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 See Air 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

 See MALIAT, 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 costefficient 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

 SQ holds a foreign air carrier permit issued pursuant to Order 97-12-26 (Dec. 24, 1997) 

which authorizes it to provide scheduled foreign air transportation of persons, property and mail 

from points 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 Agreement
CONFIDENTIAL 

CODESHAREAGREEMENT 

(Passenger) 

between 

SINGAPORE AIRLINES LIMITED 

and 

JETBLUE AIRWAYS CORPORATION 
Article 

1. 

2. 

3. 

4. 

5. 

6. 

7. 

8. 

9. 

10. 

11 . 

12. 

13. 

14. 

15. 

16. 

17. 

18. 

19. 

CONFIDENTIAL 

List of Contents 

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 Revenue Accounting 

Appendix E lnflight Service I Special Service Requirements (SSR) 

Appendix F Emergency I Crisis Management Procedures 

Appendix G Security Requirements 

Appendix H Settlement for third 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 effect from 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 of America 

("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 passenger services with 

effect from the Commencement Date in accordance with Appendix A hereto 

subject to the 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. 

Now therefore in consideration of the 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 of this 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 of its obligations under this Agreement. 

"Future Codeshare" means any codeshare arrangements that may be 

mutually agreed between the Parties at a later date, which for the 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 or other approvals of Competent Authorities 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 of the 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 

or entity 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 pursuant to this Agreement 

from the Commencement Date or in the future on any of the Routes. 

"Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp 

taxes, documentary taxes, Ticket Taxes or other charges of a 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 

Competent Authority. 

"Ticket Taxes" means any transactional taxes or passenger facility charges, 

including, without limitation, sales taxes, use taxes, stamp taxes, excise 

taxes, value added taxes, gross receipts taxes, departure taxes, 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 of or 

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 over the 

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) if any 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 of the 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 of the 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... . 

5L 
CONFIDENTIAL 

3.6 Each Party will file with the relevant Competent Authorities, 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 of the Agreement then such 

losses shall be borne by the 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 

at the 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 of the Services in accordance with Appendix 

B. 

3.12 The Conditions of Carriage of the Marketing Carrier and Claims Handling 

Procedures of the Operating Party shall apply to the Services. The Operating Party 

shall be responsible for and bear the costs of the handling of passengers, 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 of the Parties shall be notified to the passengers by the 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 Codeshare Agreement Page 7 {Ct. . 

)t 
CONFIDENTIAL 

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 

other with 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 of the Operating Party shall apply to the extent 

consistent with the terms of this 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 of the Services without the prior written consent of the Marketing 

Party whose consent shall not be unreasonably withheld, conditioned or delayed. 

For avoidance of doubt the responsibility and liability of the 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 of the 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 of passengers 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 of the irregularity, interruption or cancellation is Marketing Party's action or 

omission. Equal treatment shall be extended by the Operating Party to 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 of a diversion of any of the Services, the Operating Party shall 

assume all liabilities, costs and responsibilities for the completion of the 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 of and 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 under the 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 Party shall identify the Codeshare Flights, in accordance with 

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 of sale. 

6. Intellectual Property 

6.1 This Agreement is not, and shall not be construed to be, a licence for either 

Party to, and each of the Parties will not, use the trade names, trademarks, service 

marks or logos or descriptions of services or product of the other Party without 

such Party's prior written 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 administer the reservations procedures in accordance with 

Appendix C hereto. 

7.2 Special passenger requirements shall be honoured to the 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 by the Marketing 

Party to the Operating Party belongs to the Marketing Party. The Operating Party 

undertakes to keep all such information confidential and not to use it other than 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 

of the 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 of any person or damage or delay or to or 

loss of property (including, without limitation, baggage) occurring while such 

persons or property are on an aircraft used by the Operating Party for the 

Services or are under the 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 under this Agreement; 

(c) the Operating Party's breach of any of its representations or 

warranties set forth in this Agreement; and/or 

(d) infringement of a third-party's intellectual property or similar 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 (or alleged 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 

extent caused by the gross negligence or willful misconduct of the Marketing 

Party, its officers, directors, agents, servants and employees. 

(b) negligent acts or omissions of the 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 of a third-party's intellectual property or similar 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 or willful 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 of employees 

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 under this Agreement) of such 

Party arising out of or in any way connected with the operation of the 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 employees from 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 it is 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 supply the Indemnifying Party with 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 or defend 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 of an 

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, but without the further consent of, the Indemnifying Party settle or defend 

against such third-party claim for the account, and at the expense, of the 

S'"L 

SQ/86 Codeshare Agreement Page 13 ~. 
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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 a judgment 

with respect to a third-party claim to which 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 of the Indemnified Party. 

11.6 Each Party shall assume the entire responsibility for the issuance of its own 

traffic documents and the reservation of space, and shall indemnify the other Party, 

its officers, agents, servants and employees against all Damages arising 

therefrom, provided that such indemnification shall not cover claims caused by the 

gross negligence, recklessness or wilful misconduct of the 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 comply with the US Department of Transportation 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 of this 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:. 
REDACTED REDACTED

E limit shall be _..... 

Such legal liability insurance shall 

(i) include the other Party, its officers, agents, servants and 

employees as additional insureds (the "Additional Insureds") 

except in respect of claims caused by the gross negligence, 

recklessness, or willful misconduct of the other Party, its officers, 

agents, servants and employees. 

(ii) provide that the insurance shall operate in all respects as if a 

separate policy had been issued covering each Party insured 

hereunder. Notwithstanding the foregoing the total liability of 

Insurers in respect of any and all insureds shall not exceed the 

limits of liability stated in the policy. 

(iii) provide that this insurance shall be primary and without right of 

contribution from any other insurance carried by the Additional 

Insureds. 

(iv) provide that the Additional Insureds shall have no responsibility 

for premium and Insurers shall waive any rights of set-off or 

counter-claim against the Additional Insureds except in respect 

of outstanding premium in respect of the aircraft the subject of a 

claim. 

(v) provide that the cover afforded to each Additional Assured by the 

policy shall not be invalidated by any act or omission (including 

misrepresentation and non-disclosure) of any other person or 

Party which results in a breach of any term, condition or warranty 

of the policy provided that the Additional Assured so protected 

has not caused, contributed to or knowingly condoned the said 

act or omission. 

(vi) provide that, except in respect of any provision for cancellation 

or automatic termination specified in the policy or any 

endorsement thereof, the cover provided may only be cancelled 

or materially altered in a manner adverse to the Additional 

Insureds by the giving of not less than thirty (30) days notice in 

writing except that with respect to war and allied perils coverage, 

j/_ 

SQ/86 Codeshare Agreement Page 1s (u . 
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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 the first flight hereunder and following each and 

every renewal of such 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 amount which, 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 of this 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 of the accident victims are treated 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 of good 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 . 
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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 other through 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 If the Marketing Party's passengers are found to hold third party ticket stock, 

the Operating Party will uplift such passengers and will bill the third party through 

normal interline procedures. If the amount billed by the Operating Party to the third 

party under the terms of the MPA settlement is less than the settlement rates stated 

in Appendix H, the Marketing Party will pay the difference in the amount to the 

Operating Party. If the Operating Party is unable to recover part or the whole of the 

amount from the third party because the Operating Party does not have an interline 

agreement with the third party or the 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 under the 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 or franchise taxes (or Taxes of a similar nature) on the revenues or income 

or any measure thereof which is attributable to it in connection with the sale of air 

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 or travel documents issued by it with respect to air transport 

pursuant to this Agreement. The Parties hereby agree as follows: 

SQ/86 Codeshare Agreement 

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(a) The Ticketing Carrier shall collect, report and remit to the taxation 

authorities any non-interlineable Ticket Taxes levied in connection with 

sales of the 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 

Carrier shall report and issue a debit invoice to the Ticketing Carrier through 

the lATA Clearing House for any interlineable Ticket Taxes in connection 

with the sales of the 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 Carrier for 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. If the 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 only from collecting such Ticket Taxes 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 of such date and (ii) within thirty (30) days of the enactment 

of any such laws after the Commencement Date, which Ticket Taxes 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, that the Payor shall 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 of the amounts withheld by Payor. 

SQ/86 Codeshare Agreement Page 18 
CONFIDENTIAL 

16.5 In the event the Payor is required to withhold taxes under the 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 by the Payee of a foreign tax credit under Applicable 

Laws. 

16.6 If either Party receives notice from any taxation authority with respect to any 

assessment or potential assessment or imposition of any Tax (collectively, an 

"Assessment") relating to this Agreement, that the 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, it shall be entitled to 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 This Agreement is subject to review and approval by Competent Authorities. 

Both Parties agree to exert their best efforts to satisfy the requirements of any such 

review. 

17.2 This Agreement and any dispute arising out of or related to this Agreement 

(whether sounding in tort, contract or otherwise) shall be governed by and 

construed in accordance with the laws of the 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 of the Parties and such new appendices shall supersede any Appendix 

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 of the Parties directly. 

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SQ/86 Codeshare Agreement Page 19 ({-t.. · 
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17.6 The descriptive headings of the clauses of this Agreement are inserted for 

convenience only, confer no rights or obligations on either Party, and do not 

constitute a part of the 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 of the 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 or the remaining provisions. 

17.10 This Agreement shall bind and inure to the benefit of the 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 of God, war, strikes, labor disputes (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 of fuel, 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 of whatever kind except for 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 of which shall be deemed to be an original and all 

of which, 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 by the other Party at the 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: 

Mr Joey 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 thereof according to the terms 

of the Agreement. 

17.15 The Parties shall attempt to resolve any disputes that arise concerning the 

interpretation of this Agreement. The Parties shall meet within thirty (30) days upon 

receipt of notice by either Party that a dispute exists. If the Parties cannot resolve 

any such dispute within seven (7) days following the first day of such meeting, the 

dispute shall be referred to one or more members of the executive management 

h 

SQ/86 Codeshare Agreement Page21 [V. . 
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of each Party who shall meet in person (or, if that 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 less than 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 if the 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 of the above occurs in any other jurisdiction. 

18.4 If either Party shall default in the performance of any of the 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 of the 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 of either Party which 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 of this Agreement. 5L 

SQ/86 Codeshare Agreement Page22 (lt 
CONFIDENTIAL 

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 to disclose any Confidential Information of the 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 of the existence, terms, 

and circumstances surrounding such request, (b) consult with the Affected Party 

on the advisability of taking 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 Party shall 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 of this 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 of such Party's programs or is reasonably necessary 

in connection with the resolution of any dispute between the Parties. 

19.3 Each Party acknowledges and agrees that in the event of any breach of this 

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 of this Clause . 

5L 

SQ/86 Codeshare Agreement Page23 {~ 
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19.4 The confidentiality obligations of the Parties under this Clause shall survive 

the expiration or termination of this Agreement for a period of five (5) years. 

19.5 Each Party shall, in its collection, processing, disclosure or other 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 

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[Execution Pages to Follow] 

f-.. 

SQ/86 Codeshare Agreement Page 25 j{!. . 
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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