibits contains the entire agreements between and declarations of the Parties and the Guarantor concerning the subject of the Agreement. It supersedes all prior agreements and conventions, oral and written declarations of intent and other binding or non-binding arrangements or side agreements between the Parties and the Guarantor concerning the subject of the Agreement.

 

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33.2All Exhibits to this Agreement shall form an integral part of this Agreement. In the event of a conflict between an Exhibit and a provision in this Agreement, the provision in this Agreement shall prevail.

 

33.3The headings in this Agreement have been inserted for convenience only and do not affect its interpretation.

 

33.4Amendments and additions to this Agreement require the written form to be effective unless a stricter form is prescribed by law. This also applies to any amendment to this written form clause.

 

34.Governing Law; Dispute Resolution

 

34.1This Agreement shall be governed by Swedish law and without regard to i) the UN Convention on the Sale of Goods and ii) its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) in accordance with the SCC Rules. The seat of arbitration shall be Stockholm, Sweden, and the language shall be English. The arbitral award shall be final and binding.

 

35.Severability

 

35.1Should one or more provisions of this Agreement be or become invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of this Agreement. The same shall apply if the Agreement does not contain an essential provision.

 

35.2In place of the invalid or unenforceable provision or to fill a contractual gap, such legally valid and enforceable provision shall apply which most closely reflects the commercial intention of the Parties and the Guarantor as regards the invalid, unenforceable or missing provision.

 

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SIGNATURES

 

Oelion AB   Nuvve Holding Corp.
     
represented by:   represented by:
     
/s/ Leo Adler  

/s/ Gregory Poilasne

Name: Leo Adler   Name: Gregory Poilasne
Title: Director   Title: CEO
         
OMNIA Group Holdings AG    
     
represented by:    
     

/s/ Daniel Hansen

    
Name: Daniel Hansen      
Title: CEO      

 

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Exhibit 3.3(b) – Engienering And Managerial Consulting Service Agreement

 

See next page

 

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