EXHIBIT (e)(9)
TRADE-XXXX SUBLICENSE AND NAME USE AGREEMENT
THIS AGREEMENT made effective the 28th day of August, 1997,
BETWEEN:
GULF CANADA RESOURCES LIMITED, a corporation pursuant to the
laws of Canada (hereinafter referred to as "Gulf")
- and -
GULF INDONESIA RESOURCES LIMITED, a corporation pursuant to
the laws of New Brunswick (collectively, with its Affiliates
hereinafter referred to as the "Company")
WHEREAS Gulf has entered into an agreement, as amended on August 28,
1997, for the use of certain trademark rights in "GULF" and "GULF IN ORANGE DISC
DEVICE" (the "Marks") with Gulf International Lubricants Ltd., a Bermuda company
("Gulf International"), whereby Gulf International has agreed it will not take
any action against Gulf with respect to Gulf's use of the Marks; and
WHEREAS Gulf expects to be granted a license to use certain names and
marks, a list of which is attached hereto as Schedule "A" to this Agreement (the
"Trade-marks") and the right to use the name "Gulf" as part of corporate or
trade name of Gulf and Gulf's controlled affiliates pursuant to an agreement
(the "License Agreement") dated effective August 28, 1997 between Gulf and Gulf
International Lubricants Ltd. (a Bermuda Company) ("Gulf International") in
substantially the form delivered to Gulf Indonesia prior to the execution
hereof; and
WHEREAS the Company desires to use the Trade-marks as an authorized
user in Indonesia and Singapore (the "Territory"); and
WHEREAS the Company also desires to use "Gulf" (the "Name") in its
corporate name.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
sum of TEN DOLLARS ($10.00) paid by the Company to Gulf and the mutual covenants
and conditions herein contained (the receipt and adequacy whereof is hereby
acknowledged), the parties hereto and agree as follows:
-2-
ARTICLE 1
LICENSE
1.1 Gulf hereby grants to the Company and its Affiliates (as defined in
section 1.4 below) a non-exclusive, non-transferable right to use the
Name in its corporate and trade-names and the Trade-marks in connection
with upstream operations, including, without limitation, surveying
exploration, drilling, producing, transporting, shipping and sale of
unrefined hydrocarbons and all business activities relating thereto
(the "Permitted Usage"), subject to the conditions and restrictions set
out below or in any other agreement between the parties (the
"License").
1.2 The Company expressly acknowledges and agrees that it shall not use the
Trade-marks or Name outside the Territory except with the express prior
written consent of Gulf.
1.3 The Company agrees to use the Trade-marks and Name only under and in
compliance with the term of this Agreement. The Company shall
conspicuously display the Trade-marks or Name and acknowledges
ownership of the Trade-marks and the Name in Article 3.
1.4 "Affiliate" means any entity that is Controlled by the referenced
entity, including, without limitation, entities which are Controlled by
another entity which is an Affiliate.
"Control" means either, directly or indirectly, a) ownership of more
than fifty percent of the voting interest in any type of entity or b)
to power or right, however derived, to elect, direct or control the
management or actions of an entity, and "Controlled", "Controlling" and
"Controls" shall have correlative meanings.
ARTICLE 2
LICENSE FEE
2.1 Upon execution of this Agreement, the Company shall pay to Gulf or its
nominee by cheque an amount of U.S. $44,972.60.
2.2 On or before May 1 of each calendar year during to term of this
Agreement, beginning on May 1, 1998, the Company shall pay to Gulf or
its nominee by cheque an annual fee in the amount of U.S. $67,000.00.
-3-
ARTICLE 3
OWNERSHIP OF TRADE-MARKS AND NAME
3.1 The Company acknowledges that Gulf International possesses the
proprietary rights to the Trade-marks and the Name with respect to use
in the Territory on or in connection with the Permitted Usage and that
Gulf possesses certain rights to the use of the Trade-marks and the
Name in the Territory and elsewhere pursuant to the License Agreement.
The Company agrees that the Trade-marks and Name shall remain the sole
property of Gulf International and remain subject to the rights of Gulf
pursuant to the License Agreement. Gulf hereby grants to the Company
only those rights to the Trade-marks and Name in the Territory which
Gulf International has granted to Gulf pursuant to the License
Agreement. This Agreement does not give the Company any interest in the
Trade-marks or the Name except the right to use the Trade-marks and the
Name in accordance with the terms of this Agreement. The Company shall
not use the Trade-marks or the Name in any manner calculated to
represent that the Company is the owner of the Trade-marks or the Name.
3.2 The Company agrees that during the term of this Agreement and
thereafter, it will not dispute or contest, directly or indirectly, the
validity or enforceability of the Trade-marks or the ownership of the
Name, nor counsel, procure or assist anyone else to do the same, unless
compelled by due process of law, nor directly or indirectly attempt to
dilute the value of the goodwill attached to the Trade-marks or the
Name, nor counsel, procure or assist anyone else to do the same, unless
compelled by due process of law.
3.3 In any filing with a stock exchange, securities commission or other
government or regulatory body which describes the Trade-marks and in
any other printed promotional material (ie. corporate brochures), the
Company shall disclose that the Trade-marks are used under a license
granted by Gulf International to Gulf and a sub-license granted by Gulf
to the Company.
ARTICLE 4
PROTECTION OF RIGHTS
4.1 Any and all use of the Trade-marks and the Name by the Company in the
Territory on or in connection with the Permitted Usage shall inure to
the benefit of Gulf International.
4.2 It is the express purpose and a condition of this Agreement that none
of the understandings and provisions contained herein prejudice in any
fashion any rights of Gulf relative to the Trade-marks or the Name, and
if any provision of this Agreement were to be or is interpreted by any
court, or other administrative authority, in any manner which would
prejudice, restrict or impede in any manner the rights of Gulf to the
Trade-marks or the Name, whether or not said interpretation was made at
the petition of the Company or any other person, such
-4-
provision of this Agreement shall be considered as invalid, or at the
option of Gulf this Agreement shall be immediately terminated.
ARTICLE 5
POLICING
5.1 Gulf at its expense shall take all steps that in its opinion and sole
discretion are necessary or desirable to protect the Trade-marks or the
Name against any infringement or dilution. The Company agrees to
cooperate fully with Gulf in the defense and conservation of the
Trade-marks and the Name as requested by Gulf.
5.2 The Company shall report to Gulf any actual or threatened infringement
or imitation of, or improper or wrongful use of, or challenge to, the
Trade-marks or the Name, immediately upon becoming aware of same and
Gulf shall, at its sole discretion, determine whether or not any action
shall be taken on account of such infringements, imitations, improper
or wrongful use or challenges and its determination shall be final. The
Company shall not be entitled to bring, or call upon, or compel Gulf to
bring any action or other legal proceedings on account of such
infringements, imitations, improper or wrongful use or challenges,
without the written agreement of Gulf. Gulf shall not be liable for any
loss, cost, damage or expense suffered or incurred by the Company
because of the failure or inability of Gulf to take or consent to the
taking of any action or account of any such infringements, imitations,
improper or wrongful use or challenges because of the failure of any
such action or proceeding. In the event that Gulf shall commence any
action or legal proceeding on account of such infringements,
imitations, improper or wrongful use or challenges, the Company agrees
to provide all reasonable assistance (other than financial assistance)
requested by Gulf in preparing for and prosecuting the same.
ARTICLE 6
MAINTENANCE
6.1 Gulf shall periodically take all steps that in its opinion and sole
discretion are necessary to preserve and maintain the Trade-marks in
due force and duly registered (or to complete or obtain registration of
any application) subject to the provisions of this Agreement. The
Company agrees to cooperate with Gulf in maintaining the Trade-marks in
due force and duly registered, and without limiting the foregoing, the
Company shall cooperate with Gulf in registration of this Agreement as
may be required and in registration of the Company as an authorized
user as may be required or desirable and the Company shall pay the
reasonable fees and costs to register the Company as an authorized
user.
-5-
6.2 The Company shall from time to time provide information, documents and
assistance and execute such agreements, forms and furnish such
declarations of use as may be required by Gulf in connection with the
Trade-marks or the Name, their use and the registrations thereof by
Gulf and to facilitate compliance with laws and protection of the
Trade-marks and the Name.
ARTICLE 7
QUALITY CONTROL
7.1 The goods and services provided by the Company in conjunction with the
Trade-marks shall be of a quality, form and nature equivalent to those
normally supplied by Gulf or on its behalf. The Company shall not use
any Trade-xxxx which comprises a design element or stylized form in an
altered or modified form without the consent of Gulf. In connection
with the Permitted Usage, the Trade-marks will not be altered, or
conjoined with any other registered or unregistered marks either
belonging to the Company or otherwise, without the consent of Gulf.
7.2 The Company agrees to abide by the Visual Standards Manual attached
hereto as Schedule "B" showing the manner in which the Trade-marks
should be used in accordance with the Permitted Usage. Prior to
February 20,1998, the Company shall provide Gulf with a report
outlining with specificity the extent of its current usage of the
Trade-marks. Following the initial report, the Company will only file
such reports as and when the extent of its usage changes or if so
requested by Gulf. If such usage is in violation of the terms of
Permitted Usage as set forth herein, then the Company will promptly
correct such violation within fifteen (15) days of written notice from
Gulf.
7.3 Upon the request of Gulf, the Company shall permit an authorized
representative of Gulf to inspect at all reasonable times locations in
which these services are provided in connection with the Trade-marks in
order to permit (Gulf to verify the quality of the goods and services
associated with the Trade-marks.
-6-
ARTICLE 8
INDEMNITY
8.1 Subject to the provisions of this Agreement, the Company shall
indemnify, defend and hold harmless Gulf, its subsidiaries and their
respective officers, directors, employees and agents, from and against
any and all actions, suits, claims, demands and prosecutions that may
be brought or instituted against Gulf based on or arising out of the
Company's activities in the Territory or from any other acts of the
Company in connection with the Company's performance of this Agreement
or the activities contemplated hereby, excluding claims that the use of
the Trade-marks in the Territory on or in connection with the Permitted
Usage constitutes infringement, passing-off, or unfair competition.
8.2 Gulf shall indemnify, defend and hold harmless the Company, its
Affiliates and their respective officers, directors, employees and
agents from and against any and all actions, suits, claims, demands and
prosecutions that may be brought or instituted against the Company
based on or arising out of claims that the use of the Trade-marks in
the Territory in connection with the Permitted Usage constitutes
infringement, passing-off or unfair competition.
8.3 In the event Gulf is unable to enter into the License Agreement and the
Company's rights under this Agreement are adversely impacted because of
such failure to enter into the License Agreement, Gulf shall indemnify,
defend and hold harmless the Company, its Affiliates and their
respective officers, directors, employees and agents from and against
any and all actions, suits, claims, demands and prosecutions that may
be brought or instituted against the Company based on or arising out of
Gulf's failure to enter into the License Agreement and Gulf shall pay
any and all costs and expenses (including legal fees) of the Company
and its Affiliates in connection with the change of its corporate name
to a name which does not infringe upon or include or refer to the word
"GULF".
ARTICLE 9
LAWS
9.1 This Agreement shall be governed by, subject to and interpreted in
accordance with the laws of Alberta and the parties agree to attorn to
the exclusive jurisdiction of the courts in Alberta.
9.2 The Company shall be responsible for ensuring that its actions under
this Agreement conform with all applicable laws and regulations within
the Territory.
-7-
9.3 The Company shall obtain and maintain the effectiveness of all
requisite licenses, authorizations, consents and government approvals
necessary or appropriate to conduct business in which it is engaged and
to perform its duties and obligations under this Agreement.
ARTICLE 10
TERM OF THIS AGREEMENT
10.1 Unless otherwise terminated pursuant to the provisions of this
Agreement or upon the mutual agreement of the parties, this Agreement
and the License granted hereunder shall be in force effective on the
date first written above and shall continue at the sole discretion of
the Company until the License Agreement has been validly executed and
delivered by Gulf and Gulf International. Unless otherwise terminated
by the Company, upon the valid execution and delivery of the License
Agreement by Gulf and Gulf International, this Agreement and the
License granted hereunder shall be in force for as long as the License
Agreement is in full force and effect
ARTICLE 11
TERMINATION
11.1 This Agreement shall automatically terminate upon the occurrence of
either of the following events:
(a) If Gulf owns 50% or less of the issued and outstanding equity
securities of the Company; or
(b) upon termination of the License Agreement.
11.2 Gulf shall be entitled to terminate this Agreement immediately on
written notice to the Company upon the occurrence of any of the
following events:
(a) If the Company assigns or attempts to assign, or transfers or
attempts to transfer, by operation of law or otherwise,
including by way of merger or amalgamation, without written
consent of Gulf (which may be unreasonably withheld) this
Agreement or any rights hereunder;
(b) If the Company commits any act or becomes involved in any
situation or occurrence which in the opinion of Gulf would
tend to bring Gulf or the Trade-marks or the
-8-
Name to public disrepute, contempt, scandal, or ridicule or
which, in the opinion of Gulf, would tend to shock, insult or
offend the community, or any group or class thereof;
(c) If the Company makes any use of the Trade-marks or the Name in
conflict with or in a manner not specifically provided in this
Agreement, or engages in any conduct or practice that is
reasonably likely, in the sole opinion of Gulf, to adversely
affect the Trade-marks or the Name, with the goodwill
associated therewith, or Gulf's rights therein, and fails to
correct such violation within fifteen (15) days after written
notice of such violation is given to the Company by Gulf; or
(d) If the Company fails to fulfill any of the obligations to be
fulfilled by it pursuant to the terms of this Agreement within
fifteen (15) days after written notice of such failure is
given to the Company by Gulf.
11.3 Within eighteen (18) months of the expiration or termination of this
Agreement:
(a) The License shall revert to Gulf and the Company thereafter
shall not use or refer to the Trade-marks or the Name or in
any way identify itself or associate itself with the same
either directly or indirectly (including without limitation as
part of the Company's corporate or business name). The Company
shall remove forthwith from public view all signs and
advertising display materials, printed paper products, special
advertising materials, business supplies, containers and
wrapping material bearing the Trade-marks then in its
possession;
(b) Notwithstanding any dispute whatsoever that may arise or exist
between the parties hereto, the Company shall cease using the
Trade-marks or any confusingly similar trade name or xxxx;
(c) The Company shall execute all such documents and do all such
things as Gulf may require to remove the Company as registered
user of or as an applicant to be a registered user of the
Trade-marks and to transfer to Gulf all and any rights in the
Trade-marks and in the goodwill associated therewith, without
payment therefor, and the Company hereby irrevocably appoints
Gulf as its duly authorized agent to execute such documents
and to do such things. The Company agrees not to dispute,
directly or indirectly, any application or action by Gulf to
remove the Company as registered user of the Trade-marks;
(d) The Company shall change its corporate name to one not using
the Trade-marks or the Name or any words confusingly similar
with the Trade-marks or the Name; and
-9-
(e) The Company shall destroy or deliver up all signs, brochures,
cards and materials bearing the Trade-marks or the Name to
Gulf.
11.4 Subject to section 11.3, on expiration or termination of this
Agreement, all such other rights and obligations between the parties
relating to the Trade-marks and the Name shall terminate, except for
those rights or obligations which have accrued or arisen under this
Agreement prior to the time of termination or which according to the
provisions of this Agreement, survive the termination of same,
including any rights or obligations which have accrued or arisen in
respect of a breach or failure to perform, and such rights and
obligations shall survive the termination of this Agreement.
ARTICLE 12
ASSIGNMENT
12.1 This Agreement shall be binding upon and enure to the benefit of the
parties hereto (including Affiliates of the Company), their respective
successors and permitted assigns. The Company shall not assign or
transfer this Agreement, or any part thereof, including by way of
merger or amalgamation without first obtaining the written consent of
Gulf. Any such assignment or transfer without Gulf's consent shall be
void. The Company shall have no right to sublicense others to use the
Trade-marks or the Name and shall carry out its obligations and duties
hereunder on its own behalf without subcontractors or agents, unless
prior approval in writing is obtained from Gulf.
ARTICLE 13
EXPENSES
13.1 Unless otherwise specifically stated herein, each party shall bear all
expenses incurred by it in connection with the performance of its
undertakings hereunder.
13.2 The Company shall be liable for and agrees to hold harmless and
indemnify Gulf in respect of all attorney's fees and costs associated
with the enforcement by Gulf of any of the Company's obligations under
this Agreement or of any of the provisions of this Agreement
-10-
ARTICLE 14
NOTICES
14.1 All notices, requests, consents, demands, waivers or other
communications hereunder shall be in writing in the English language
and shall be sent by hand delivery or courier to the addresses set
forth below or by prepaid, first class registered airmail or by
facsimile transmission with confirmation of transmission to the
addresses set forth below. Any notice or other communication sent by
facsimile shall be deemed to have been received on the business day
following the sending. Any payment, notice or other communication
delivered by other means shall be deemed to have been received at the
time it is delivered to the applicable address either to the individual
designated below or to an individual at such address having apparent
authority to accept deliveries on behalf of the addressee.
To the Company:
GULF INDONESIA RESOURCES LIMITED
10th Floor Brunswick House
00 Xxxxxxx Xxxx
Xxxxx Xxxx, Xxx Xxxxxxxxx
Xxxxxx
X0X 0X0
Attention: President
Facsimile:
cc: GULF INDONESIA RESOURCES LIMITED
21st Floor
Wisma 46
Kota BNI, Xx.
Xxxx. Xxxxxxxx
Xxx. 0
Xxxxxxx 00000
Xxxxxxxxx
Attention President
Facsimile: 011 62 21574 2119
-11-
To Gulf:
GULF CANADA RESOURCES LIMITED
Gulf Canada Square
1600, 000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx
Attention: Vice President, Corporate Services
Phone: (000) 000-0000
Facsimile: (000) 000-0000
cc: GULF CANADA RESOURCES LIMITED
One Norwest Center
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000-0000 U.S.A.
Attention: Law Department
Phone: (000) 000-0000
Facsimile: (000) 000-0000
14.2 The parties may at any time designate by like notice hereunder other
addresses to which notices or other communication should be
transmitted.
ARTICLE 15
FURTHER ACTION
15.1 Should it be necessary or desirable for the parties to execute any
further agreements or provide further assurances or carry out any
further act or deed, then the parties agree to carry out such further
acts or deeds or provide such further documents or assurances within
the spirit of this Agreement and with a view to the betterment of the
relationship between the parties and based upon the good faith and
mutual good will of the parties hereto.
-12-
ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1 Waiver. The failure of any party at any time to enforce any provision
of this Agreement shall not be construed as implying a waiver of such
provision or of the right of that party to enforce it subsequently.
16.2 Force Majeure. Any delay or failure of either party in the performance
of its obligations hereunder may be suspended if and to the extent
caused by acts of God, strikes or slowdowns, fire, flood, windstorm,
explosion, armed conflict, riot or sabotage, court or agency
injunction, and other causes beyond the reasonable control of the party
affected, on the condition that proper notice of the force majeure
event causing such delay or failure is given by such party to the other
within a reasonable time after the event occurs, and each of the
parties hereto shall be diligent in attempting to remove such causes.
16.3 Headings. The section headings and general arrangement of this
Agreement are for convenience of reference only and shall not affect
its construction.
16.4 Taxes. Any withholding taxes imposed on payments made to Gulf by the
Company pursuant to this Agreement shall be the responsibility of the
Company.
16.5 Entire Agreement. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof and
supersedes any prior arrangements or understandings between the parties
relating to the subject matter hereof whether written or oral, which
are hereby terminated by mutual consent and all rights and obligations
thereunder are hereby extinguished. The parties hereby acknowledge that
it may be necessary to enter into additional agreements for purposes of
recordation of licenses in various area of the Territory, and agree to
enter into such additional agreements as the Company reasonably deems
necessary, provided, however, that in the event of any inconsistency
between any such additional agreement and this Agreement, this
Agreement shall control.
16.6 Laws and Regulations. Should any provision of this Agreement be held or
declared (whether formally or informally) by any competent authority to
be legally void or unenforceable then that provision shall be deemed
for all purposes to be severable from all other provisions of this
Agreement, which other provisions shall continue in force unaffected.
16.7 Relationship of the Parties. Nothing in this Agreement is intended to
constitute or appoint either party as the partner, agent of or joint
venturer with the other party.
-13-
IN WITNESS WHEREOF the parties have executed this Agreement either directly or
in two counterparts by their duly authorized representatives.
GULF CANADA RESOURCES LIMITED
Per:
----------------------------------
GULF INDONESIA RESOURCES LIMITED
Per:
----------------------------------
Corporate Secretary
SCHEDULE "A"
TRADE-MARKS
SCHEDULE "A"
TRADEMARKS
GULF
[GULF LOGO]
Xxxx Class Registration No.
---- ----- ----------------
INDONESIA
GULF 4 264,594
GULF IN ORANGE DISC 4 267,129
SINGAPORE
GULF 4 25644
GULF 1 53893
GULF IN ORANGE DISC 4 45289
GULF IN ORANGE DISC 1 53885
Application No.
---------------
INDONESIA
GULF IN ORANGE DISC 1 X00 00000
GULF IN ORANGE DISC 9 X00 00000
GULF IN ORANGE DISC 37 D97 18306
GULF IN ORANGE DISC 39 D97 18307
GULF IN ORANGE DISC 40 D97 18309
GULF IN ORANGE DISC 42 X00 00000
SINGAPORE
GULF IN ORANGE DISC 1 8725/97
GULF IN ORANGE DISC 9 8726/97
GULF IN ORANGE DISC 37 8727/97
GULF IN ORANGE DISC 39 8728/97
GULF IN ORANGE DISC 40 8729/97
GULF IN ORANGE DISC 42 8730/97
11
SCHEDULE "B"
VISUAL STANDARDS MANUAL
[15 PAGE COLOR MANUAL]
SCHEDULE B
VISUAL STANDARDS MANUAL
12
INTRODUCTION
--------------------------------------------------------------------------------
The purpose of a company identity is to develop an awareness of the company's
activities and to present the style and character of the organisation to its
various audiences such as customers, suppliers, employees, shareholders and the
community at large. A well organised and positive identity applied with
consistency and discipline will help in achieving the desired image in the
marketplace.
Research has shown that Gulf is well recognised and possesses a number of
positive attributes, notably its warmth and friendliness.
In today's highly competitive and cluttered world, the company needs to project
itself with strength and clarity and needs to be seen as dynamic and
progressive.
The new identity for Gulf has, therefore, been designed to enhance the perceived
strength of existing elements such as the long established roundel and the
original colourway, blue, orange and white. However, the essential emphasis has
been radically changed to meet the requirements of modernity and efficiency. The
roundel is intended as the focal point of the new identity with blue as the
predominant colour. This new Gulf blue is clear and distinctive, with orange
used as the accent colour, providing the necessary warmth and contrast.
This manual has been prepared as an introduction to the new identity and sets
out the necessary rules and guidelines for use of the Gulf roundel, the colours
and associated typefaces.
All visual representations of Gulf are subject to these essential disciplines,
which apply to not only retail sites, installations and vehicles, but also to
uniforms, printed matter, advertising and packaging. As the new identity
programme develops, sections of this manual will be issued to establish detailed
guidelines in each area.
The support of all employees will be indispensable in applying the visual
standards with a disciplined but realistic approach.
DESIGN
STANDARDS
--------------------------------------------------------------------------------
THE GULF ROUNDEL
The Gulf roundel is the key element in the new Gulf Company Identity. In its
two colour form, as illustrated, it should always appear as Gulf blue outline
and letters with Gulf orange segments against a white background.
The size, position and colour of all elements of the design have been carefully
calculated and the roundel should never be distorted, dismantled or re-drawn.
Reproduction samples of the roundel are included in this manual. Consistent
application is a key objective of the company identity programme and,
therefore, the disciplines for use of the roundel described in this manual
should be strictly adhered to.
To ensure consistency in specification, the diameter of the roundel should
always be defined as the vertical height.
(GULF LOGO)
Specifications and guidelines for authorised versions of the roundel, Gulf
colours, display formats, examples of incorrect use and recommended typefaces
are detailed on the following pages of this manual.
Page 3 Gulf logotype.
Page 4 Approved versions of the roundel.
Page 5 Colour Control - Gulf blue, Gulf orange.
Page 6 The Gulf colours.
Page 7 Examples of incorrect use.
Page 8 Display and backgrounds.
Page 9 Reproduction control.
Page 10 Recommended alphabets.
Page 11 Supporting typography.
Page 12 Signatures.
Page 13/14 Colour samples.
Page 15 Samples of roundel for reproduction.
DESIGN
STANDARDS
--------------------------------------------------------------------------------
THE GULF LOGOTYPE
The use of the single logotype 'Gulf' is permitted for use in certain
applications e.g. service station signware and vehicles. However, any proposed
use of this logotype will need appropriate authorisation.
The only colours authorised for use are Gulf blue on a white or light neutral
background or white reversed out of a Gulf blue background.
This logotype should never be used to read 'Gulf' in text or headline copy.
[GULF LOGO]
DESIGN
STANDARDS
--------------------------------------------------------------------------------
APPROVED VERSIONS - USE OF COLOUR
Whenever possible the Gulf roundel should be used in two colours, Gulf blue, and
Gulf orange, against a white background, see diagram 1.
Where either or both of the recommended colours are not available, only the
versions shown in diagrams 2, 3 and 4 should be used.
In single colour printing or black and white advertising material, either of the
one colour versions 3 and 4, are available. Other single colour applications may
arise when neither Gulf blue nor black are available. Although these
circumstances should be avoided, a colour at least as dark as Gulf blue should
be used.
No single or two colour combinations are permitted other than those illustrated
below.
When the roundel is to be used against a background colour or in a page layout,
guidelines for display are detailed on page 8.
When the roundel is to be used on a background of the same colour as the 'Gulf'
letters and the keyline, the keyline should be dropped. The background would
then appear up to and including the keyline, with the white outline retained.
[GULF LOGO]
1. TWO COLOUR, RECOMMENDED.
[GULF LOGO]
2. TWO COLOUR, PERMITTED.
[GULF LOGO]
3. ONE COLOUR, RECOMMENDED.
[GULF LOGO]
4. ONE COLOUR, PERMITTED.
[GULF LOGO]
5. GOLD AND SILVER, RECOMMENDED.
[GULF LOGO]
6. GOLD AND SILVER, PERMITTED.
DESIGN
STANDARDS
--------------------------------------------------------------------------------
INTRODUCTION TO THE USE OF COLOUR
Color is likely to be the most memorable aspect of a company's identity. Whilst
a colour cannot be protected or used in any exclusive sense, its consistent use
in the context of the overall design is of paramount importance in establishing
a distinctive identity:
Every opportunity should be taken to use the recommended two colour version of
the Gulf roundel. However, the use of colour extends beyond the reproduction of
the roundel. The choice of supporting colours needs careful consideration in
order that the desired impression is not changed or diluted. Extra care should
be taken to avoid echoing the colours used by competitors.
COLOUR CONTROL
Whenever the Gulf roundel appears in colour, care should be taken to ensure
correct reproduction.
Gulf blue and Gulf orange are new colours which have been specially
formulated for the new design. These colours supercede all previous standard
specifications. Colour swatches for use in specifying Gulf blue and Gulf orange
are included in the reproduction samples section of this manual.
Ink formulae for use in printing are based on different paper stocks.
1. The ink specification for Gulf blue and Gulf orange on coated stock is
intended for use on white art paper or board with a gloss or semi gloss finish.
2. The ink specification for Gulf blue and Gulf orange on uncoated stock is to
be used on white cartridge paper or board with a xxxx, xxxx uncoated finish.
The colour swatches for reproduction provided in this manual are the controls by
which inks or paints should be matched.
VISUAL MATCHING
The two Gulf colours are not 'off the shelf' inks or paints. They are to be
visually matched for all applications. The formulae given will normally provide
a colour match, but printing inks do vary in effect depending on differences in
the surface texture, the finish and the absorbency of papers and other
materials. For this reason visual matching is essential.
Printing inks mixed to the formulations may be obtained from manufacturers
using the Pantone Matching System. As printers normally order the required inks
for a particular job, authorised colour swatches provided with final artwork
will provide the necessary guide for a visual match.
OTHER APPLICATIONS
When specifying colours for use in applications other than printing such as
paint, screen inks, plastics, vinyls and industrial coatings, all colours should
be visually matched by means of the authorised reproduction samples provided.
USE OF SECONDARY COLOURS
The basic colours in the identity programme are Gulf blue and Gulf orange. The
effectiveness of these colours is dependent on the careful and limited use of
secondary and supporting colours. In particular, it should be remembered that
Gulf blue is the dominant colour and secondary colour should complement but not
overpower the roundel or the blue emphasis.
Neutral colours, off-white, beige, and black, have been selected for specific
applications such as service stations and vehicles. Please refer to the
appropriate section of this manual before specifying colours in these areas.
Reproduction samples of the colours are included in this manual.
DESIGN
STANDARDS
--------------------------------------------------------------------------------
THE GULF COLORS
[GULF BLUE - PANTONE 301 LOGO]
The two key colours in the identification programme are Gulf blue and Gulf
orange. The colour specification references for use in printed media are:
Pantone 301 - Gulf blue
The formula for this colour is 78.8% process blue, 18.2% reflex blue, 3%
black, available from all printers using the widely available Pantone matching
system.
Pantone 165 - Gulf orange
The formula for this colour is 50% yellow, 50% warm red, available from
printers using the Pantone matching system.
[GULF ORANGE - PANTONE 165 LOGO]
Four colour process
To achieve Gulf blue and Gulf orange when specifying the colour for four colour
process the following formulae should be used.
Gulf blue 100% cyan, 40% magneta, 20% black.
Gulf orange 100% yellow, 60% magneta.
Whilst these specifications and formulae will provide the desired colours,
different paper stocks and surface textures do produce different colours.
Therefore, all colours should be visually matched at proofing stage before
print production commences.
DESIGN
STANDARDS
--------------------------------------------------------------------------------
INCORRECT USE OF THE ROUNDEL The roundel is a registered design and must
never be altered. The "Gulf" lettering has been
specially designed and cannot be reproduced
using a standard typeface. Therefore, no portion
of the xxxx can be changed in design or extracted
and used alone.
The new identity has been created to provide the
basis for improvement in all visual
communications. The total design of each item
needs to be reconsidered.
For instance, just simply the replacement of the
old roundel with the new one, or resetting the
text in the recommended typeface will not
suffice. A new approach to typographic design and
page layout is to be encouraged.
The examples set out below illustrate a number of
mistakes, which are likely to occur in use if not
carefully checked.
[GULF LOGO]
Do not switch
the colours
[GULF LOGO]
Do not remove
the segments
[GULF LOGO]
Do not use a tint
on the shapes
[GULF LOGO]
Do not enclose within
another design or
restrict the space
around
[GULF LOGO]
Do not mutilate or
cut off part of the
roundel
[GULF LOGO]
Do not change
the colours
[GULF LOGO]
Do not remove
the keyline
[GULF LOGO]
Do not reverse
black to white
[GULF LOGO]
Do not infringe on the
design with visually
competing elements
[GULF LOGO]
Do not use the
roundel to create
a read-through
DESIGN
STANDARDS
--------------------------------------------------------------------------------
DISPLAY AND
BACKGROUNDS
An important factor in identification is control of the background area upon
which the Gulf roundel is displayed. The roundel should normally appear in its
recommended form in two colours on a white background with no containing shape.
1. It should stand free, away from visually competing elements and even when
there are limitations, a minimum area of white space should be retained on all
sides.
2. When the roundel is used in two colours on a dark contrasting colour
background, the version of the xxxx with a double keyline is to be used to
separate the roundel from the background.
3. When the roundel is used in two colours on a dark, matching colour
background, the single keyline version is to be used with the solid colour
printed up to and including the keyline.
4. As in diagram 3, a single colour application on a matching background uses
the single keyline version to separate the xxxx from the solid area around. The
roundel should never be reversed black to white out of a solid. See page 7 for
incorrect use.
[GULF LOGO]
1. Minimum area surrounding
[GULF LOGO]
2. Two colour, dark background
[GULF LOGO]
3. Two colour, dark background
[GULF LOGO]
4. One colour, same background
DESIGN
STANDARDS
--------------------------------------------------------------------------------
REPRODUCTION CONTROL
To maintain a consistent, high quality appearance in all applications, the
roundel must always be clear, sharp and undistorted. To ensure this,
reproduction should only be made from one of the following:
1. A photoprint from a negative.
2. An original, dimensionally-stable photo mechanical transfer.
3. Printed reproduction proofs available in the reproduction materials section
of this manual.
MINIMUM SIZE
While the Gulf roundel has been designed for use in virtually all sizes,
extremely small sizes of reproduction should be avoided. An overall 10mm across
the vertical diameter is considered the smallest reproducible size. Below this
size the Gulf roundel does not read properly. Larger sizes should be used where
possible as small sizes become distorted easily and are, therefore, less
effective.
Take care when specifying small sizes in print media where loss of quality is
likely, e.g. foil-blocking, screen printing, four colour process and newspaper
advertising.
[GULF LOGO]
DESIGN
STANDARDS
--------------------------------------------------------------------------------
RECOMMENDED
ALPHABETS
FOR TITLES
THE ALPHABETS ILLUSTRATED ARE RECOMMENDED FOR TITLING AND DISPLAY USE IN
PRINTED MATERIAL AND ADVERTISING. THEY HAVE ALSO BEEN SELECTED FOR USE IN THE
RETAIL SITE IDENTIFICATION PACKAGE ON SIGNS AND GRAPHIC PANELS.
--------------------------
ABCDEFGHIJKLMNOPQ
RSTUVWXYZ
abcdefghijklmnopqrstuvwxyz
1234567890
--------------------------
Helvetica Bold Condensed
1. For use where a bolder version is required. The condensed nature of the
typeface provides economical use of the space available.
--------------------------
ABCDEFGHIJKLMNOPQ
RSTUVWXYZ
abcdefghijklmnopqrstuvwxyz
1234567890
--------------------------
Helvetica Medium Condensed
2. The medium condensed version is likely to be the most popular combination
for legibility and impact.
--------------------------
ABCDEFGHIJKLMNOPQ
RSTUVWXYZ
abcdefghijklmnopqrstuvwxyz
1234567890
--------------------------
Helvetica Regular Condensed
3. For more discreet use the light condensed version is a suitable option.
10
DESIGN
STANDARDS
-------------------------------------------------------------------------------
SUPPORTING
TYPOGRAPHY
----------------------------------------------------------
HELVETICA BOLD HELVETICA BOLD ITALIC
HELVETICA BOLD HELVETICA BOLD ITALIC
HELVETICA MEDIUM HELVETICA MEDIUM ITALIC
Helvetica Medium Helvetica Medium Italic
HELVETICA REGULAR HELVETICA REGULAR ITALIC
Helvetica Regular Helvetica Regular Italic
----------------------------------------------------------
Sans Serif
HELVETICA AND ITC GARAMOND ARE THE PREFERRED TYPEFACES CHOSEN FOR USE WITHIN
THE NEW IDENTITY. IF THESE TYPEFACES ARE NOT AVAILABLE, UNIVERS AND TIMES ARE
RECOMMENDED ALTERNATIVES.
----------------------------------------------------------
GARAMOND BOLD GARAMOND BOLD ITALIC
GARAMOND BOLD GARAMOND BOLD ITALIC
GARAMOND BOOK GARAMOND BOOK ITALIC
Garamond Book Garamond Book Italic
GARAMOND LIGHT GARAMOND LIGHT ITALIC
Garamond Light Garamond Light Italic
----------------------------------------------------------
Serif
11
DESIGN
STANDARDS
--------------------------------------------------------------------------------
SIGNATURES
The Gulf roundel has been combined with the company name in prescribed
arrangements which should never be altered on printed materials. These
signatures are used as endorsements in advertising and company publications.
Four formats have been established:
1. Company name below and centered.
2. Company name at the right of the roundel on one line.
3. Company name underneath and ranged left of the roundel on one line.
4. Company name underneath and ranged right of the roundel on one line.
The company name should always appear in Helvetica Bold Condensed upper and
lower case lettering.
The height of capital letters in these signatures is exactly the same as the
height of the Gulf letters in the roundel (Y). In all circumstances, the space
between the company name and the Gulf roundel is the same as the cap height (Y).
[GULF LOGO]
COMPANY NAME
[GULF LOGO] COMPANY NAME
[GULF LOGO]
COMPANY NAME
[GULF LOGO]
COMPANY NAME
12
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour 100% cyan, 40% magenta, 20% black.
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301 GULF BLUE - PANTONE 301
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue, 78.8% process blue, 18.2% reflex blue,
3% black. 3% black. 3% black.
To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour To achieve Gulf blue out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black. 100% cyan, 40% magenta, 20% black.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta. 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta. 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta. 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta. 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165 GULF ORANGE - PANTONE 165
ON COATED STOCK. ON COATED STOCK. ON COATED STOCK.
The formula for this colour is The formula for this colour is The formula for this colour is
50% warm red, 50% yellow. 50% warm red, 50% yellow. 50% warm red, 50% yellow.
To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour To achieve Gulf orange out of four colour
process use the following formula: process use the following formula: process use the following formula:
100% yellow, 60% magenta. 100% yellow, 60% magenta. 100% yellow, 60% magenta.
Colour reproduction must visually match Colour reproduction must visually match Colour reproduction must visually match
this swatch. this swatch. this swatch.
[GULF LOGO]
