Exhibit 10.3
Assignment of Trademark
This agreement (the "Agreement") effective as of the 2nd day of February,
2004, is entered into by and between the Progressive Ventures, Inc. ("Assignor")
Global Axcess Corporation ("Assignee").
Whereas, in connection with the acquisition of certain assets of Assignor
by Assignee pursuant to Asset Purchase Agreement (the "Purchase Agreement")
dated January 21, 2004, Assignor has agreed to assign its rights in the word
▇▇▇▇ "Progressive ATM" that Assignor has used from time to time in connection
with its business; and
Now therefore, the parties hereby agree as follows:
1. Assignment. As of the date hereof, Assignor does hereby transfer and
assign to Assignee, and Assignee hereby accepts the transfer and assignment of,
all of Assignor's worldwide right, title and interest in, to and under the ▇▇▇▇,
together with the goodwill of the business associated therewith and which is
symbolized thereby, all rights to ▇▇▇ for infringement of the ▇▇▇▇ and any and
all renewals and extensions thereof that may hereafter be secured under the laws
now or hereafter in effect in the United States, the same to be held and enjoyed
by the said Assignee, its successors and assigns from and after the date hereof
as fully and entirely as the same would have been held and enjoyed by the said
Assignor had this Assignment of the ▇▇▇▇ not been made.
3. Terms of the Purchase Agreement. All provisions of the Purchase
Agreement are incorporated herein and govern this Assignment. Nothing herein is
intended to modify, limit or otherwise affect the representations, warranties,
covenants, agreements and indemnities contained in the Purchase Agreement, and
such representations, covenants, agreements and indemnities shall not be
superseded hereby but shall remain in full force and effect to the full extent
provided therein. In the event of any conflict or inconsistency between the
terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern.
4. Further Actions. Each of the parties hereto covenants and agrees, at the
requesting party's expense, to execute and deliver, such further instruments of
transfer and assignment and to take such other action as such other party may
reasonably request to more effectively consummate the assignments contemplated
herein.
5. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.
PROGRESSIVE VENTURES, INC.
By:__________________________
Name:
Title:
GLOBAL AXCESS CORPORATION
By:__________________________
Name:
Title: