Exhibit 10.2
CKX Inc.
650 Madison Avenue
New York, New York 10021
Ryan Seacrest, Trustee of
The Ryan Seacrest Revocable Trust UDT dated June 13, 2003
c/o Hansen, Jacobson, Teller, Hoberman, Newman, Warren & Richman, LLP
450 North Roxbury Drive
Beverly Hills, CA 90210
Re: Sale and Purchase of Good Will
The following sets forth the terms of the agreement between CKX, Inc. or one of its affiliates (“CKX”), on one hand, and Ryan Seacrest, trustee of The Ryan Seacrest Revocable Trust UDT dated June 13, 2003 (“Trust”), on the other:
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1. |
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Simultaneously with the execution hereof, CKX shall acquire and the Trust shall sell certain assets (the “Assets”) owned, used or held for use by the Trust (as described in paragraph 2 below) free and clear of any and all liens and encumbrances for total consideration of $15M (the “Consideration”) as more fully discussed in paragraph 6 below. |
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2. |
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The Assets shall be defined as: |
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a. |
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The exclusive and perpetual right to use the personal goodwill of Ryan Seacrest (“Ryan”), as it relates to the television show “American Idol,” including any manner, media, format, configuration or technology in which American Idol may appear (collectively, “AI”).” |
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b. |
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The exclusive and perpetual merchandising rights relating to Ryan solely in connection with AI and the exclusive and perpetual right to use (i) Ryan’s name, voice, signature, likeness, photograph, image, appearance, catchphrases, etc. (“Seacrest NIL Rights”) solely in connection with AI and (ii) trademarks, if any, that have previously been used in connection with the exploitation of AI and which are owned by the Trust or Ryan or Ryan Seacrest Productions, Inc. (“Seacrest Marks”), solely in connection with AI. |
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