### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Joint Application of ) ) Singapore Airlines Ltd.) Docket OST-2014-_____________ ) and) ) JetBlue Airways Corporation) For Statements of Authorization ) Pursuant to 14 C.F.R. Part 212 (Code-sharing) ) and JetBlue’s Application for an Exemption ) pursuant to 49 U.S.C. § 40109 ) )

JOINT APPLICATION OF JETBLUE AIRWAYS AND SINGAPORE AIRLINES FOR BLANKET STATEMENTS OF AUTHORIZATION AND JETBLUE’S APPLICATION FOR AN EXEMPTION
Communications with respect to this document should be directed to:

Anita M. Mosner Jennifer M. Nowak Holland & Knight LLP 800 17th 

### Street N.W. Suite 1100 Washington, DC 20006 (202) 955-3000 Anita.mosner@hklaw.com
Counsel for Singapore Airlines Ltd James G. Hnat Executive Vice President, General Counsel & Secretary Robert C. Land Senior Vice President Government Affairs & Associate General Counsel Adam L. Schless

Director, Aircraft Transactions & International Counsel JetBlue Airways Corporation 1212 New York Avenue, N.W. Suite 1212 Washington, DC 20005 (202) 715-2555

Jonathan B. Hill J. Parker Erkmann Benjamin M. Berlin Cooley LLP 1299 Pennsylvania Ave., N.W. Washington, DC 20004 (202) 842-7800 jhill@cooley.com perkmann@cooley.com bberlin@cooley.com
Counsel for JetBlue Airways Corporation
May 28, 2014

### 1 BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Joint Application of ) ) JetBlue Airways Corporation) Docket OST-2014-_____________ ) and) ) Singapore Airlines Ltd.) For Statements of Authorization ) Pursuant to 14 C.F.R. Part 212 (Code-sharing) ) and JetBlue’s Application for an Exemption ) pursuant to 49 U.S.C. § 40109 ) )

JOINT APPLICATION OF JETBLUE AIRWAYS AND SINGAPORE AIRLINES FOR BLANKET STATEMENTS OF AUTHORIZATION AND JETBLUE’S APPLICATION FOR AN EXEMPTION

On or about May 26, 2014, JetBlue Airways Corporation (“JetBlue”) and Singapore
Airlines Ltd (“Singapore Airlines” or “SQ” and together with JetBlue, the “Joint Applicants”)
entered into a Codeshare Agreement1 

### (“Codeshare Agreement”) to be effective June 1, 2014 for
the purpose of displaying each other’s airline designator codes on certain flights operated by the
other carrier. The Joint Applicants hereby apply for blanket statements of authorization pursuant
to 14 C.F.R. Part 212 authorizing:

(1) JetBlue to display Singapore Airlines’ SQ* designator code on JetBlue’s passenger flights
between any point or points in the United States in conjunction with foreign air transportation of
passengers held out by Singapore Airlines between any point or points in the Republic of
Singapore (either nonstop or via intermediate points) and a point or points in the United States;

and

1 

### A copy of the Codeshare Agreement, with certain sensitive commercial information redacted, is attached hereto as Exhibit 1. Appendices B-H, which contain technical and commercial information, have been omitted.

### 2 (2) Singapore Airlines to display JetBlue’s B6* designator code on SQ’s passenger flights between
any point or points in the United States and any point or points in the Republic of Singapore
(either nonstop or via intermediate points with local traffic rights).



### A list of the initial code

-sharing routes is attached hereto as Appendix A of Exhibit 1.2 

### JetBlue
also requests exemption authority to engage in scheduled foreign air transportation of persons,
property and mail from a point or points in the United States to Hong Kong. JetBlue plans to
place its B6* designator code on Singapore Airline’s flights between San Francisco and Hong
Kong. JetBlue and Singapore Airlines plan to initiate sales of the proposed codeshare services
on or about July 7, 2014 and to initiate the services on or about August 1, 2014.
The Joint Applicants respectfully request that the Department award the requested
authority promptly to facilitate marketing and advance sales of these new codeshare services. In
that regard, JetBlue and Singapore Airlines request a waiver of the Department’s 45

-day advance
notice requirement in 14 C.F.R. § 212.10(d)(2) in order to effectuate this arrangement.

In support of this application, the Joint Applicants respectfully state as follows:

1. Approval of this application is consistent with applicable bilateral and multilateral
air transport agreements and the public interest. The proposed codeshare services are consistent
with the terms of the bilateral Open Skies Agreement between Singapore and the United States.3



### The arrangement also is consistent with the Multilateral Agreement on the Liberalization of
International Air Transport, to which the United States and the Republic of Singapore are both
signatories.4 

### These services will represent a valuable service enhancement for passengers

2 

### JetBlue and Singapore Airlines request that the Department treat this application as the 30-day notice of the codeshare service set forth in Exhibit 1 that is required under the standard terms and conditions of an approved Statement of Authorization. The parties will be polling on this application. 3 

### SeeAir Transport Agreement between the Government of the United States of America and the Government of Singapore, Art. 8, para. 7(i) (April 8, 1997). 4 

### SeeMALIAT, Art. 8, para. 2(c) (May 1, 2001).

### 3 traveling between the United States and Singapore as well as between the United States and SQ’s
intermediate points

. 2. Approval of this application is consistent with long-standing precedent and
Department policy. The Department has consistently granted applications for Statements of
Authorization involving implementation of various codeshare/block space arrangements where
those arrangements were pro

-competitive and in the public interest. This Application satisfies
that standard, as it will enable Singapore Airlines and JetBlue to offer the flying public an

enhanced network and more services. In addition, the Department has confirmed in its
international aviation policy statement that codeshare/block space arrangements are in the public
interest as they provide the benefits of increased service and competition:
Code sharing and other cooperative marketing agreements can provide a cost

efficient way for carriers to enter new markets, expand their systems and obtain additional flow traffic to support their other operations by using existing facilities and scheduled operations.
60 Fed. Reg. 21,841, 21,842 (May 3, 1995).

3. JetBlue5

### and Singapore Airlines6

### already hold the broad underlying authority to conduct
operations on the codeshare routes. Indeed, the Department previously has approved codeshare
agreements between Singapore Airlines and United Air Lines7 

### as well as Singapore Airlines and
US Airways.8



### 4. Pursuant to 49 U.S.C. Section 40109(c), JetBlue requests an exemption to
perform scheduled foreign air transportation of persons, property and mail from a point or points

5

### JetBlue holds certificate authority issued by the Department authorizing it to engage in scheduled interstate air transportation of persons, property and mail between any points in the United States, see Order 2000-2-7 (Feb. 4, 2000), as well as certificate authority for foreign air transportation to open skies countries, see Order 2007-7-3 (July 10, 2007). 6 

### SQholds a foreign air carrier permit issued pursuant to Order 97-12-26 (Dec. 24, 1997) which authorizes itto provide scheduled foreign air transportation of persons, property and mail frompoints behind Singapore, via Singapore and intermediate points, to a point or points in the United States, and beyond the United States. See id

. 7 

### See Department Action on Application in Docket OST-2000-7696 (Jul. 25, 2000). 8 

### See Department Action on Application in Docket OST-2007-28084 (Aug. 20, 2007).

### 4 in the United States to Hong Kong. Initially, JetBlue plans to place its B6* designator code on
Singapore Airline’s flights between San Francisco and Hong Kong. The proposed service is fully

consistent with the bilateral agreement between the United States government and the Hong
Kong Special Administrative Region of the People’s Republic of China.9



### 5. Pursuant to DOT’s Notice in the Matter of Blanket Notification of Code-Share
Service to Open-Skies Partners and Points dated February 9, 2009, the Joint Applicants hereby
provide blanket notice of their intent to engage in codeshare services between open skies points.
JetBlue and Singapore Airlines also agree to notify the Department no later than 30 days before
commencing any codeshare services to non-open skies points and to inform the Department of
the codeshare market(s) to be served and the date on which the services will begin.
6. JetBlue and Singapore Airlines will conduct their code-sharing activities in
compliance with Part 257 of the Department’s economic regulations and any other applicable
rules and regulations. JetBlue and Singapore Airlines accept the Department’s standard

conditions on code-sharing services.
7. JetBlue has conducted its review of the IATA Operational Safety Audit report of
SQ and submitted the Compliance Statement and Job Aid as required by the FAA’s Code-Share
Safety Program Guidelines. On May 23, 2014, the FAA issued a memorandum stating that it
had completed its review of the available information and had no objection to the proposed

codeshare services

.
8. JetBlue states that this application will have no effect on its Civil Reserve Air
Fleet commitments. All flights will be operated with Stage 3

-compliant aircraft, and because
JetBlue will be placing its B6* designator code on SQ’s currently operated flights and Singapore
Airlines will be placing its SQ* designator code on JetBlue’s currently operated flights, approval

9 

### See Agreed Record between the Governments of the Hong Kong Special Administrative Region of the People’s Republic of China (Oct. 19, 2002) ¶5.

# Exhibit 1 Codeshare AgreementCONFIDENTIAL



# CODESHAREAGREEMENT (Passenger)

between



### SINGAPORE AIRLINES LIMITED

and



### JETBLUE AIRWAYS CORPORATIONArticle

1. 2

. 3. 4. 5. 6. 7

. 8. 9. 

### 10

. 11

. 12. 13

. 14. 15. 16

. 17. 18

. 19. CONFIDENTIAL



### List ofContents

Contents

Definitions Codeshare Agreement General Principles Aircraft and Operational Requirements Sales and Marketing Intellectual Property Reservations Procedures Handling Procedures In-Flight Services and Flight Crew Intentionally Left Blank Liability & Indemnity Insurance Family Assistance Third Party Ticket Stock Accounting Taxes General Conditions Termination Confidentiality

Appendix A Frequency and Schedule Planning
Appendix B Station Procedures
Appendix C Reservations Procedures I Schedule Filing
Appendix D RevenueAccounting
Appendix E lnflight Service I Special Service Requirements (SSR)
Appendix F Emergency I Crisis Management Procedures
Appendix G Security Requirements
Appendix H Settlementforthird party ticket stock

SQ/66 Codeshare Agreement Page No.

3 6 

### 6 8 9 

### 10 10 11 11 11 

### 11 14 16 17 17 17 19 22 

### 23

Page2 ({{.

.CONFIDENTIAL

CODESHARE AGREEMENT

This Codeshare Agreement ("Agreement") is made with effectfrom 01 June 2014.

BETWEEN
Singapore Airlines Limited, a company incorporated in the Republic of Singapore and having its registered office at 25 Airline Road, Airline House, Singapore 819829, Republic of Singapore, Singapore company registration number 197200078R (hereinafter referred to as**~SIA",** or "SQ") ;

and

JetBiue Airways Corporation, a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 27-01 Queens Plaza North, Long Island City, New York 11101, United States ofAmerica ("JetBiue" or "JetBiue Airways" or "86") ·

and individually and collectively referred to as "Party" and "Parties" respectively.

WHEREAS SO and B6 have agreed to operate scheduled passengerservices with effect from the Commencement Date in accordance with Appendix A hereto subject tothe following terms and conditions; and

WHEREAS a fundamental feature of such joint air service is that it should be operated in accordance with sound airline practices.

Nowtherefore in consideration ofthe covenants and sums referred to herein IT IS HEREBY agreed by the Parties hereto as follows:

1. Definitions

1.1 In this Agreement, in addition to those terms defined herein, unless the context otherwise requires:
"Applicable Laws" means all applicable laws of any Competent Authority, including but not limited to statutes, laws, rules, regulations, orders, ordinances, judgments, decrees, injunctions, writs, permits or like actions of any Competent Authority (including but not limited to those relating to securities, tax, tariff and trade, and air transportation services) and any amendments thereto that may be made and interpretations thereof by any Competent Authority;

"Codeshare Passenger" means a passenger traveling on a Codeshare Flight;

SQ/86 Codeshare Agreement Page 3 ({{

.CONFIDENTIAL

"Codeshare Flight" means a flight on which both Parties have placed their respective codes, as set forth in more detail in this Agreement;

"Commencement Date" means 01 June 2014.
"Competent Authority" means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over this Agreement or either Party.

"Confidential Information" means (a) all confidential or proprietary information of a Party, including, without limitation, trade secrets, information concerning past, present and future research, development, business activities**~nd** affairs, finances, properties, methods of operation, processes and systems, customer lists, customer information (such as passenger name record or "PNR" data) and computer procedures and
access codes; (b) the terms and conditions of this Agreement and any reports, invoices or other communications between the Parties given in connection with the negotiation or performance ofthis Agreement; and (c) excludes (i) information already in a Party's possession prior to its disclosure by the other Party; (ii) information obtained from a third Person
or entity that is not prohibited from transmitting such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) information that is or becomes generally available to the public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any ofits obligations underthis Agreement.

"Future Codeshare" means any codeshare arrangements that may be mutually agreed between the Parties at a later date, which forthe avoidance of doubt are hereby deemed to be incorporated by reference into this Agreement;

"Governmental Approval" means any authorization, license, certificate, exemption, designation, consent, order, permit, qualification, filing, registration orother approvals ofCompetentAuthorities that are reasonably required for the operation of the Codeshare Flights and to permit the transactions and activities contemplated by this Agreement;

"Initial Codeshare" means the schedules and frequencies contained in Appendix A hereto;

SQ/86 Codeshare Agreement Page4

### /~ .CONFIDENTIAL

"Marketing Party" means the Party who does not operate the Service with its own or leased aircraft, but places its designator code on flights operated by the Operating Party in order to offer seats on the Services;
"Operating Party" means the Party operating the Service, with its own or leased aircraft;

"Route" means each ofthe routes referred to in Appendix A hereto and any other applicable route on any Future Codeshare;

"Seats" means a seat of any class on each sector of the Service and includes all product elements offered by the Operating Party to any person orentity relating to that seat, including but not limited to passenger services such as those referred to in Appendix B;

"Service" means any Codeshare Flight operated pursuantto thisAgreement from the Commencement Date or in the future on any ofthe Routes.

"Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentarytaxes, TicketTaxesorothercharges ofa similar nature, including, without limitation
, income taxes, value-added taxes, sales taxes, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties related to the foregoing that may be imposed by any CompetentAuthority.

"TicketTaxes" means anytransactional taxes or passengerfacility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receiptstaxes, departuretaxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or penalty thereon} imposed on passengers (or which air carriers or their agents are required to collect from passengers) by any authority in any country, or political subdivision thereof or public authority operating therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry standard.
"Ticketing Carrier" means the Party whose traffic documents are used to issue a ticket.

1.2 References in this Agreement to clauses or appendices are to clauses ofor appendices to this Agreement.

1.3 References to the singular include references to the plural and vice versa.

1.4 The Appendices A-H annexed to this Agreement shall be deemed to form
an integral part of this Agreement. In the event of conflict between the

SQ/86 Codeshare Agreement Page 5 

# k,CONFIDENTIAL

provisions of this Agreement and the Appendices, the provisions of this Agreement will prevail.



### 2. Codeshare Agreement

2.1 Each Party will make available seats to the other Party on Services overthe Routes on a freesale basis at the cost specified within the prevailing Special Prorate Agreement ("SPA") between the Parties, or where applicable in accordance with the rules specified in the lATA Multilateral Prorate Agreement ("MPA"):
(a) at the Commencement Date, as defined in Appendix A; and
(b) ifany Future Codeshare commences.

2.2 Payment for seats shall be made in accordance with clause 15.

2.3 Services on which the Initial Codeshare will apply will be operated to the schedule attached as Appendix A hereto, as amended from time to time.

2.4 Each party agrees that it shall determine its fares for seats on its flights independent ofthe other party.



### 3. General Principles

3.1 The Services shall be operated with the greatest possible regularity and efficiency on a best effort basis.

3.2 The Services shall be identified by each Party's own flight designators and flight numbers in both directions. Each Party will use its own flight designators and flight numbers in all relevant publications including but not limited to the computerised reservation system (CRS), publications and addresses to the public. The ticketing party's designator shall be shown in the carrier box of the flight coupon.

3.3 The primary designation on the Services shall be that ofthe Operating Party with the Marketing Party designated as a codeshare partner.

3.4 The Parties shall ensure that in all such publications there is an indication that the flights are operated by the Operating Party subject to Applicable Laws.

3.5 All Applicable Laws shall be strictly observed by both Parties.

SQ/86 Codeshare Agreement Page6

### ~l...**.** 

# 5LCONFIDENTIAL

3.6 Each Party will file with the relevant CompetentAuthorities, and will support the other Party's applications for any statements of orders, authorizations, licences, certifications, exemptions, designations or other Government Approvals
as may be necessary to permit the transactions contemplated by this Agreement, including the use of the Marketing Party's code, and the Operating Party's code,
on the Codeshare Flights. The implementation of this Agreement is subject to each Party obtaining all necessary approvals from Competent Authorities.

3.7 Notwithstanding any of its other provisions, this Agreement shall be subject to the orders, directives, rules and regulations of any applicable Competent Authorities.

3.8 The Marketing Party agrees that, notwithstanding any provision of this Agreement to the contrary, the Codeshare Flights shall 

### be conducted by the Operating Party in accordance with all Applicable Laws.

3.9 The Operating Party shall be responsible for the entire commercial and financial risk of the operation of each of the Routes and Services except as expressly set forth herein. For the avoidance of doubt, in the event that the Services sustain a loss at any time during the period ofthe Agreement then such losses shall be borne bythe Operating Party.

3.10 Engineering and operational support, together with substitute aircraft, as required, of similar specification shall be the responsibility of the Operating Party atthe Operating Party's expense unless otherwise mutually agreed by the Parties in writing.

3.11 The Operating Party shall provide to the Marketing Party an allocation of baggage allowances on each sector ofthe Services in accordance with Appendix B.

3.12 The Conditions of Carriage of the Marketing Carrier and Claims Handling Procedures ofthe Operating Party shall applyto the Services. The Operating Party shall 

### be responsible forand bearthe costs ofthe handling ofpassengers, baggage and cargo claims on the Services operated by it consistent, with the Conditions of Carriage of the Marketing Carrier and Claims Handling Procedures of the Operating Carrier, the relevant lATA resolutions on interline baggage handling and in any event in accordance with Appendix B hereto. For matters between the Codeshare Passengers and the Marketing Carrier, the Conditions of Carriage of the Marketing Carrier shall be deemed to govern the transportation of Codeshare Passengers. For clarity, the Operating Party shall be permitted to operate its flights in accordance with its own Conditions of Carriage. The respective Conditions of Carriage ofthe Parties shall 

### be notified to the passengers bythe Marketing Carrier to the extent and in the manner required by Applicable Laws. The Marketing Carrier will ensure that the Conditions of Carriage of the Operating Carrier are incorporated by reference into the contract of carriage of the Code Shared

SQ/86 CodeshareAgreement Page 7 

### {Ct.

. 

## )tCONFIDENTIAL

Passengers for travel on Code Shared Flights in addition to the relevant parts of the Marketing Carrier's Conditions of Carriage by including notice on the Global Distribution Systems and, where possible, at point of sale, all in compliance with and to the extent required by Applicable Law. The liability of the Parties to each otherwith respect to passenger claims shall be governed by clause 11.

3.13 Tickets issued with either Party's flight numbers for the Codeshare Flights will 

### be accepted by the other Party for carriage pursuant to the SPA or where applicable, the MPA. Use of E-ticket shall be permitted and regulated pursuant to the Interline Agreement between the Parties.

3.14 In the event this Agreement is silent with respect to which Party's rules or policies are applicable and in the absence of any other agreement, law, rule or regulation the rules and procedures ofthe Operating Party shall applyto the extent consistent with the terms ofthis Agreement.



### 4. Aircraft and Operational Requirements

4.1 The aircraft to be used for the Services shall 

### be supplied by the Operating Party at its expense in an airworthy and operable condition duly manned and equipped for the operation of the Services. The Operating Party may not subcontract any ofthe Services without the prior written consent ofthe Marketing Party whose consent shall not 

### be unreasonably withheld, conditioned or delayed. For avoidance ofdoubtthe responsibility and liability ofthe Operating Party under this Agreement shall not 

### be reduced or eliminated in any manner by subcontracting.

4.2 The Operating Party has the right to substitute aircraft or delay or cancel a Service due to unserviceability of an aircraft or where otherwise operationally necessary for the proper running ofthe Services and no reasonable alternative is available. Substitute aircraft shall conform to clause 4.1. When operationally possible the Marketing Party shall be informed in advance of substitution but in any event as soon as possible after such substitution.

4.3 In case of any flight irregularity as defined in Appendix B hereto (including but not limited to that referred to in clause 4.2 hereto) on any part of any Service the Operating Party shall be responsible for all expenses incurred in connection with transportation ofpassengers and baggage to the passengers' final destination irrespective of the cause of the irregularity, interruption or cancellation, provided that the Marketing Party shall be responsible for all expenses incurred where the
cause ofthe irregularity, interruption or cancellation is Marketing Party's action or omission. Equal treatment shall 

### be extended by the Operating Partyto its own and the Marketing Party's passengers in these and all other circumstances.

SQ/86 Codeshare Agreement 

# 57
Page 8**j(~** 

## .CONFIDENTIAL

4.4 In the event ofa diversion of any of the Services, the Operating Party shall
assume all liabilities, costs and responsibilities for the completion ofthe Service.

4.5 Unless otherwise mutually agreed in writing by the Parties, the inflight security regulations and inflight emergency and accident procedures shall 

### be implemented in accordance with Applicable Laws laid down by the Competent Authorities regulating the Operating Party and Appendices F and G hereto. Each Party shall provide their respective flight attendants on the Services with all necessary details ofand training relevant to each Party in relation to such security and emergency procedures. Both Parties shall ensure conformance by their respective employees with the same.

4.6 Both Parties shall 

### be entitled to participate fully (including having personnel at emergency or incident centres of the other Party) in the event of any incident that affects the Services as set forth in Appendix F.



### 5. Sales and Marketing

5.1 The Services will 

### be marketed jointly by the Parties in accordance with Appendix A.

5.2 Each Party may maintain, and will be individually responsible for the expense of its own sales and marketing offices wherever situated.

5.3 Non revenue or reduced revenue travel on the Services shall 

### be administered by the Operating Party and only booked using the Operating Party's designator code. Any non-revenue or reduced revenue travel underthe Marketing Party's designator code must be mutually agreed by the Parties.

5.4 86 and SQ will use reasonable efforts to have the Services included in all public listings and industry schedules, including but not limited to: (i) the Official Air1ine Guide ("OAG•) and similar passenger schedule information services, and (ii) CRSs and Reservation Systems. Each Service shall be identified in such guides, CRS and reservation systems by both the 86 and SO codes. Each Party shall bear its own costs for the publication of the Services or connections for the Services in any paper or electronic publication.

5.5 The Marketing Partyshall identifythe Codeshare Flights, in accordancewith Applicable Laws, in Airline Guides, CRSs, Reservations Systems and other
sources of airline schedule information using the Marketing Party's code. Any costs incurred for the publication of Codeshare Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Systems and other sources of air1ine schedule information shall be borne by the Marketing Party. Each Party shall include the Codeshare Flights in its Reservations Systems.

5.6 Each Party shall ensure that its respective advertising and promotions

SQ/86 Codeshare Agreement Page 9 

### (Ct._

.CONFIDENTIAL

comply with all Applicable Laws. The Marketing Party shall comply with Applicable Laws regarding the disclosure and holding out of Codeshare Flights provided for herein in the jurisdiction where such Applicable Laws apply. The Marketing Party shall disclose to the extent required by Applicable Law through industry-approved schedule and selling mechanisms to consumers, travel agents and others selling the Codeshare Flights, as well as through any advertising, point-of-sale disclosures, and any other appropriate means, that each Codeshare Flight is a flight of and operated by the Operating Party. Such information shall be given before a reservation is made and in any event at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Party and the appropriate departure and arrival terminal at the earliest possible opportunity and in particular at the point ofsale.



### 6. Intellectual Property

6.1 This Agreement is not, and shall not be construed to be, a licence for either Partyto, and each ofthe Partieswill not, use the trade names, trademarks, service marks or logos or descriptions of services or product of the other Party without such Party's priorwritten consent. Notwithstanding the foregoing, each Party may use the other Party's marks for purposes of complying with 14 C.F.R. Part 257 (U.S. DOT Airline Designator Code Sharing Policy) or any comparable regulations imposed by the Competent Authorities, without prior approval but upon advice to the other Party.



### 7. Reservations Procedure

7.1 The Parties shall administerthe reservations procedures in accordance with Appendix C hereto.

7.2 Special passenger requirements shall be honoured tothe extent reasonably possible by the Operating Party and in any event in accordance with Appendices Band E hereto.

7.3 The Parties agree that any passenger information supplied bythe Marketing Party to the Operating Party belongs to the Marketing Party. The Operating Party undertakes to keep all such information confidential and notto use itotherthan for the reasons specifically set out in this Agreement to accommodate passengers on the Services.

SQ/86 Codeshare Agreement Page

# 107t-

.CONFIDENTIAL



### 8. Handling Procedures

8.1 The Operating Party shall provide all Marketing Party passengers on each ofthe Services with service at least as good as that given to the Operating Party's
own passengers. For avoidance of doubt, the Operating Party shall operate codeshare flights, including inflight services, in accordance with its own service standards.

8.2 Airport handling procedures shall be as set out in Appendix B.

8.3 Customer relations and complaints handling procedures (including in relation to baggage claims) shall be handled by the Parties in accordance with Appendix B hereto

.



### 9. In-Flight Services and Flight Crew

9.1 The cockpit crew and cabin crew will be provided by the Operating Party at the Operating Party's expense.

9.2 lnflight services will be provided in accordance with the Operating Party's
own policies and procedures.



### 10. Intentionally left blank

11. Liability 

### & Indemnity

11.1 The Operating Party agrees to indemnify and hold harmless the Marketing Party, its officers, directors, agents, servants, and employees from all third-party (including but not limited to a Competent Authority) liabilities, damages, penalties, fines, demands and claims, including but not limited to all costs and expenses incidental thereto (collectively, "Damages"), which may occur against, be charged to or recoverable from the Marketing Party, its officers, agents, servants, officers, directors and employees by reason of, arising out of, caused by, or occurring in connection with (or alleged to 

### be by reason of, arising out of, caused by, or occurring in connection with):
(a) death or injury to or delay ofany person or damage or delay or to or loss ofproperty (including, without limitation, baggage) occurring while such persons or property are on an aircraft used by the Operating Party for the Services or are underthe care, custody or control of the Operating Party in connection with the Services;

SQ/86 Codeshare Agreement 

### S"LPage 11 

### (C< •CONFIDENTIAL

(b) negligent acts or omissions of the Operating Party related to its obligations underthis Agreement;
(c) the Operating Party's breach of any of its representations or warranties set forth in this Agreement; and/or
(d) infringement ofathird-party's intellectual property orsimilar rights by the Operating Party's logos, trademarks, service marks or trade names.

PROVIDED THAT, the Operating Party shall not be required to indemnify the Marketing Party, its officers, directors, agents, servants and employees, for any liability arising from gross negligence, recklessness or willful misconduct of the Marketing Party
, its officers, directors, agents, servants and employees.

11.2 The Marketing Party agrees to indemnify and hold harmless the Operating Party, its officers, directors, agents, servants, and employees from all third-party (including but not limited to a Competent Authority) Damages, which may occur against, be charged to or recoverable from the Operating Party, its officers, agents, servants, officers, directors and employees by reason of, arising out of, caused by,
or occurring in connection with (oralleged to be by reason of, arising out of, caused by, or occurring in connection with):
(a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier, but only to the extentcaused bythe gross negligence orwillful misconduct ofthe Marketing Party, its officers, directors, agents, servants and employees.
(b) negligent acts or omissions ofthe Marketing Party that are related to its obligations under this Agreement;
(c) the Marketing Party's breach of any of its representations or warranties set forth in this Agreement;
(d) infringement ofa third-party's intellectual property orsimilar rights by the Marketing Party's logos, trademarks, service marks or trade names; and/or
(e) passenger claims based on the Marketing Party's failure to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard lATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being

# 5"-tSQ/86 Codeshare Agreement Page 12 

### (C...

_CONFIDENTIAL

understood that in ticketing Cocteshared Passengers, the Marketing Party is entitled to apply the limits of liability provided for in its own Conditions of Carriage); provided, however, that the Marketing Party shall only 

### be liable under this clause 11.2(e) for that portion of any damages that is in excess of the damages against which the Operating Party would have been required to indemnify the Marketing Party under clause 11.2(a)-(c) if the Marketing Party had properly complied with all lATA ticketing procedures.

PROVIDED THAT, the Marketing Party shall not be required to indemnify the Operating Party for any liability arising from the Operating Party Indemnified Party's gross negligence, recklessness orwillful misconduct.

11.3 Notwithstanding clause 11.1 or 11.2, each Party shall assume liability for, indemnify and hold harmless the other Party, its officers, directors, agents, servants and employees from all Damages for any injury to or death ofemployees of such Party under this Agreement (except when these are ticketed passengers of the other Party), or any damage to or loss of property used or provided to execute the Services (including the aircraft provided underthis Agreement) ofsuch Party arising out of or in any way connected with the operation ofthe Codeshare Flight, unless due to the gross negligence, recklessness or willful misconduct of the other Party.

11.4 Each Party further agrees to

. indemnify, defend and hold harmless the other Party, its officers, directors, agents, servants, and employeesfrom and against any and all Taxes or Assessments (subject to the terms of clause 16.6), as the case may be, levied upon or advanced by the Indemnified Party, but that ultimately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contemplated by this Agreement.

11

.5 A Party (the "Indemnified Party") that believes itis entitled to indemnification from the other Party (the "Indemnifying Party") pursuant to the terms of this Agreement will notify the Indemnifying Party of any or all claims for Damages, provided that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such failure is actually and materially prejudicial to the Indemnifying Party's ability to defend the claim. The Indemnified Party will supplythe Indemnifying Partywith all supporting documents and relevant information, at the Indemnifying Party's sole cost and expense. The Indemnified Party agrees that the Indemnifying Party and its insurers shall handle, resolve, settle ordefend any and all claims with respect to Damages triggering the Indemnifying Party's indemnification obligations hereunder. If the Indemnifying Party fails to take any action against the third party claim that is the subject ofan Indemnification Notice within thirty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing prior written notice to, butwithoutthefurther consent of, the Indemnifying Party settle ordefend against such third-party claim for the account, and at the expense, of the

# S'"L
SQ/86 Codeshare Agreement Page 13

### ~.CONFIDENTIAL

Indemnifying Party. Except as set forth in this clause 11.5, the Indemnified Party shall not enter into any settlement or other compromise or consent to ajudgment with respectto athird-party claim towhich the Indemnifying Party has an indemnity obligation without the prior written consent of the Indemnifying Party. The Indemnifying Party and the Indemnified Party agree to consult and cooperate in the handling, resolution, settlement or defence of such Damages, but the final claims handling authority rests with the Indemnifying Party and its insurers, provided that the Indemnified Party's prior written approval is required for any settlement affecting the rights or obligations ofthe Indemnified Party.

11.6 Each Party shall assume the entire responsibility forthe issuance ofits own traffic documents and the reservation ofspace, and shall indemnifythe other Party, its officers, agents, servants and employees against all Damages arising therefrom, provided that such indemnification shall not cover claims caused bythe gross negligence, recklessness orwilful misconduct ofthe other Party.

11.7 EXCEPT WHERE ARISING OUT OF A PARTY'S SOLE NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON CONTRACT, STATUTORY LIABILITY, TORT, WARRANTY CLAIMS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND EACH PARTY HEREBY RELEASES AND WAIVES ANY CLAIM AGAINST THE OTHER PARTY REGARDING SUCH DAMAGE.

11.8 The Operating Party shall be responsible for any fines, penalties, etc. imposed on the Marketing Party by the relevant authorities relating to the Operating Party's failure to complywith the US Department ofTransportation Final Rule on Enhancing Airline Passenger Protection, whether such failure relates to the tarmac delay plan or otherwise.

12. Insurance

12.1 Throughout the duration ofthis Agreement each Party, when acting as the Operating Party, shall procure and maintain the following insurance in support of the Codeshare Flights operated by such Party, as contemplated by this Agreement:
(a) Aircraft Hull All Risks and Hull War and Allied Perils Insurance's for the aircraft provided and shall cause its Insurers to waive any and all rights of subrogation against the other Party, its officers, agents, servants and employees except in respect of claims caused by the gross negligence, recklessness or willful misconduct of the other Party, its officers, agents, servants and employees.

SQ/86 Codeshare Agreement Page

# 141t:.CONFIDENTIAL(b)AircraftThirdParty,Passenger,Baggage,CargoandMailLegalLiabilityInsuranceforacombinedlimitpropertydamage)ofInrespectofthirdperAVN52EElimitshallbe_.....Suchlegalliabilityinsuranceshall(i)includetheotherParty,itsofficers,agents,servantsandemployeesasadditionalinsureds(the"AdditionalInsureds")exceptinrespectofclaimscausedbythegrossnegligence,recklessness,orwillfulmisconductoftheotherParty,itsofficers,agents,servantsandemployees.(ii)providethattheinsuranceshalloperateinallrespectsasifaseparatepolicyhadbeenissuedcoveringeachPartyinsuredhereunder.NotwithstandingtheforegoingthetotalliabilityofInsurersinrespectofanyandallinsuredsshallnotexceedthelimitsofliabilitystatedinthepolicy.(iii)providethatthisinsuranceshallbeprimaryandwithoutrightofcontributionfromanyotherinsurancecarriedbytheAdditionalInsureds.(iv)providethattheAdditionalInsuredsshallhavenoresponsibilityforpremiumandInsurersshallwaiveanyrightsofset-offorcounter-claimagainsttheAdditionalInsuredsexceptinrespectofoutstandingpremiuminrespectoftheaircraftthesubjectofaclaim.(v)providethatthecoveraffordedtoeachAdditionalAssuredbythepolicyshallnotbeinvalidatedbyanyactoromission(includingmisrepresentationandnon-disclosure)ofanyotherpersonorPartywhichresultsinabreachofanyterm,conditionorwarrantyofthepolicyprovidedthattheAdditionalAssuredsoprotectedhasnotcaused,contributedtoorknowinglycondonedthesaidactoromission.(vi)providethat,exceptinrespectofanyprovisionforcancellationorautomaticterminationspecifiedinthepolicyoranyendorsementthereof,thecoverprovidedmayonlybecancelledormateriallyalteredinamanneradversetotheAdditionalInsuredsbythegivingofnotlessthanthirty(30)daysnoticeinwritingexceptthatwithrespecttowarandalliedperilscoverage,j/_SQ/86CodeshareAgreementPage1s(u.CONFIDENTIAL

such period of notice shall 

### be seven (7) days or such lesser period as may be customarily available.
(vii) Certificates of Insurance evidencing compliance with the foregoing shall be made available by each Party to the other in good time before thefirstflight hereunder and following each and every renewal ofsuch insurance(s).
(viii) The Operating Party and Marketing Party shall each procure at its own cost Workmen's Compensation or a corresponding insurance and Employer's Liability insurance against the liabilities of each respective Party to its employees for death or injury. Each Party shall cause its insurers to waive subrogation rights against the other Party for recovery of damages to the extent these damages are covered by the workers compensation and employers liability insurance obtained by each Party.
(ix) Indemnification by Government in Lieu of Insurance. Notwithstanding any provision of this clause 12 requiring insurance, in lieu of insurance against any risk, indemnification from, or insurance provided by, the United States government, or any agency or instrumentality thereof, against such risk in an amountwhich, when added to the amount of insurance maintained against such risk by Operating Carrier, shall 

### be at least equal to the amount of insurance against such risk otherwise required by this clause 12 shall be considered adequate insurance for purposes ofthis clause 12.



### 13. Family Assistance

13.1 In the event of an aircraft accident, the carriers and their insurers shall endeavour to cooperate in post-accident handling to mutually ensure that the families ofthe accidentvictims aretreated in compliance with Applicable Laws and with the dignity, respect and financial assistance to which they are entitled. All Parties will act in the spirit ofgood faith and reasonableness. Cooperation among all Parties shall not 

### be unreasonably withheld.

13.2 The Operating Party shall 

### be responsible for performing, and incurring all associated costs with respect to, all emergency response activities at the accident
scene and all family assistance activities as required by law or usual custom and practice. The Marketing Party agrees that, at its cost and expense, 

### it will provide information and shall assist the Operating Party with respect to its ticketed passengers.

SQ/86 Codeshare Agreement Page 16 

### ({t

.CONFIDENTIAL

14. Third Partv Ticket Stock

14.1 The Marketing Party shall update its ATPCO chart 

### 2 as a preventive
measure against third parties selling seats on the Marketing Party flights that are operated by the Operating Party



### 15. Accounting

15.1 The Parties will invoice each otherthrough the lATA Clearing House for the
sums due in accordance with lATA Clearing House procedures and in any event in accordance with Appendix 

### D hereto.

15.2 Ifthe Marketing Party's passengers are found to hold third partyticket stock, the Operating Party will uplift such passengers and will bill the third party through normal interline procedures. Ifthe amount billed by the Operating Partyto the third party underthe terms ofthe MPAsettlement is lessthan the settlement rates stated in Appendix H, the Marketing Party will pay the difference in the amount to the Operating Party. Ifthe Operating Party is unableto recover part or the whole ofthe amountfrom the third party because the Operating Partydoes not have an interline agreement with the third party orthe third party refuses to pay the Operating Party, the Marketing Party will pay the Operating Party the irrecoverable amount based
on the rates stated in Appendix H.

15.3 Marketing Party passengers who would be exceptionally 

### be transferred to the Operating Party underthe Flight Interruption Manifest rules (FIM passengers) will 

### be charged by the Operating Party to the Marketing Party at the rates as per normal Multilateral Proration Agreement (MPA) rules if not otherwise agreed in 

### the SPA.

15.4 The Parties agree that all other revenue accounting matters shall be handled in accordance with Appendix 

### D hereto.



### 16. Taxes

16.1 Subject to clause 16.4, each Party shall be responsible for any net or gross income orfranchise taxes (orTaxes ofa similar nature) on the revenues or income
or any measure thereof which is attributable to it in connection with the sale ofair transportation pursuant to this Agreement.

16.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall collect. except as otherwise prohibited by law, all Ticket Taxes relating to tickets sold ortravel documents issued by itwith respect to air transport pursuant to this Agreement. The Parties hereby agree as follows:

SQ/86 Codeshare Agreement

### ~L Page 17

### {~ .CONFIDENTIAL

(a) The Ticketing Carrier shall collect, report and remit to the taxation authorities any non-interlineable Ticket Taxes levied in connection with sales ofthe Codeshared Flights.
(b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in connection with the sales of the Codeshared Flights. If the Ticketing Carrier is the Marketing Carrier or a third-party, the Operating Carriershall report and issue a debit invoice to the Ticketing Carrierthrough the lATA Clearing House for any interlineable Ticket Taxes in connection with the sales ofthe Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such interlineable Ticket Taxes.
(c) All interlineable Tax, Fees and Charges (TFC's) shall be paid by the Operating Carrierfor all passengers having the Marketing Carrier's tickets. These interlienable TFC's shall be invoiced to the Ticketing Carrier regardless collected or not as per RAMIReso rules. Ifthe Ticketing Carrier is a third-party, the Marketing Carrier shall use commercially reasonable efforts to cause such third-party to implement the foregoing provisions.

16.3 Notwithstanding the provisions of clause 16.2, if the Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets
are sold or where travel documents are issued, then the Ticketing Carrier is relieved onlyfrom collecting such TicketTaxes so prohibited by law and shall notify the Operating Party, (i) no later than the Commencement Date with respect to any such laws existing as ofsuch date and (ii) within thirty (30) days ofthe enactment ofanysuch laws afterthe Commencement Date, which TicketTaxes it is prohibited from collecting and render reasonable assistance to the Operating Party so that procedures can be implemented to collect such Ticket Taxes from the passenger

.
16.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in connection with the Codeshare Flights may require withholding of Taxes on certain of the payments that either of the Parties or their agents (the "Payor") may be required to pay to the other Party (the "Payee") under this Agreement. It is agreed that payments to the Payee shall be exclusive of such withholding, provided however, thatthe Payorshall inform the Payee in writing with at least forty-five (45) days' advance notice of its intent to withhold the Taxes and the legal basis for such withholding. The Payor shall inform the Payee:
(a) within fifteen (15) days of receipt by the Payor of any directives that may be given to the Payor by such taxation authority; and
(b) within fifteen (15) days of payment by the Payor to the relevant taxation authority ofthe amounts withheld by Payor.

SQ/86 Codeshare Agreement Page 18CONFIDENTIAL

16.5 In the eventthe Payor is required to withhold taxes underthe procedures of clause 16.4, the Payor shall provide to the Payee within thirty (30) days of such withholding a tax receipt and copies of any support for the payment as may be necessary to support a claim bythe Payee of a foreign tax credit underApplicable Laws.

16.6 Ifeither Party receives notice from any taxation authoritywith respectto any assessment or potential assessment or imposition of any Tax (collectively, an "Assessment") relating to this Agreement, thatthe other Party may be responsible for paying, directly or indirectly, the Party so notified shall inform the other Party in writing within ten (10) days of receipt of such notice. If the Party receiving such notice from a taxation authority is or will 

### be required to pay any Assessment for which the other Party is ultimately responsible, itshall be entitledto 

### be indemnified against such Assessment in accordance with clause 11.4. The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in clause 11.



### 17. General Conditions

17.1 ThisAgreement is subjectto review and approval by CompetentAuthorities. Both Parties agree to exerttheir best effortsto satisfythe requirements ofanysuch review

.
17.2 This Agreement and any dispute arising out ofor related to this Agreement (whether sounding in tort, contract or otherwise) shall be governed by and construed in accordance with the laws ofthe State of New York, without reference to the choice of law provisions thereof. The Federal Courts of the State of New York, United States of America shall have exclusive jurisdiction to hear disputes arising under or in connection with this Agreement.

17.3 Any change or amendment to this Agreement shall 

### be made in writing and signed by the authorized officers of each Party and shall form Exhibits to this Agreement. Such Exhibits shall constitute an additional agreement hereto. For avoidance of doubt, the Appendices hereto may be substituted by written agreement ofthe Parties and such new appendices shall supersede anyAppendix thus substituted

. 17.4 This is a non-exclusive Agreement and does not prevent either Party from entering into or maintaining existing marketing arrangements or codeshare arrangements with any other airline on the same routes.

17.5 All matters relating to this Agreement shall be dealt with exclusively by the Head Office ofthe Parties directly.

### ~ SQ/86 Codeshare Agreement Page 19 

## ({-t.. ·CONFIDENTIAL

17.6 The descriptive headings ofthe clauses ofthis Agreement are inserted for convenience only, confer no rights or obligations on either Party, and do not constitute a part ofthe Agreement.

17.7 The relationship of the Parties in this Agreement shall 

### be that of independent contractors. Neither Party is intended to have, and neither of them shall represent to any other person that it has, any power, right or authority to bind the other, or to assume, or to create any obligation or responsibility, express or implied, on behalf ofthe other except as expressly provided by this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall 

### be construed to create between the Parties a partnership, joint venture, employment relationship, franchise or agency.

17.8 This Agreement (including the Appendices and any amendments to this Agreement contained in Exhibits) constitutes the entire understanding between the Parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded by this Agreement.

17.9 If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of such provisions orthe remaining provisions.

17.10 This Agreement shall bind and inure to the benefit ofthe Parties and their respective successors and assigns; provided, however, neither Party may assign
or transfer this Agreement or any portion thereof to any person or entity without the express written consent of the other Party. Any assignment or transfer, by operation of law or otherwise, without such written consent shall 

### be null and void and of no force or effect.

17.11 Neither Party will 

### be liable for delays or failure in performance under this Agreement caused by acts ofGod, war, strikes, labordisputes (including strike and lockout), work stoppage, fire, flood, acts or refusals of a Competent Authority, damage to or destruction of aircraft or other flight equipment, mechanical difficulties or breakdowns, grounding of a substantial number of a Party's aircraft by any Competent Authority or by voluntary action by a Party for safety reasons (in lieu of governmental actions), unavailability offuel, riots or civil commotion; or any other event beyond the control of that Party. In such case, (i) neither Party shall 

### be held to pay any damages or cost ofwhatever kind exceptfor any accrued right and liability, and (ii) the Parties shall discuss and agree on the action to be taken.

17.12 This Agreement may 

### be executed in counterparts and/or via PDF followed by the hard copy original, each ofwhich shall 

### be deemed to 

### be an original and all ofwhich, taken together, shall constitute one and the same document.

SQ/86 Codeshare Agreement Page 20 

## (Ct.

-CONFIDENTIAL

17.13 Except as otherwise specified in an Exhibit, all notices, demands, requests
or other communications pertaining to this Agreement shall be in writing and shall be deemed given when delivered personally, telecopied (transmission confirmed)
or mailed when received bythe other Party atthe following addresses:

In the case of SQ to:

Ms Ethel Tan, Company Secretary Singapore Airlines 08 D Airline House, 25 Airline Road Singapore 819829

Tel.: (+65) 6541 4030 Telefax: (+65) 6542 6832 e-mail: ethel_tan@singaporeair.com.sg

With a separate copy addressed to: MrJoey Seow, VP Partnerships Singapore Airlines 09 F Airline House, 25 Airline Road Singapore 819829

Tel.: (+65) 6541 6006 Telefax: (+65) 6542 0959 e-mail: joey_seow@singaporeair.com.sg

and in the case of 86, to:

JetBiue Airways Corporation 27-01 Queens Plaza North Long Island City, NY 11101 Attention: Director, Airline Partnerships

With a separate copy addressed to: Attention: General Counsel (at the same street address)

17.14 The waiver by either Party of any term, covenant or condition of this Agreement shall not constitute a waiver of any subsequent breach or preclude such Party from thereafter demanding performance thereofaccording to the terms ofthe Agreement.

17.15 The Parties shall attempt to resolve any disputes that arise concerning the interpretation ofthis Agreement. The Parties shall meetwithin thirty (30) days upon receipt of notice by either Party that a dispute exists. Ifthe Parties cannot resolve any such dispute within seven (7) days following the first day ofsuch meeting, the dispute shall be referred to one or more members of the executive management

## h

SQ/86 CodeshareAgreement Page21 

## [V.

.CONFIDENTIAL

ofeach Party who shall meet in person (or, ifthat is not possible economically or physically impractical, by phone) within thirty (30) days of such referral. If no resolution is reached within three (3) working days following the first day of such meeting, the Parties may agree to refer the matter to arbitration.

17.16 Nothing in this Agreement precludes either Party from operating additional flights not covered by this Agreement.



### 18. Termination

18.1 This Agreement shall become effective on the Commencement Date and shall continue in full force until terminated as provided herein

.
18.2 This Agreement may be terminated by either Party for any or no reason by: (i) providing no less than one hundred (180) days prior written notice to the other Party for a termination date that is within one (1) year from the Commencement Date (i.e., May 1, 2014 through April30, 2015); or (ii) providing no lessthan ninety (90) days prior written notice to the other Party for a termination date that is any time from May 1, 2015.

18.3 Either Party may terminate this Agreement at any time upon written notice to the other Party ifthe other Party becomes unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or if a petition is presented (and not discharged within thirty (30) days) for the appointment of a receiver, liquidator or administrator or if a receiver, trustee, administrator or liquidator of all or substantially all of its property is appointed or if an analogous event to any ofthe above occurs in any otherjurisdiction.

18

.4 If either Party shall default in the performance ofany ofthe material terms, covenants, or conditions of this Agreement, or are in persistent default of any terms, covenants or conditions, the other Party may give written notice of such default, and, in the event such default is not cured within thirty (30) days the Party giving notice of default may terminate this Agreement by further written notice to the Party in default, without prejudice to any other right which either Party may have.

18.5 If any ofthe respective Competent Authorities of the Parties withdraw any permission required to operate the Services as envisaged by this Agreement or such permission ceases and is not renewed this Agreement will terminate simultaneously with the date on which any such permission ceases or is withdrawn.

18.6 Any termination of this Agreement will be without prejudice to any rights or obligations ofeither Partywhich have accrued prior to termination. Clauses 11, 12, 16, 17 and 19 and any provisions required to give meaning to those clauses shall survive any expiration or termination ofthis Agreement. 

# 5L

SQ/86 CodeshareAgreement Page22 

## (ltCONFIDENTIAL

19. Confidentiality

19.1 Except as necessary to obtain any approvals from a Competent Authority
or as otherwise provided below, each Party shall, and shall ensure that its directors, officers, employees, Affiliates, and professional advisors (collectively, the "Representatives"), at all times, maintain strict confidence and secrecy in respect of all Confidential Information of the other Party received directly or indirectly as a result of this Agreement. If a Party (the "Disclosing Party") is requested todisclose any Confidential Information ofthe other Party (the· Affected Party") under the terms of a subpoena or order issued by a court or Competent Authority, it shall (a) notify the Affected Party immediately ofthe existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party
on the advisability oftaking legally available steps to resist or narrow such request, and (c) if any disclosure of Confidential Information is required to prevent the Disclosing Party from being held in contempt or subject to other legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to the disclosed Confidential Information. Each Party agrees to transmit Confidential Information only to such of its Representatives as required for the purpose of implementing and administering this Agreement, and shall inform such Representatives of the confidential nature of the Confidential Information and instruct such Representatives to treat such Confidential Information in a manner consistent with this clause. Neither Partyshall use information or data provided by the other Party (whether or not designated confidential or proprietary) in connection with this Agreement except in fulfillment of its obligations hereunder.

19.2 Wrthin ninety (90) days after the termination ofthis Agreement, each Party shall either deliver to the other Party or destroy all copies of the other Party's Confidential Information in its possession or the possession of any of its Representatives (including, without limitation, any reports, memoranda or other materials prepared by such Party or at its direction) and purge all copies encoded
or stored on magnetic or other electronic media or processors, unless and only to the extent that the Confidential Information is necessary for the continued administration and operation ofsuch Party's programs or is reasonably necessary in connection with the resolution ofany dispute between the Parties.

19.3 Each Party acknowledges and agrees that in the event ofany breach ofthis Clause, the Affected Party shall be irreparably and immediately harmed and could not be made whole by monetary Damages. Accordingly, it is agreed that, in addition to any other remedy at law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual Damages) to prevent breaches or threatened breaches of this Clause and/or to compel specific performance ofthis Clause

. 

# 5L

SQ/86 Codeshare Agreement Page23**{~**CONFIDENTIAL

19.4 The confidentiality obligations ofthe Parties underthis Clause shall survive the expiration or termination ofthis Agreement for a period offive (5) years.

19.5 Each Party shall, in its collection, processing, disclosure orother use ("Use") of any information and data which can be related to an identifiable individual ("Data"), for any purpose arising out of or in connection with this Agreement, comply with any applicable laws or legal requirements. For clarity, Data provided by a Party shall be considered that Party's Confidential Information.

SQ/86 Codeshare Agreement 

# ;?!< Page24**~** .CONFIDENTIAL

[Execution Pages to Follow]



### f-..
SQ/86 CodeshareAgreement Page 25 

## j{!.

.CONFIDENTIAL

IN WITNESS WHEREOF the Parties have entered into this Agreement



### Singapore Airlines Limited

Name:
Title:

Date: 

# 2:S MA:

# l 2-v

## l 

# 4'

SQ/86 Codeshare Agreement 

### JetBiue Airways Corporation

Name: Scott Laurence
Title: Vice President, Network & Partnerships

Date: 

# :77

# to/ }of 

# 1

Page26