BEFORE THE 

 DEPARTMENT OF TRANSPORTATION 

 WASHINGTON, D. C. 

---------------------------------------------

Joint Application of : 

 : 

 AMERICAN AIRLINES, INC. : 

 and : DOT-OST-2011- 

 WESTJET, AN ALBERTA PARTNERSHIP : 

 : 

under l4 CFR Part 2l2 for a statement of : 

of authorization (reciprocal codesharing) : 

---------------------------------------------

JOINT APPLICATION OF AMERICAN AIRLINES, INC.

AND WESTJET, AN ALBERTA PARTNERSHIP 

Communications with respect to this document should be sent to: 

For WestJet: For American Airlines:

SHAWN CHRISTENSEN VIRASB VAHIDI 

Vice President, Legal Services Senior Vice President - 

WestJet, An Alberta Partnership Marketing and Planning 

22 Aerial Place NE and Chief Commercial Officer 

Calgary, Alberta American Airlines, Inc. 

CANADA T2E 3J1 P.O. Box 619616, MD 5634 

 DFW Airport, Texas 75261 

TODD PETERSON 

Director of Alliances KENJI C. HASHIMOTO 

WestJet, An Alberta Partnership Vice President - 

22 Aerial Place NE Strategic Alliances 

Calgary, Alberta American Airlines, Inc. 

CANADA T2E 3J1 P.O. Box 6l96l6, MD 5628 

 DFW Airport, Texas 75261 

LORNE MACKENZIE 

Director, Regulatory Affairs 

WestJet, An Alberta Partnership 

22 Aerial Place NE 

Calgary, Alberta 

CANADA T2E 3J1 
DON H. HAINBACH 

Garofalo Goerlich Hainbach PC WILLIAM K. RIS, JR. 

1200 New Hampshire Ave., N.W. Senior Vice President - 

Suite 800 Government Affairs 

Washington, D.C. 20036 American Airlines, Inc. 

(202) 776-3970 ll0l l7th Street, N.W. 

dhainbach@ggh-airlaw.com Washington, D.C. 20036 

Counsel for WestJet

 ROBERT A. WIRICK 

 Director, Regulatory Affairs 

 American Airlines, Inc. 

 P.O. Box 619616 

 DFW Airport, Texas 75261 

 (817) 963-0394 

 robert.wirick@aa.com 

 CARL B. NELSON 

 Associate General Counsel 

 American Airlines, Inc. 

 ll0l l7th Street, N.W. 

 Suite 600 

 Washington, D.C. 20036 

 (202) 496-5647 

 carl.nelson@aa.com 

February 28, 2011 
BEFORE THE 

 DEPARTMENT OF TRANSPORTATION 

 WASHINGTON, D. C. 

---------------------------------------------

Joint Application of : 

 : 

 AMERICAN AIRLINES, INC. : 

 and : DOT-OST-2011- 

 WESTJET, An Alberta Partnership : 

 : 

under l4 CFR Part 2l2 for a statement of : 

of authorization (reciprocal codesharing) : 

---------------------------------------------

JOINT APPLICATION OF AMERICAN AIRLINES, INC.

AND WESTJET, AN ALBERTA PARTNERSHIP 

 American Airlines, Inc. (and its affiliates American 

Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and WestJet, An Alberta Partnership, hereby jointly 

apply for statements of authorization under 14 CFR Part 212 for 

American to display the AA* code on WestJet-operated flights 

and for WestJet to display the WS* code on American-operated 

flights.

 The American/WestJet codeshare agreement, which provides 

notice of the parties’ initial codeshare service in Annex B, is 

attached. We propose to implement codeshare service on March 

27, 2011, or as soon as all required governmental licenses are 

obtained. 

 More specifically, American and WestJet are seeking the 

following authority: 
 - 2 - 

 (1) WestJet requests a statement of authorization under 

14 CFR Part 212 to display American's AA* designator code in 

conjunction with foreign air transportation of persons, 

property, and mail on flights operated by WestJet between 

Canada and the United States, between points in Canada, and 

beyond to points in third countries. 

 (2) American requests a statement of authorization 

under 14 CFR Part 212 to display WestJet’s WS* designator code 

in conjunction with foreign air transportation of persons, 

property, and mail on flights operated by American between the 

United States and Canada, between points in the United States, 

and beyond to points in third countries. 

 American holds open skies U.S.-Canada certificate 

authority granted by Order 2007-4-2, April 3, 2007. WestJet 

holds open skies Canada-U.S. exemption authority most recently 

issued by Notice of Action Taken, DOT-OST-2001-11158, December 

4, 2009.

 The requested authority is consistent with the open 

skies U.S.-Canada agreement, and with the public interest. See 

Statement of United States International Air Transportation 

Policy, 60 Fed. Reg. 21841, May 3, 1995. The services 

contemplated by American and WestJet will provide a more 

efficient use of capacity in the marketplace, and will help 

maximize the range of service options available to the public.

 
 - 3 - 

 Under the Department’s Notice in the Matter of Blanket 

Notification of Codeshare Service to Open-Skies Partners and 

Points, February 9, 2009, American and WestJet hereby provide 

blanket notification of their intent to engage in reciprocal 

codeshare services: 

ŹBetween any point or points in the United States and 

 any point or points in Canada (on a nonstop basis

 and intermediate routings via open-skies points) 

Ź Between U.S. points 

Ź Between Canadian points 

Ź Beyond Canada to any open-skies point or points

Ź Beyond the United States to any open-skies points 

 or points 

 American and WestJet will notify the Department no later 

than 30 days before commencing codeshare services to or from 

non-open skies countries. American and WestJet will conduct 

their codeshare operations in compliance with 14 CFR Part 257 

and other applicable rules and guidelines. 

 In response to the Department's letter of June l, l995 to 

participants in the Civil Reserve Air Fleet Program, American 

states that the codeshare arrangement at issue will have no 

impact on American's CRAF commitments. 

 American and WestJet request that blanket statements of 

authorization be granted for an indefinite period, consistent 

with the Department's precedent in other codeshare dockets. 
 - 4 - 

 American’s compliance statement on WestJet’s IOSA 

codeshare safety audit has been presented to and approved by 

the Federal Aviation Administration. The FAA has rated Canada 

as a Category 1 country. 

 American and WestJet request expedited consideration of 

this joint application so that the initial phase of AA/WS* and 

WS/AA* codeshare services may be implemented on March 27, 2011. 

American and WestJet will poll the parties named on the 

attached service list for non-objections, and will advise the 

Department of the results. 

 Respectfully submitted, 

 

DON H. HAINBACH CARL B. NELSON 

Garofalo Goerlich Hainbach PC Associate General Counsel 

 American Airlines, Inc. 

Counsel for WestJet

February 28, 2011

 
Execution Copy 

AA-WS-Codeshare Agreement Final

CODESHARE AGREEMENT 

between

AMERICAN AIRLINES, INC. 

and 

WESTJET AIRLINES LTD. 
AA-WS-Codeshare Agreement Final

TABLE OF CONTENTS 

1. GENERAL ........................................................................................................................................ 1

2. DEFINITIONS .................................................................................................................................. 1

3. CODESHARE SERVICE ................................................................................................................. 2

4. IMPLEMENTATION AND EXPENSES ........................................................................................ 4

5. INVENTORY CONTROL AND PROCEDURES ........................................................................... 5

6. MARKETING AND PRODUCT DISPLAY.................................................................................... 6

7. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT ................................... 7

8. FACILITIES ..................................................................................................................................... 8

9. TRAINING ....................................................................................................................................... 9

10. SECURITY ....................................................................................................................................... 9

11. SAFETY AND MAINTENANCE .................................................................................................... 9

12. FREE AND REDUCED RATE TRANSPORTATION ................................................................. 10

13. OTHER MARKETING PROGRAMS ........................................................................................... 10

14. TRADEMARKS AND CORPORATE IDENTIFICATION .......................................................... 10

15. REPRESENTATIONS AND WARRANTIES ............................................................................... 11

16. GOVERNMENTAL APPROVALS ............................................................................................... 13

17. TERM ............................................................................................................................................. 13

18. INDEMNIFICATION ..................................................................................................................... 15

19. INSURANCE .................................................................................................................................. 17

20. TAXES ............................................................................................................................................ 18

21. JOINT MANAGEMENT COMMITTEE ....................................................................................... 19

22. FORCE MAJEURE ........................................................................................................................ 20

23. GOVERNING LAW AND DISPUTE RESOLUTION .................................................................. 20

24. COVENANT TO COMPLY WITH ALL LAWS .......................................................................... 21

25. PUBLICITY .................................................................................................................................... 22

26. CONFIDENTIALITY ..................................................................................................................... 22

27. PRIVACY AND DATA PROTECTION ....................................................................................... 23

28. ASSIGNMENT ............................................................................................................................... 23

29. SEVERABILITY ............................................................................................................................ 24

30. NON-EXCLUSIVITY .................................................................................................................... 24

31. FURTHER ASSURANCES ........................................................................................................... 24

32. MISCELLANEOUS ....................................................................................................................... 24

33. NOTICES ........................................................................................................................................ 25
AA-WS-Codeshare Agreement Final 

CODESHARE AGREEMENT 

This CODESHARE AGREEMENT (this "Agreement"), dated as of February 25, 2011, is 

between: 

AMERICAN AIRLINES, INC., a corporation organized under the laws of the 

State of Delaware, United States of America, having its principal office at 4333 

Amon Carter Boulevard, Fort Worth, Texas 76155 United States of America 

("American"), 

and

WESTJET, a general partnership formed under the laws of the Province of 

Alberta, having its headquarters at 22 Aerial Place N.E., Calgary, Alberta T2E 

3J1, Canada (hereinafter, "WestJet").

In consideration of the mutual covenants and promises in this Agreement, American and WestJet hereby agree as 

follows: 

1. GENERAL 

1.1 The Parties agree that, except to the extent that they are inconsistent or conflict with this Agreement or the 

Interline Traffic Agreement entered into by the Parties, and as may be amended from time to time (the 

“WS-AA ITA”), the Parties shall utilize accepted industry procedures and agreements relating to the 

interlining of passengers and baggage. 

2. DEFINITIONS 

2.1 Terms with their initial letter(s) capitalized shall have the meanings ascribed to them in Annex A of this 

Agreement or where they are elsewhere defined herein (including the Annexes hereto). Such ascribed 

meanings shall be equally applicable to both the singular and plural forms of such terms. 

2.2 Terms used but not defined in this Agreement have the meaning or meanings, where applicable, consistent 

with the WS-AA ITA. 

2.3 Unless otherwise specified in this Agreement: 

(a) all references to "herein", "hereto", "hereof", "hereby", and "hereunder" are references to 

this Agreement as a whole and not to any particular section, subsection, paragraph, 

sentence or clause of this Agreement; 

(b) words importing the plural include the singular and vice versa; 

(c) references to a person will be construed as including references to an individual, 

company, corporation, firm, consortium, joint venture, association, organization, 

unincorporated body of persons, trust, or any state or government or any instrumentality, 

agency or political sub-division thereof or authority, board or body created or constituted 

thereby in each case, whether or not having separate legal personality; and 

(d) references to "including" or "include" means "including but not limited to", "including 

without limitation" or "include without limitation" respectively. 
2

AA-WS-Codeshare Agreement Final

2.4 All Schedules, Annexes, and Appendices to this Agreement, as may be amended from time to time, are 

incorporated herein and made a part hereof for all purposes. 

2.5 The headings in this Agreement have been inserted as a matter of convenience and do not define, limit or 

enlarge the scope of this Agreement or any of the provisions hereof. 

2.6 References to any statute, ordinance, enactment or order are deemed to include references to it as reenacted, amended, extended, consolidated or replaced and include any orders, decrees, proclamations, 

regulations, instruments or other subordinate legislation made under it. 

3. CODESHARE SERVICE 

3.1 The Parties will engage in codesharing on Codeshared Flights and will co-ordinate Codeshared Flights in 

accordance with the terms of this Agreement. 

3.2 Detailed procedures for implementation and operation of this Agreement will be set forth in the Procedures 

Manual, which will be mutually agreed and prepared by the Parties in conjunction with this Agreement. 

The Procedures Manual, including any amendments or supplements thereto agreed in writing between the 

Parties from time to time, shall be incorporated by reference into and made a part of this Agreement; 

provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a 

provision of this Agreement and any provision(s) of the Procedures Manual. 

3.3 From time to time without formally amending this Agreement, the Parties shall mutually designate certain 

flights on which the Parties shall place their respective Codes (each, a "Codeshared Flight"), which may 

include flights operated by their Authorized Affiliates, serving the city-pairs (each city-pair, a 

"Codeshared Route") identified in writing by the Parties. The initial list of Codeshared Routes is attached 

hereto as Annex B. 

3.4 For each Codeshared Flight, the Operating Carrier shall provide to the Codeshared Passengers the same or 

better standard of customer service as it provides to its own passengers traveling in the same class of 

service on the same flight. Minimum customer service standards, general passenger service procedures, 

and policies for the Codeshared Flights, including baggage services, are detailed in Annex C and the 

Procedures Manual. 

3.5 Subject to Article 24, the Parties shall use commercially reasonable efforts to coordinate their service 

schedules to maximize the convenience, and minimize the waiting time of passengers making connections 

between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither 

Party is obligated to operate specific flights or service schedules and each Party retains the right to 

determine the service schedules of its own flights. 

3.6 Subject to the terms of the Procedures Manual, the Parties may add Codeshared Flights, as may be mutually 

agreed, without formally amending this Agreement. 

3.7 Either Party in its role as Marketing Carrier may at any time discontinue the placement of its designator 

Code on any number of flights of the Operating Carrier in its sole discretion and without formally 

amending this agreement. 

3.8 In accordance with the Procedures Manual and with no less than thirty (30) days prior written notice, the 

Operating Carrier may specify a date on which the Marketing Carrier’s Code shall be removed from any 

Codeshared Flight operated by the Operating Carrier (the “Removal Date”) and upon receipt of such notice 

(the “Removal Notice”), the Marketing Carrier agrees to: (i) immediately close and cease to sell any 

inventory which will no longer be available following the Removal Date; and (ii) notify and reaccommodate any Codeshared Passengers who are scheduled to travel after the Removal Date on such 

Codeshared Flight. 
3

AA-WS-Codeshare Agreement Final

3.9 The Operating Carrier, in its sole discretion, may alter or discontinue any route, flight number, equipment 

or schedule. In the event of any alteration or discontinuation, the Operating Carrier shall notify the 

Marketing Carrier as soon as reasonably possible and the Marketing Carrier shall cooperate in publishing 

the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, 

and other sources of airline schedule information. 

3.10 Except as otherwise provided in the Procedures Manual, in the event there is any schedule irregularity 

affecting a Codeshared Flight or a cancellation of any Codeshared Flight, or in the event any Codeshared 

Passenger is denied boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating 

Carrier shall: 

(a) apply the same policies and procedures to the Codeshared Passengers as are applied to 

the Operating Carrier’s own passengers travelling on the same flight in the same class of 

service;

(b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting 

or denied boarding is caused by the Marketing Carrier), accommodate and/or pay denied 

boarding compensation or otherwise compensate Codeshared Passengers, in the same 

manner as its own passengers travelling on the same flight in the same class of service 

and subject to the provisions of the Procedures Manual and Applicable Law; and 

(c) notify the Marketing Carrier in accordance with the Procedures Manual. 

3.11 Notwithstanding the conditions of carriage applicable for any passengers who are not Codeshared 

Passengers, the Conditions of Carriage of the Marketing Carrier, including its limits of liability, shall 

govern the transportation of Codeshared Passengers on the Codeshared Flights. The applicable Conditions 

of Carriage shall be communicated to the Codeshared Passengers to the extent and in the manner required 

by Applicable Law, rules and regulations. Notwithstanding anything in this Section 3.11, the liability of the 

Parties to each other with respect to passenger claims shall be governed by Articles 18 and 19. 

3.12 The Operating Carrier shall notify the Marketing Carrier in writing as soon as commercially reasonable of 

any substitution of the operator of a Codeshared Flight with an operator other than the originally scheduled 

operator (the “Substitution”). Upon receipt of such written notification the Marketing Carrier may 

determine in its sole discretion if it will place its designator code on the flight(s) affected by the 

Substitution. 

3.13 In the event that more than 72 hours prior to the scheduled departure of a Codeshared Flight, the Operating 

Carrier notifies the Marketing Carrier of a Substitution, the Marketing Carrier agrees it shall notify the 

Codeshared Passengers of the Substitution in accordance with its policies and procedures and if the 

Codeshared Passenger elects not to be accommodated on the substituted carrier, the Marketing Carrier 

shall: 

(a) offer the affected Codeshared Passengers re-accommodation and if elected by the 

Codeshared Passenger re-accommodate the Codeshared Passenger at its own cost and 

expense; or 

(b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger 

provide such refund in accordance with its fare rules, conditions of carriage and 

applicable law at its own cost and expense. 

Notwithstanding the foregoing obligations of the Marketing Carrier, if at the time of check-in the 

Codeshared Passenger elects not to be accommodated on the substituted carrier, the Operating 

Carrier shall: 
4

AA-WS-Codeshare Agreement Final

(a) offer the affected Codeshared Passengers re-accommodation and if elected by the 

Codeshared Passenger re-accommodate the Codeshared Passenger at its own cost and 

expense; or 

(b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger 

direct the Codeshared Passenger to the Marketing Carrier who shall provide such refund 

in accordance with its fare rules, conditions of carriage and applicable law at its own cost 

and expense. 

3.14 In the event that less than 72 hours prior to the scheduled departure of a Codeshared Flight the Operating 

Carrier notifies the Marketing Carrier of a Substitution (the “Late Substitution Notice”), at the request of 

the Marketing Carrier the Operating Carrier shall notify Codeshared Passengers booked under the 

Marketing Carrier Code of the Substitution, provided that in any event the Operating Carrier shall notify 

the Codeshared Passengers of the Substitution not later than at flight check-in and shall: 

(a) offer the affected Codeshared Passengers re-accommodation and if elected by the 

Codeshared Passenger re-accommodate the Codeshared Passenger at its own cost and 

expense; or 

(b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger 

direct the Codeshared Passenger to the Marketing Carrier, which shall provide such 

refund in accordance with its fare rules, conditions of carriage and applicable law at the 

Operating Carrier’s cost and expense. 

Notwithstanding the foregoing obligations of the Operating Carrier, the Marketing Carrier may contact 

the Codeshared Passengers affected by the Late Operator Substitution and in accordance with its policies 

and applicable law, offer re-accommodation or a refund. The Marketing Carrier shall be reimbursed by 

the Operating Carrier for any re-accommodation or refund expenses resulting from the Late Operator 

Substitution. 

4. IMPLEMENTATION AND EXPENSES 

4.1 Implementation of this Agreement shall be subject to the following conditions precedent: 

(a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance 

Agreement, and mutual agreement on a Procedures Manual, each in a form and substance 

satisfactory to American and WestJet; 

(b) receipt by American and WestJet of all necessary Government Approvals as described in 

Article 16; 

(c) successful completion by each Party of the IATA Operational Safety Audit (IOSA) 

registration or renewal registration, or successful completion by either or both Parties of a 

codeshare audit in accordance with ICAO Annexes, DoD Quality & Safety 

Requirements, and the other Party’s internal safety requirements based on standard 

industry practice; and 

 (d) successful implementation and testing of codeshare (EDIFACT) and passenger 

processing automation. 

4.2 Unless otherwise agreed to in writing or as specifically set forth under the terms of this Agreement or the 

Procedures Manual, each Party agrees it shall bear its own costs and expenses of performance under this 

Agreement, including, without limitation, costs and expenses associated with all activities associated with 

this Agreement, including, but not limited to, the following: 
5

AA-WS-Codeshare Agreement Final

(a) the purchase or development of any systems to support the automation of procedures and 

settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, 

revenue accounting, etc.), including routine maintenance thereof; 

(b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at 

airports and city ticket offices in locations served by the Codeshared Flights in order to 

facilitate travel on the Codeshared Flights; and 

(c) the training of staff, marketing costs, and advertising costs. 

4.3 Each Party shall retain all right, title and interest in systems, software, signage, equipment and facilities 

solely funded by it. 

4.4 Ownership of jointly funded items shall be determined by the Parties in advance of each specific project. 

However, in the event that the Parties jointly fund items without first determining an allocation of 

ownership(s) and such items are related to the execution of this Agreement, the ownership of such items 

shall be allocated, subject to any bona fide interest(s) of a third party that is not an Affiliate of either Party, 

in accordance with the funding provided by each Party. In the event an Affiliate of either Party has a bona

fide interest(s) in a jointly funded item, the Parties agree that such interest shall be deducted from the 

allocation of interest that would otherwise be granted to the Party that is affiliated with such Affiliate. 

5. INVENTORY CONTROL AND PROCEDURES 

5.1 The availability of Marketing Flights will be controlled by standard AVS (availability status messaging) of 

the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier's local inventory 

class availability through an automated computerized interface, which both Parties will maintain 

throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared Flights. 

Detailed procedures for implementing and maintaining seat inventory access will be contained in the 

Procedures Manual. 

5.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes of the Operating 

Carrier for the Codeshared Flights, in accordance with the Procedures Manual. The Parties will endeavour 

to map the average coupon value of the Marketing Carrier's inventory classes to comparable classes of the 

Operating Carrier to provide similar access for bookings made by the Marketing Carrier for passengers 

yielding comparable revenue values; it being understood, however, that the Operating Carrier retains 

ultimate control over the opening, closing and other management of seat inventory availability on 

Codeshared Flights. Each Party shall use commercially reasonable efforts to provide equal inventory 

access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues as 

the Operating Carrier's passengers. Detailed procedures for implementing and maintaining inventory class 

maps will be contained in the Procedures Manual. 

5.3 This Section 5.3 shall govern the published fares of the Marketing Carrier offered on Codeshared Flights as 

follows: 

(a) for Routes served by only one Party, or its Authorized Affiliates, fares and fare rules filed 

by the Marketing Carrier for codeshared itineraries will match those of the Operating 

Carrier; 

(b) for Routes served by both Parties or their Authorized Affiliates, the fares and fare rules 

filed by the Marketing Carrier will match either those filed for its own flights or those 

filed by the Operating Carrier; 

(c) for Routes where one Party, or its Authorized Affiliates, offers non-stop service and the 

other Party, or its Authorized Affiliates, offers connecting service, the Marketing Carrier 
6

AA-WS-Codeshare Agreement Final

on the non-stop service will match the fares and fare rules filed by the Operating Carrier 

on the non-stop service;

(d) for Routes where the Marketing Carrier on a one-stop service also operates its own 

non-stop service, the Marketing Carrier will match either the fares and fare rules of the 

Operating Carrier on the one-stop service or apply the fares and fare rules of its own 

non-stop service; and 

(e) in the event of the Marketing Carrier's breach of Sections 5.3(a), (b), (c) or (d), the 

Operating Carrier shall have the right, in its sole discretion, after one day's prior written 

notice to the Marketing Carrier, to restrict or close the inventory access of the Marketing 

Carrier or remove the Code of the Marketing Carrier from the flight(s) in question, or to 

temporarily remove its own Code from the flight(s) operated by the defaulting Party on 

the Routes where the breach occurred. 

(f) Nothing in this Agreement shall prevent either Party from (i) initiating and operating or 

removing its own service in any origin and destination city pair at any time; or (ii) 

offering any fare(s), discount(s) or rebate(s) of any kind for interline itineraries valid on 

airlines, other than American or WestJet, on any origin and destination city pair. 

5.4 Each Party shall establish fares and rates independently, subject to the provisions of the applicable air 

transport agreements between the United States and Canada, on the one hand, and the governments of any 

country to which the Parties shall provide service pursuant to this Agreement, on the other hand. 

6. MARKETING AND PRODUCT DISPLAY 

6.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its Code. Each 

Party shall ensure that its respective advertising and promotions comply with all Applicable Law. The 

Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other applicable rules regarding 

the disclosure and holding out of Codeshared Flights provided for herein in the jurisdiction where such 

rules apply. The Marketing Carrier shall disclose to the extent required by Applicable Law through 

industry-approved schedule and selling mechanisms (as defined in the Procedures Manual), to consumers, 

travel agents and others selling the Codeshared Flights, as well as through any advertising, point-of-sale 

disclosures, and any other appropriate means, that each Codeshared Flight is a flight of and operated by the 

Operating Carrier or its Authorized Affiliate. The foregoing information shall be given in accordance with 

Applicable Law at the earliest reasonable opportunity or in any event before a reservation is made. 

6.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with Applicable Law, in Airline 

Guides, CRSs, Reservations Systems and other sources of airline schedule information using the Marketing 

Carrier's Code. Any costs incurred for the publication of Marketing Flights or connections to and from 

such flights in Airline Guides, CRSs, Reservation Systems and other sources of airline schedule 

information shall be borne by the Marketing Carrier. Each Party shall include the Codeshared Flights in its 

Reservations Systems. 

6.3 If the Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared 

Route, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such 

Codeshared Route using the traffic restriction code "O" or "Y" (or any successor code), as appropriate, as 

defined in the IATA Standard Schedules Information Manual, Appendix G, in order to suppress the display 

of the Marketing Carrier's Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing 

Carrier's Codeshared Flights on such route will be limited to passengers connecting online to another flight 

marketed and/or operated by the Marketing Carrier). 

6.4 In the event either Party desires to exclusively advertise or promote the codeshare services or Codeshared 

Flights or Codeshared Routes(s) (a "Proposed Advertisement"), prior to the release of the Proposed 

Advertisement it shall: (i) notify the other Party, in writing, that it seeks to advertise or promote the 
7

AA-WS-Codeshare Agreement Final

codeshare services or any Codeshared Flights or any Codeshared Route(s); and (ii) offer the other Party the 

opportunity to enter into a separate agreement which will, if agreed to by the other Party, define the terms 

and conditions of the joint advertising or promotion. 

6.5 Upon receipt of a notification delivered pursuant to Section 6.4, the receiving Party shall have ten (10) 

Business Days to deliver a written response to the other Party indicating whether it will participate in the 

Proposed Advertisement and if the receiving Party declines to participate in the Proposed Advertisement or 

fails to deliver a written response within ten (10) Business Days, the Party which delivered the original 

notice pursuant to Section 6.4 shall be entitled to proceed with the Proposed Advertisement unilaterally. 

6.6 Regardless of whether any advertisement or promotion is conducted exclusively by one Party or jointly, the 

Parties agree that any Proposed Advertisement shall: (i) identify both Parties; (ii) identify the Operating 

Carrier of any specific Codeshared Flight; and (iii) comply with Applicable Law. The responsibility for 

compliance with subsections (i), (ii) and (iii) of this Section 6.6 shall be with the Party conducting the 

Proposed Advertisement and with both Parties in the event of a joint advertisement or promotion. 

6.7 Each Party may use its own flight number in referencing the Codeshared Flights provided that only the 

Operating Carrier's flight number shall be used in actual flight operations (e.g., air traffic control). 

7. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 

7.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either Party, or by third 

parties with whom the Parties from time to time have interline traffic agreements. 

7.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating 

Carrier, which is responsible for processing and billing of such documents in accordance with the following 

considerations: 

(a) the Operating Carrier shall bill uplifted coupons directly to the Ticketing Carrier using 

the procedures established in Annex E of this Agreement until such time as WestJet is a 

participant in settlement transactions through the IATA Clearing House or Airlines 

Clearing House, and the Parties agree that at such time as WestJet participates in either 

clearing house’s services, settlement of obligations between WestJet and American shall 

be completed using the normal interline settlement process of the IATA Clearing House 

or Airlines Clearing House, as applicable (or shall be completed using the inter-clearance 

facilities which exist between the IATA Clearing House and Airlines Clearing House), 

unless agreed otherwise between the Parties in writing; 

(b) subject to Section 7.2(c) and 7.2(d), Marketing Carrier Flight Coupons shall be treated for 

proration and billing purposes as if they showed the Operating Carrier's designator Code 

in the Carrier Code Box of the Marketing Carrier Flight Coupons. Such Marketing 

Carrier Flight Coupons will be prorated and billed according to the Special Prorate 

Agreement between the Operating Carrier and the Ticketing Carrier, or, in the absence of 

an applicable Special Prorate Agreement, in accordance with the IATA Prorate ManualPassenger (“IATA PMP”), as applicable; 

(c) if the Operating Carrier does not have an interline traffic agreement with a Ticketing 

Carrier that issued a Marketing Carrier Ticket, and is unable to obtain satisfactory 

settlement, the Operating Carrier may bill such coupon to the Marketing Carrier as an 

exceptional item (i.e., via correspondence) and such coupons shall be valued for billing 

and proration purposes according to the IATA PMP; 

(d) if the Operating Carrier has an interline traffic agreement with a Ticketing Carrier that 

issued a Marketing Carrier Ticket but is unable to obtain satisfactory settlement, the 
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Marketing Carrier shall assist the Operating Carrier in settling such account but shall not 

be liable for any losses incurred due to an unsatisfactory settlement. 

7.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the gross prorated value 

(as determined in accordance with Section 7.2) of Marketing Carrier Flight Coupons uplifted by it during 

the month to be settled and calculate the commission (the "Codeshare Commission") by multiplying such 

coupon values by the applicable commission percentages set forth in Annex E. The Operating Carrier shall 

credit the account of the Marketing Carrier for the aggregate Codeshare Commission on the applicable 

invoice or through either the IATA Clearing House or Airline Clearing House or as otherwise mutually 

agreed by the Parties, as applicable. The Operating Carrier shall provide supporting data to the Marketing 

Carrier no later than thirty (30) days after the end of the clearance month (e.g., if the Operating Carrier 

were to issue an October 2011 clearance month debit to the Marketing Carrier on November 23, 2011, then 

supporting data should be provided to the Marketing Carrier by November 30, 2011). The Marketing 

Carrier shall be entitled to review and, if appropriate, dispute, via procedures specified in the IATA 

Revenue Accounting Manual (“IATA RAM”), the Operating Carrier's calculation of the Codeshare 

Commission; provided, however, the Operating Carrier must receive written notice of such dispute in 

accordance with such procedures within six (6) months from the relevant clearance month. Any resulting 

payments will be processed directly between the Parties or through either the IATA Clearing House or 

Airline Clearing House, or as otherwise mutually agreed by the Parties, as applicable.

7.4 The Ticketing Carrier, whether it be the Marketing Carrier or the Operating Carrier shall receive the 

Interline Service Charge and/or Ticket Handling Fee as provided in the WS-AA ITA. In the event the 

Ticketing Carrier is a third party, the Ticketing Carrier shall receive the Interline Service Charge and/or 

Ticket Handling Fee as agreed between the Operating Carrier and such third party. 

7.5 To support interline billing by the Operating Carrier to third-parties and involuntary rerouting and 

refunding of Marketing Carrier Tickets by the Operating Carrier, the Marketing Carrier hereby waives 

endorsement requirements for the Operating Carrier with respect to all Marketing Carrier Flight Coupons, 

including: (i) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by WestJet 

between the United States and Canada, or within Canada, issued on American-AA (001) ticket stock, or on 

other ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier Flight 

Coupons for use on Codeshared Flights operated by American within the United States, or within the 

Americas (i.e., North America, South America, Central America and the Caribbean), issued on WestJet 

(838) ticket stock, or on other ticket stock, but naming WestJet in the Carrier Code Box. Unless otherwise 

agreed in writing by the Parties, such waiver shall be effective thirty (30) days before the Implementation 

Date, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to 

facilitate the re-accommodation of any Codeshared Passengers ticketed for travel after the Termination 

Date. 

7.6 Differences that may appear after the billing process has been completed shall be rectified by written 

correspondence or a meeting between the Parties. 

7.7 No less than 14 days prior to the Implementation Date, the Marketing Carrier will file with ATPCO a TCN 

Codeshare Agreement, in which the Marketing Carrier will provide the range of its Marketing Flight 

numbers. The Marketing Carrier will be responsible, throughout the term of the Codeshare Agreement, for 

updating its Marketing Flight numbers with ATPCO. 

8. FACILITIES

8.1 The Parties acknowledge the importance of maintaining functional and accurate signs identifying the 

Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passenger convenience and to 

avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the 

placement of such signs, subject to the approval of the relevant airport authority or other lessors. 
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9. TRAINING 

9.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, all initial and 

recurring training of its personnel to facilitate the Codeshared Flights and operations at airports served by 

the Codeshared Flights, including reservations and ticket offices, and other points of contact between the 

Parties and the public. This training shall include passenger service, reservations and sales activities, and 

in-flight service involving the Codeshared Flights, all as more fully described in the Procedures Manual. 

9.2 The Parties shall share any training materials (except trade secrets and legal advice) developed to support 

the Codeshared Flights, and the Parties agree that any disclosure pursuant to this Section 9.2 shall be on a 

confidential basis and subject to Article 25 and all training materials exchanged shall remain the property 

of the Party that originally developed such materials, and such Party shall retain all intellectual property or 

similar rights to any such training materials. 

10. SECURITY 

10.1 With respect to the Codeshared Flights, the Parties shall cooperate in matters of security procedures, 

requirements, and obligations at all airports served by the Codeshared Flights. 

10.2 The Operating Carrier reserves the right to apply the provisions of its own security programs to the carriage 

of all passengers, baggage and cargo on board the Codeshared Flights, including Codeshared Passengers 

and their respective baggage, provided that such security programs shall, at a minimum, comply with the 

standards set forth by the relevant Competent Authorities, with the understanding that safety and security 

are of the utmost importance to both carriers. Such provisions may include any applicable procedures used 

for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective 

loading of baggage or cargo. 

10.3 The checking of the travel documents of each Codeshared Passenger and the handling of Codeshared 

Passengers who are Inadmissible Passengers (as such term is defined in IATA Resolution 701, as 

modified, supplemented or amended from time to time) shall be done in accordance with the procedures 

outlined in the Procedures Manual. 

10.4 All penalties, fines financial levies, sanctions and costs, including the costs of repatriation of the passenger 

in question imposed by a court or government department having jurisdiction over a Party, arising out of or 

in connection with the refusal by the appropriate authorities at a place where the Operating Carrier intended 

to disembark a passenger, will be borne by the Operating Carrier that delivers the passenger on the 

international segment of the itinerary. 

11. SAFETY AND MAINTENANCE 

11.1 The Operating Carrier has sole operational control of the aircraft and final authority and responsibility 

concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. 

The Operating Carrier shall employ the same high standards of safety, security and loss prevention policies 

on the Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance 

with the mutually agreed Mutual Emergency Assistance Agreement in force between the Parties. 

11.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and owned aircraft, 

and for all other equipment used in connection with the operation of Codeshared Flights. Maintenance of 

such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant 

Competent Authorities. 

11.3 The Marketing Carrier shall have the right, at its own cost, to conduct a reasonable safety and/or 

maintenance review of the Operating Carrier's operations, manuals, and procedures reasonably related to 

the Codeshared Flights (the "Marketing Carrier Reviews"), at such intervals as the Marketing Carrier 

shall reasonably request, but in any event not more than once annually. The Marketing Carrier Reviews 
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shall be coordinated with the Operating Carrier so as to avoid disruptions to the Operating Carrier's 

operations. Such reviews will be limited to areas that reasonably relate to the Operating Carrier's safety 

standards and obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, THE 

MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR ASSUME ANY 

LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER'S OPERATIONS, NOR SHALL 

THE OPERATING CARRIER BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR 

ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETING CARRIER FOR THE 

OPERATING CARRIER'S OPERATIONS. 

12. FREE AND REDUCED RATE TRANSPORTATION 

12.1 Unless otherwise provided by relevant agreements between the Operating Carrier and other parties, 

including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third 

party, shall be entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry 

discount, etc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing 

Carrier Flight Coupons for such industry non-revenue or discounted travel, except at the Operating Carrier's 

expense. 

12.2 Neither Party is precluded from entering into private fare(s), discount(s), rebate(s), gifts, prizes, or any 

similar program resulting in a reduced or free fare(s), provided that the Marketing Carrier and the 

Operating Carrier settle on the undiscounted fare in accordance with this Agreement, unless mutually 

agreed otherwise between the Parties in writing. 

13. OTHER MARKETING PROGRAMS 

13.1 Until such time as Frequent Flyer Participating Agreements have been implemented between the Parties, 

the Parties hereto acknowledge that Marketing Carrier frequent flyer credits will be issued by the 

Marketing Carrier to the members of its frequent flyer program for revenue travel on Codeshared Flights 

and such issuance shall be solely in accordance with the terms and conditions governing the Marketing 

Carrier’s frequent flyer program. Both Parties agree that the Operating Carrier shall not be required to 

make any payment to the Marketing Carrier as a result of the Marketing Carrier issuing frequent flyer 

credits to the members of its frequent flyer program for the Marketing Flights, or for the purpose of funding 

any Marketing Carrier issued frequent flyer credits other than the payment of the Supplemental 

Commission as set forth in Annex E of this Agreement. The Parties further acknowledge that all other 

terms and conditions in respect of each Party’s participation in the other Party’s frequent flyer program, if 

any, shall be set out in a separate agreement, the Frequent Flyer Participating Agreement. 

14. TRADEMARKS AND CORPORATE IDENTIFICATION 

14.1 Neither Party hereto shall use any of the other Party's or such other Party's respective Affiliates' names, 

logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other 

proprietary intellectual property, including without limitation the names "American Airlines, Inc.", 

"American Airlines", "American", "American Eagle", "AAdvantage", "WestJet Airlines Ltd.", "WestJet", 

"WestJet Dollars", "WestJet Vacations", or in any marketing, advertising or promotional collateral, 

including without limitation credit card and telecom solicitations, except where each specific use has been 

approved in advance by the other Party. When such approval is granted, the Party shall comply with any 

and all conditions that the other Party may impose to protect the use of any of that other Party's names, 

logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other 

proprietary intellectual property. 

14.2 Except as expressly provided herein, no right, property, license, permission or interest of any kind in the 

use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate 

goodwill or other proprietary intellectual property owned by either Party or its respective Affiliates is 

intended to be given to or acquired by the other Party, its agents, servants or other employees by the 

execution or performance of this Agreement. 
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14.3 Each of WestJet and American acknowledges for all purposes that any and all logos, trademarks, service 

marks, and trade names of the other, whether registered or not, are and shall at all times remain the 

exclusive property of the other Party, and may not be used without the prior written consent of such other 

Party, except as set forth herein. Each of WestJet and American further acknowledges that any goodwill or 

other rights that arise as a result of the use by it of the other Party's marks, as permitted under this 

Agreement, shall accrue solely to the benefit of the Party owning such marks, whether registered or not. 

Should any right, title or interest in the logos, trademarks, service marks or trade names of a Party become 

vested in the other Party, the latter Party shall hold such right, title and interest in trust for the benefit of the 

former Party and shall, at the request of the former Party, promptly and unconditionally assign such right, 

title and interest to the former Party without royalties or compensation of any kind. Each of WestJet and 

American hereby grants to the other, a non-exclusive, non-transferable, royalty-free license for the term of 

this Agreement to use their respective service marks ("WestJet" for WestJet Airlines Ltd. and "American 

Airlines" for American, each a "Licensed Trademark"), subject to the terms and conditions set forth in this 

Section 14.3. This license is limited to the use of the Licensed Trademarks in connection with the 

advertising and promotion of the Codeshared Flights contemplated by this Agreement or the Frequent Flyer 

Participating Carrier Agreement, if any, as well as for the purposes of each Party communicating to 

Codeshared Passengers information concerning the Codeshared Flights. 

14.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance and in writing by 

the Party owning such Licensed Trademarks. Each Licensed Trademark shall be marked with an ® or SM 

or other symbol, as appropriate, and reference a legend indicating that "WestJet is a service mark of 

WestJet Airlines Ltd." or "American Airlines is a service mark of American Airlines, Inc.", as the case may 

be, or similar words to that effect, which may also include a specific statement that the trademark(s) are 

being used under license. 

14.5 Each Party agrees that all advertising and promotional materials bearing the Licensed Trademarks in 

relation to air transportation services contemplated by this Agreement shall meet the quality and 

presentation standards as set forth by the Party owning the relevant Licensed Trademark. 

14.6 Each Party has sole discretion to determine the acceptability of both the quality and presentation of 

advertising and promotional materials using its Licensed Trademark. 

14.7 Each Party is responsible for providing to its own authorized agents and airport locations the agreed 

promotional materials bearing the Licensed Trademarks. 

15. REPRESENTATIONS AND WARRANTIES 

15.1 American hereby represents and warrants to WestJet as follows: 

(a) it is a duly incorporated and validly existing corporation, in good standing under the laws 

of the State of Delaware; is an air carrier duly authorized to act as such by the 

government of the United States, and it has the requisite corporate power and authority to 

enter into and perform its obligations under this Agreement; 

(b) this Agreement has been duly authorized by all necessary corporate action, duly executed 

and delivered by it, and, assuming due authorization, execution, and delivery by the other 

Party hereto, this Agreement constitutes its legal, valid, and binding obligation, 

enforceable against it in accordance with its terms, except to the extent that enforceability 

may be limited or modified by the effect of bankruptcy, insolvency or other similar laws 

affecting creditors' rights generally, and the application of general principles of equity 

and public policy; 

(c) the execution, delivery or performance by it of this Agreement, shall not: (i) contravene, 

conflict with or cause a default under (A) any Applicable Law, rule or regulation binding 

on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other 
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documents of corporate governance; or (ii) contravene, or cause a breach or violation of, 

any agreement or instrument to which it is a party or by which it is bound, except where 

such conflict, contravention or breach would not have a material adverse effect on it and 

its Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its ability 

to perform this Agreement; 

(d) the execution, delivery and performance by it of this Agreement do not require the 

consent or approval of, or the giving of notice to, the registration with, the recording or 

filing of any documents with, or the taking of any other action in respect of, any 

Competent Authority, any trustee or holder of any of its indebtedness or obligations, any 

stockholder or any other Person or entity, other than the Governmental Approvals (to be 

obtained by it, as indicated in Annex F), except where failure to obtain or take such 

action would not have a material adverse effect on it or a material adverse effect on the 

transactions contemplated in this Agreement; and 

(e) each of the foregoing representations and warranties shall survive the execution and 

delivery of this Agreement. 

15.2 WestJet hereby represents and warrants to American as follows: 

(a) it is a general partnership duly formed and validly existing under the laws of the Province 

of Alberta, Canada and has the power and authority to carry on its business as it is being 

conducted and is the holder of all necessary air transportation licences required in 

connection with this Agreement; 

(b) this Agreement has been duly authorized by all necessary action, duly executed and 

delivered by it, and, assuming due authorization, execution, and delivery by the other 

Party hereto, this Agreement constitutes its legal, valid, and binding obligation, 

enforceable against it in accordance with its terms, except to the extent that enforceability 

may be limited or modified by the effect of bankruptcy, insolvency or other similar laws 

affecting creditors' rights generally, and the application of general principles of equity 

and public policy; 

(c) the execution, delivery or performance by it of this Agreement, shall not: (i) contravene, 

conflict with or cause a default under (A) any Applicable Law, rule or regulation binding 

on it, or (B) any provision of the partnership agreement or other documents of governing 

the partnership; or (ii) contravene, or cause a breach or violation of, any agreement or 

instrument to which it is a party or by which it is bound, except where such conflict, 

contravention or breach would not have a material adverse effect on it and its Affiliates, 

or on the operations of it or its Affiliates, taken as a whole, or on its ability to perform 

this Agreement; 

(d) the execution, delivery and performance by it of this Agreement do not require the 

consent or approval of, or the giving of notice to, the registration with, the recording or 

filing of any documents with, or the taking of any other action in respect of, any 

Competent Authority, any trustee or holder of any of its indebtedness or obligations or 

any other Person or entity, other than the Governmental Approvals (to be obtained by it, 

as indicated in Annex F), except where failure to obtain or take such action would not 

have a material adverse effect on it or a material adverse effect on the transactions 

contemplated in this Agreement; and 

(e) each of the foregoing representations and warranties shall survive the execution and 

delivery of this Agreement. 
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16 GOVERNMENTAL APPROVALS 

16.1 The Codeshared Flights shall not commence until all required Governmental Approvals are received. Each 

Party shall use all commercially reasonable efforts to obtain those Governmental Approvals for which it 

has been allocated responsibility under Annex F, and any other Governmental Approvals that may hereafter 

be identified. 

16.2 If the Governmental Approvals are obtained with respect to some but not all of the Codeshared Routes 

listed in Annex B, the Parties shall proceed under this Agreement solely with respect to the approved 

Codeshared Routes, and the Parties shall thereafter continue to endeavor to obtain approval of the 

remaining city-pair markets. 

16.3 If the Parties obtain none of the Governmental Approvals required for the Codeshared Routes listed in 

Annex B within three hundred sixty five (365) days of the Effective Date, or if all of such Governmental 

Approvals are given with substantial unfavorable restrictions or conditions (each Party to determine in its 

sole discretion the reasonableness of such restrictions or conditions), the Parties shall negotiate in good 

faith to find an equitable solution to enable the commencement of some or all of the Codeshared Route(s). 

If a solution cannot be formulated within ninety (90) days following commencement of such negotiations, 

either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party and 

without liability to the other Party. 

16.4 Each Party shall immediately provide the other Party with copies of any correspondence or notices it 

receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this 

Agreement, including with respect to the airworthiness of the aircraft used for the Codeshared Flights or 

noncompliance by the Operating Carrier with operational, training or safety rules and procedures. 

17 TERM 

17.1 This Agreement shall become effective on the date first written above ("Effective Date") and shall remain 

in effect until terminated pursuant to Article 16 (Governmental Approval), Section 17.2 (Termination 

Events), Article 22 (Force Majeure) or Article 29 (Severability). Implementation of this Agreement shall 

be on the Implementation Date. 

17.2 In addition to any other termination rights provided herein, this Agreement may be terminated as follows: 

(a) at any time by mutual written consent of the Parties hereto; 

(b) by either Party in its sole discretion at any time after the five (5) year anniversary of the 

Effective Date by either Party upon providing at least one hundred eighty (180) days' 

prior written notice to the other Party; 

(c) by the non-breaching Party upon the breach of a material term, covenant, representation 

or warranty of this Agreement (other than a breach of a payment obligation under 

Article 7 of this Agreement or the failure to otherwise pay any sums due pursuant to this 

Agreement), including a failure to comply with any material obligations and procedures 

set forth in the Procedures Manual, provided that the non-breaching Party provides the 

breaching Party prior written notice describing the alleged breach with as much 

particularity as reasonably practicable. Termination under this Section 17.2(c) shall not 

be effective if the breaching Party corrects such breach within thirty (30) days following 

receipt of such notice. If such breach cannot be corrected within thirty (30) days 

following receipt of such notice, and the breaching Party so advises the non-breaching 

Party, the non-breaching Party, in its sole discretion, may give the breaching Party an 

additional period of time not to exceed thirty (30) days to correct the breach, provided 

that the breaching Party has taken action reasonably contemplated to correct such breach 

following receipt of the notice; 
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(d) by the non-breaching Party upon the breach of a payment obligation under Article 7 of 

this Agreement or the failure to otherwise pay any sums due to the non-breaching Party 

pursuant to this Agreement by the breaching Party, after the non-breaching Party 

provides the breaching Party at least fifteen (15) days' prior written notice describing, 

with as much particularity as practical, the alleged breach, and the breaching Party does 

not, within ten (10) days following receipt of such notice, correct such breach, however, 

termination under this Section 17.2(d) shall not be effective if the non-payment is the 

result of a dispute being disputed in accordance with the terms of this Agreement; 

(e) at any time by either Party upon written notice if the other Party (i) makes an assignment 

for the benefit of creditors; (ii) suspends the payment of or admits in writing its inability 

to pay, or generally fails to pay, its debts as they become due; (iii) has suspended (as 

declared by a clearing house) its transactions with banks and/or other financial 

institutions or proposes or commences a moratorium upon or extension or composition of 

its debts; (iv) has issued against it any writ, execution, process or abstract of judgment 

that may have a material adverse effect on it and that is not dismissed, satisfied or stayed 

within sixty (60) days; or (v) files a petition for bankruptcy, composition, corporate 

reorganization, corporate liquidation, arrangement or special liquidation proceedings; or 

(vi) ceases all or a substantial part of its operations (other than due to Force Majeure as 

defined in Article 22); or 

(f) by either Party upon ninety (90) days' prior written notice following receipt by such Party 

of written notice from the other Party (i) that such other Party has merged or consolidated 

with or into any other Person or entity, except where the security holders of such Party 

immediately after the merger or consolidation (as measured on the day immediately prior 

to the effective date of such merger or consolidation) continue to own over eighty percent 

(80%) of its voting securities and, if the Party hereto is not the surviving entity, the 

surviving entity assumes all of the obligations and responsibilities of the Party under this 

Agreement; (ii) that such other Party has sold or otherwise transferred all or substantially 

all of its assets to any other Person or entity; (iii) that such other Party has had twenty 

percent (20%) or more of its voting securities acquired, directly or indirectly, by a 

third-party (or third-parties acting as a group) in one or a series of transaction and, as a 

result, such third-party (or group) has the right to direct the management and policies of 

the Party, or (iv) that more than fifty percent (50%) of its voting securities are owned at 

any time by a Person, entity or group that held fifty percent (50%) or less immediately 

prior to such time of determination. Each Party undertakes to promptly notify the other in 

writing of an occurrence of any of the events specified in this Section 17.2(f). 

(g) Throughout the Term, either Party has the right to suspend performance of this 

Agreement immediately by giving written notice to the other Party in the event that it has 

reason to suspect or believe or in the event that: 

(i) either Party or an Authorized Affiliate has suffered a Significant Event; or 

(ii) the other Party or its Authorized Affiliate has received from any relevant 

Competent Authority notice that it has failed to comply with applicable safety or 

security requirements; or 

(iii) the United States Department of Transportation (DOT), the United States 

Department of Defense (DOD) or the United States Department of Homeland 

Security (DHS), or the counterpart authorities in Canada, has ordered in writing 

or orally that the Marketing Carrier's Code be removed from Codeshared Flights 

or Codeshared Routes operated by the Operating Carrier for any reason 

whatsoever; or 
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(iv) the civil aviation authority of Canada or the United States, as applicable, does 

not provide safety oversight of its air carrier operators in accordance with the 

minimum safety oversight standards established by the International Civil 

Aviation Organization (ICAO), which results in Canada receiving a rating of 

Category 2 from the Federal Aviation Administration (FAA), or the United 

States receiving an equivalent rating from counterpart authorities in Canada, 

respectively.

If a Party suspends this Agreement pursuant to this Section 17.2(g), as soon as the reason 

for the suspension no longer exists it shall notify the other Party and this Agreement will 

recommence within thirty (30) days after the date of notice under the same terms and 

conditions, or under amended terms and conditions in accordance with Article 31. If a 

Party suspends this Agreement pursuant to this Section 17.2(g), and if the reason for the 

suspension continues for more than sixty (60) days, either Party may immediately terminate 

this agreement by giving written notice to the other Party. If this Agreement is suspended or 

terminated pursuant to this Section 17.2(g), Sections 17.3 through 17.4 shall apply. 

17.3 Subject to Section 17.4, in the event of termination of this Agreement the Marketing Carrier shall, in its 

sole discretion, unless termination is pursuant Section 17.2(f) or Annex C, take all reasonable actions to 

confirm and preserve reservations on the Operating Carrier for passengers scheduled to be traveling on 

Marketing Carrier Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit 

use on the Operating Carrier. The Operating Carrier shall accept passengers traveling on such tickets as if 

such reservations had been booked through the Operating Carrier using ordinary interline procedures but 

giving effect to the revenue settlement methodology provided for in Article 7 of this Agreement. 

17.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to Section 17.2(d) or 

17.2(e), the Operating Carrier, in its sole discretion, may decline any or all passengers scheduled to be 

traveling on Marketing Carrier Tickets. The Marketing Carrier shall be solely responsible for transferring 

the reservations of such passengers to other carriers or making other alternative arrangements. 

18. INDEMNIFICATION 

18.1 Without prejudice to any other written agreement or arrangement of either Party to indemnify the other 

Party, the Party that is the Operating Carrier (or whose Authorized Affiliate is the Operating Carrier) shall 

indemnify, defend, and hold harmless the Marketing Carrier and its Affiliates and their respective directors, 

officers, employees and agents (each individually, or all collectively a, "Marketing Carrier Indemnified 

Party") from and against any and all Damages arising out of, caused by, or occurring in connection with 

(or alleged to arise out of, be caused by, or occurring in connection with) any of the following: 

(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 (including, for the avoidance of doubt, Damages arising out of the death of or 

injury to Codeshared Passengers traveling on Marketing Carrier Tickets irrespective of 

conditions or liability limits that apply or may purport to apply); 

(b) the death of or injury to, or loss or damage to property of, third parties not carried on 

board the aircraft operated by the Operating Carrier but occurring in connection with the 

operations of the Operating Carrier associated with its performance under this 

Agreement; 

(c) negligent acts or negligent omissions of the Operating Carrier related to its obligations 

under this Agreement, other than Damages to the extent addressed in Section 18.1(a) or 

(b) or Section 18.2(a) or (b); 
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(d) the Operating Carrier's breach of any of its representations or warranties set forth in 

Article 15 of this Agreement; or 

(e) infringement of a third-party's intellectual property or similar rights by the Operating 

Carrier's logos, trademarks, service marks or trade names. 

PROVIDED THAT, the Operating Carrier shall not be required to indemnify any Marketing 

Carrier Indemnified Party for any liability arising from the Marketing Carrier Indemnified Party's 

wilful misconduct. THE OPERATING CARRIER UNDERSTANDS AND ACKNOWLEDGES 

THAT UNDER THE CIRCUMSTANCES ADDRESSED BY SECTIONS 18.1(a) AND 18.1(b), 

IT WILL BE REQUIRED TO INDEMNIFY A MARKETING CARRIER INDEMNIFIED 

PARTY AGAINST DAMAGES ARISING FROM SUCH MARKETING CARRIER 

INDEMNIFIED PARTY'S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT). 

18.2 Subject to the indemnities provided in Section 18.1(a), and without prejudice to any other written 

agreement or arrangement of either Party to indemnify the other Party, the Party that is the Marketing 

Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the 

Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each 

individually an, or collectively the, "Operating Carrier Indemnified Party") from and against any and all 

Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, 

or occurring in connection with) any of the following: 

(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 wilful misconduct of the Marketing Carrier; 

(b) the death of or injury to, or loss or damage to property of, third parties not carried on 

board the aircraft operated by the Operating Carrier but occurring in connection with the 

operations of the Operating Carrier associated with its performance under this 

Agreement, but only to the extent caused by the wilful misconduct of the Marketing 

Carrier; 

(c) negligent acts or negligent omissions of the Marketing Carrier that are related to its 

obligations under this Agreement, other than Damages to the extent addressed in 

Section 18.1(a) or (b) or Section 18.2(a) or (b); 

(d) passenger claims based on the Marketing Carrier's failure to properly issue, deliver and 

complete transportation documentation in accordance with the provisions of the standard 

IATA 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 

understood that in ticketing Codeshared Passengers, the Marketing Carrier is entitled to 

apply the limits of liability provided for in its own Conditions of Carriage); provided, 

however, that the Marketing Carrier shall only be liable under this Section 18.2(d) for 

that portion of any Damages that is in excess of the Damages against which the Operating 

Carrier would have been required to indemnify the Marketing Carrier under 

Section 18.1(a) if the Marketing Carrier had properly complied with all IATA ticketing 

procedures; 

(e) the Marketing Carrier's breach of its representations or warranties set forth in Article 15 

of this Agreement; or 

(f) infringement of a third-party's intellectual property or similar rights by the Marketing 

Carrier's logos, trademarks, service marks or trade names. 
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18.3 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 with respect to a claim for Damages (i.e., a 

third-party claim) shall provide the Indemnifying Party with written notice (an "Indemnification Notice")

of such claim (provided, however, 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 materially prejudicial to the 

Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and 

expense and by its own legal advisors, to control the defense of or to settle any such third party claim. The 

Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, 

subject to the consent of the Indemnified Party; provided, however, if the Indemnified Party fails to give 

such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in 

question within twenty (20) days of being requested to do so, the Indemnified Party shall assume the 

defense of such claim or demand and regardless of the outcome of such matter, the Indemnifying Party's 

liability hereunder shall be limited to the amount of any such proposed settlement. 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 Indemnifying Party. Except as set forth in this 

Section 18.3, 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. 

18.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim with 

attorneys of its own choosing and at its own cost, without relieving the Indemnifying Party of any 

obligations hereunder. In addition, even if the Indemnifying Party assumes the defense of a claim, the 

Indemnified Party shall have the right to assume control of the defense of any claim from the Indemnifying 

Party at any time, and to elect to settle or defend against such claim; provided, however, the Indemnifying 

Party shall have no indemnification obligations with respect to such claim except for the costs and expenses 

of the Indemnified Party (other than attorneys' fees incurred in participating in the defense of such claim) 

incurred prior to the assumption of the defense of the claim by the Indemnified Party. 

18.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and 

all Taxes (as defined in Annex A), or assessments, 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. 

18.6 The rights and obligations of the Parties under this Article 18 shall survive the Termination Date or 

expiration of this Agreement. 

19 INSURANCE 

19.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing Carrier during the term 

of this Agreement with insurance carriers of known financial responsibility, insurance of the type and in the 

amounts listed below: 

(a) Third party legal liability insurance in respect of all operations, including but not limited 

to aircraft (owned and non-owned) liability (including risks hijacking and allied perils), 

passenger and crew baggage and personal effects, funeral and repatriation expenses 

(including crew), all reasonable expenses arising out of the Family Assistance Act 

(United States) and/or similar regulations applying elsewhere in the world, cargo, mail, 

hangarkeepers, comprehensive general liability, or its equivalent including premises, 

products, completed operations, liquor law liability, and contractual liability. This 

insurance must be primary without right of contribution from any insurance carried by 

the Marketing Carrier to the extent of the indemnity specified in Section 18.1, and shall 

(i) name the Marketing Carrier and the Marketing Carrier Indemnified Parties as 

additional insureds to the extent of the protections afforded the Marketing Carrier under 
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the indemnity specified in Section 18.1, (ii) contain a severability of interest clause and a 

breach of warranty clause in favor of the Marketing Carrier, (iii) specifically insure the 

Operating Carrier's indemnification obligations under this Agreement to the full extent of 

the coverage provided by the Operating Carrier's policy or policies, and (iv) contain a 

provision stating that the Operating Carrier's policy or policies are automatically 

amended to comply with the laws and regulations of any local, federal, or other 

governmental authority having jurisdiction over aircraft operated by the Operating 

Carrier. 

(b) The Operating Carrier shall maintain a combined single limit of liability of not less than 

USD $1,000,000,000 per any one occurrence for each aircraft, including bodily injury, 

death, personal injury, property damage, passenger (including Codeshared Passengers 

and other revenue and non-revenue passengers) legal liability and war and allied perils 

combined, over all coverages and in the aggregate as applicable, but (i) personal injury 

limited to USD $25,000,000 per offense and in the annual aggregate except with respect 

to passengers (including Codeshared Passengers and other revenue and non-revenue 

passengers), and (ii) war and allied perils may be subject to an annual aggregate limit. 

(c) Hull all risk insurance, including war risk, and such policy shall include a waiver of 

subrogation in favor of the Marketing Carrier to the extent of the indemnity specified in 

Section 18.1. 

(d) Worker's compensation and employer's liability insurance, or such other similar or 

equivalent insurance carried outside of the United States, in accordance with statutory 

limits. 

19.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance evidencing such 

coverage no less than thirty (30) days prior to the commencement of the first Codeshared Flight, and 

thereafter within five (5) Business Days of the date of any renewal of such coverage. The certificates must 

indicate that the above coverage shall not be cancelled or materially altered without thirty (30) days 

advance written notice to the Marketing Carrier and that the Marketing Carrier shall be notified of any 

expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage shall 

be seven (7) days or such lesser period as is or may be available in accordance with the policy providing 

such coverage. 

20. TAXES 

20.1 Subject to Section 20.4, 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. 

20.2 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: 

(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 directly to the 

Ticketing Carrier or through either the IATA Clearing House or Airline Clearing House, 

as applicable, for any interlineable Ticket Taxes levied in connection with the sales of the 

Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such 

interlineable Ticket Taxes. 
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(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable 

on or measured by passenger enplanement and payable or remittable by the Operating 

Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the 

IATA Revenue Accounting Manual (IATA-RAM). 

(d) 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. 

20.3 Notwithstanding the provisions of Section 20.2, 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 Carrier within thirty (30) days of the enactment of such laws which Ticket Taxes it is 

prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can 

be implemented to collect such Ticket Taxes from the passenger. 

20.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in connection with 

the Codeshared 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 the 

amounts withheld by Payor. 

20.5 For U.S. income tax purposes, WestJet shall annually and timely furnish American, a valid, completed and 

duly executed U.S. Federal Form W8IMY or such other forms as the U.S. Internal Revenue Service may 

require from time to time, so that American may report any relevant transactions arising under this 

Agreement and, if applicable, substantiate an exemption from any obligation on American's part with 

respect to any income tax withholding or reporting obligations on payments made to WestJet. In the event 

the Payor is required to withhold taxes under the procedures of Section 20.4, 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. 

20.6 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 Section 18.5. 

The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the 

procedures set forth in Article 18. 

21. JOINT MANAGEMENT COMMITTEE 

21.1 Coincident with the execution of this Agreement, American and WestJet will create a joint management 

committee (the "Committee"). American and WestJet will each designate two (2) representatives to the 

Committee and each will have the right to replace its designees at any time upon prior written notice to the 

other Party. The Committee will endeavor to meet at least annually (in person or by telephone) at a 

mutually agreed time and location and will meet at such additional times as it determines appropriate for 

the performance of its responsibilities or as reasonably requested by either Party. Each meeting will be 
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conducted in accordance with an agenda to be determined as described below. Either Party may place an 

item on the agenda of any meeting of the Committee. 

21.2 The Committee will oversee the management of the transactions and relationships contemplated in this 

Agreement, and, in that capacity, will review the planning and implementation of the codeshare services of 

American and WestJet, and their respective Authorized Affiliates. The Committee will, among other tasks, 

monitor customer service quality, review system development, monitor performance of Codeshared Flights, 

review marketing approach and techniques, monitor shared use of facilities, review frequent flyer 

arrangements, and monitor all other aspects of the implementation, operation, and compliance with this 

Agreement and the Frequent Flyer Participating Agreements. The Committee will consider ways to 

improve the performance and efficiency of the codeshare services to reduce costs and to increase the 

benefits afforded to American and WestJet by this Agreement. The Committee will also actively consider, 

and endeavor to develop, opportunities for expanding the scope of the relationship between the Parties and 

their respective Affiliates. Areas for further cooperation may include, but are not limited to, ground 

handling, joint purchasing of fuel and other items, facilities consolidation, maintenance, insurance, and the 

provision of management services and systems by American and/or WestJet and their respective Affiliates. 

The Committee will resolve any differences between the Parties on a fair and amicable basis. In 

performing its responsibilities, the Committee will be mindful of, and will comply with, all laws and 

regulations applicable to American and WestJet, including, without limitation, laws and regulations 

governing competition between American and WestJet. 

22. FORCE MAJEURE 

22.1 Except with respect to the performance of payment, confidentiality, and indemnity obligations, which shall 

be unconditional under this Agreement, except to the extent that any of the foregoing obligations may be 

delayed in accordance with the terms contained in the remainder of this Agreement, neither Party shall be 

liable for delays in or failure to perform under this Agreement to the extent that such delay or failure is not 

caused by or is not the result of that Party’s lack of reasonable diligence and is caused by any act of God, 

war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, 

epidemic or quarantine restriction, act of government or any other cause, whether similar or dissimilar, 

beyond the reasonable control of that Party (an "Excusable Delay"). If an Excusable Delay continues for 

thirty (30) days or longer, the non-delayed Party shall have the right, at its option, to terminate this 

Agreement by giving the delayed Party at least thirty (30) days' prior written notice. 

23. GOVERNING LAW AND DISPUTE RESOLUTION 

23.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State 

of New York (without regard to its conflict of laws principles) including all matters of construction, 

validity and performance. 

23.2 Except as otherwise expressly provided in Section 26.3, any controversy, dispute, difference, disagreement 

or claim between American and WestJet arising under or relating to this Agreement (a "Dispute"), 

including any question concerning the validity, termination, interpretation, performance, operation, 

enforcement or breach of this Agreement, must first be referred by either Party to, and for resolution by, the 

Committee. If the Committee is unable to resolve the Dispute within thirty (30) days after the Dispute is 

referred to it, unless extended by mutual consent of the Parties, the Dispute must then be referred by both 

Parties for resolution by the respective Vice Presidents – Alliances of the Parties. If the Vice Presidents are 

unable to resolve the Dispute within fifteen (15) days after the Dispute is referred to them, unless such time 

period is extended by mutual consent of the Parties, the Dispute must then be referred by both Parties for 

resolution by the respective Chief Executive Officers of the Parties. The respective Chief Executive 

Officers of the Parties shall attempt to resolve such Dispute within an additional thirty (30) days after the 

Dispute is referred to them, unless such time period is extended by mutual consent of the Parties. It will be 

sufficient for the purposes of referrals under this Section 23.2 that a Party send notice of the Dispute to one 

of its own members of the Committee. its own Vice President – Alliances or its Chief Executive Officer, as 

the case may be, with a copy to the other Party. 
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23.3 Any Disputes not resolved after referral to the Committee and subsequently to the Vice Presidents - 

Alliances and Chief Executive Officers of the Parties as required in Section 23.2, may then be referred to 

arbitration as provided in this Section 23.3. Any Disputes submitted for arbitration, shall be finally settled 

under the Rules of Arbitration of the International Chamber of Commerce (the "Rules") by a panel of 

arbitrators appointed in accordance with such Rules. The arbitration panel shall consist of three (3) 

arbitrators who are knowledgeable about the legal, marketing, and other business aspects of the airline 

industry, and fluent in the English language. The arbitration may be conducted by only one (1) arbitrator if 

WestJet and American agree in advance of the arbitration on a mutually acceptable individual. The 

arbitration proceedings shall take place in New York, New York, and shall be conducted in the English 

language. 

23.4 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the 

Southern District of New York and of any State Court sitting in New York, for purposes of enforcing any 

arbitral award or for other legal proceedings arising out of this Agreement or any transactions contemplated 

in this Agreement. Each Party, to the fullest extent it may effectively do so under substantive governing 

law applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of motion, as a 

defense or otherwise, any claim that it is not subject to the jurisdiction of any such court and any objection 

that it may have as to venue or inconvenient forum in respect of claims or actions brought in such court. 

23.5 American irrevocably designates, appoints, authorizes and empowers as its agent for service of process the 

Secretary of State of the State of New York or C.T. Corporation System at its offices presently located at 

111 Eighth Avenue, New York, NY 10011, to receive and acknowledge on behalf of American any 

process, notices, or other documents that may be served in any suit, action, or proceeding of the nature 

referred to in Section 23.4 in any State or Federal court sitting in New York. American has empowered 

C.T. Corporation System as its agent for service of process by the granting of power of attorney and such 

designation and appointment will continue unless and until notice is given. WestJet irrevocably designates, 

appoints, authorizes and empowers itself for service of process at its offices presently located at 22 Aerial 

Place N.E. Calgary, Alberta T2E 3J1 to receive and acknowledge any process, notices, or other documents 

that may be served in any suit, action, or proceeding of the nature referred to in Section 23.4 in any State or 

Federal court sitting in New York. Nothing in this Section 23.5 affects the right of any Party to serve 

process in any manner permitted by law, or limits any right that any Party may have to bring proceedings 

against the other Party in the courts of any jurisdiction or to enforce in any lawful manner a judgment 

obtained in one jurisdiction in any other jurisdiction. 

23.6 WestJet and American each acknowledge that the transactions contemplated in this Agreement involve 

commercial activity carried on in the United States of America and Canada. To the extent that either Party 

or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or 

otherwise, including under the Foreign Sovereign Immunities Act of 1976 of the United States of America 

or the State Immunity Act of Canada, from any legal action, suit, arbitration proceeding or other 

proceeding, from set off or counterclaim, from the jurisdiction of any court of competent jurisdiction, from 

service of process, from attachment prior to judgment or after judgment, from attachment in aid of 

execution or levy or execution resulting from a decree or judgment, from judgment or from jurisdiction, 

that Party for itself and its property does hereby irrevocably and unconditionally waive all rights to, and 

agrees not to plead or claim any such immunity with respect to its obligations, liabilities or any other matter 

arising out of or in connection with this Agreement or its subject matter. The foregoing waiver and 

agreement is not subject to withdrawal in any jurisdiction. 

24. COVENANT TO COMPLY WITH ALL LAWS 

24.1 In performing its obligations under this Agreement, each Party shall, at its own cost and expense, fully 

comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and 

regulations of the United States, Canada and all third countries including rules and regulations promulgated 

by the U.S. National Transportation Safety Board, U.S. Department of Transportation, U.S. Federal 

Aviation Administration, the U.S. Department of Defense, the U.S. Department of Homeland Security and 

the respective counterpart agencies in Canada. Each Party further agrees to participate in (i) the Advance 

Passenger Information System ("APIS") program whereby the Operating Carrier will, upon request, supply 
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the U.S. Bureau of Customs and Border Protection ("CBP") with the required passenger manifest data from 

its flight(s) inbound to and outbound from the United States at the time of departure; (ii) the U.S. 

Department of Homeland Security ("DHS") Electronic System for Travel Authorization ("ESTA"), and 

(iii) the DHS Secure Flight program. 

24.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable Laws or 

governmental regulations, that Party shall immediately notify the other Party in writing, such notice to 

include a description of the perceived violation of regulation and supporting written materials that facilitate 

the other Party's investigation of such perceived violation. 

25. PUBLICITY 

25.1 Except as required by Applicable Law, neither Party may issue any written press release concerning this 

Agreement without the prior written consent of the other Party, which consent shall not be unreasonably 

withheld or delayed. 

26. CONFIDENTIALITY 

26.1 Except as necessary to obtain any Government Approvals 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 (including the Confidential Information of the other Party’s Affiliates) 

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 governmental body, 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 Section 26.1. 

26.2 Within 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. 

26.3 Each Party acknowledges and agrees that in the event of any breach of this Article 26, 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 Article 26 and/or to compel specific 

performance of this Article 26. 

26.4 The confidentiality obligations of the Parties under this Article 26 shall survive the Termination Date or 

expiration of this Agreement for a period of five (5) years. 
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27. PRIVACY AND DATA PROTECTION 

27.1 For the purposes of Article 27, “Codeshared Passenger Data” means any information (including interim, 

processed, compiled, summarized, aggregated, or derivative versions of such information that may exist in 

hard copy or in any system) relating to Codeshared Passengers or bookings for Codeshared Passengers on 

Codeshared Flights, including but not limited to (i) information that identifies or can be used to identify, 

contact, or locate a person to whom such information pertains, or from which identification or contact 

information of an individual person can be derived, (ii) PNR data for Codeshared Passengers on 

Codeshared Flights, and (iii) sales and volume data for Codeshared Passengers. Without limiting the 

generality of the foregoing, Codeshared Passenger Data includes, but is not limited to: Codeshared 

Passengers’ name, address, phone number, fax number, email address, social security number or other 

government-issued identifier, and credit card information. The Parties agree that they will comply with all 

applicable data protection and privacy legislation (“Data Protection Laws”) in the performance of their 

obligations under this Agreement and in connection with their collection, storage, use and disclosure of 

Codeshared Passenger Data. In particular, the Parties agree as follows: 

(a) As between the Parties, all right, title and interest in Codeshared Passenger Data collected 

shall be jointly owned by the Parties. 

(b) Each Party will take reasonable steps to protect Codeshared Passenger Data in its 

possession from unauthorized use, access, disclosure, alteration or destruction (“Data 

Safeguards”). Such Data Safeguards shall include access controls, encryption or other 

means, where appropriate, and shall be no less rigorous than the most stringent of (i) best 

practices in the airline transportation and related services industry, and (ii) reasonable 

security procedures and practices appropriate to the nature of the Codeshared Passenger 

Data. Each Party shall also give reasonable consideration to the other Party’s 

recommendations for Data Safeguards. For the avoidance of doubt, Data Safeguards 

include compliance with VISA, MasterCard and any other applicable credit card network 

bylaws and operating regulations, including without limitation, Payment Card Industry 

(“PCI”) Data Security Standard regulations, VISA Cardholder Information Security 

Program ("CISP") regulations and MasterCard Site Data Protection ("SDP") regulations, 

as amended from time to time, and US and Canadian federal, state and provincial, as 

applicable, laws and regulations relating to credit card processing. Without limiting or 

affecting either Party’s rights under this Agreement, in the event a Party discovers or is 

notified of a breach or potential breach of their Data Safeguards or any Data Protection 

Laws, or any other unauthorized use or disclosure of Codeshared Passenger Data, such 

Party shall promptly notify the other Party of such breach or potential breach and if the 

applicable Codeshared Passenger Data was in the possession of such Party or its 

contractor at the time of such breach or potential breach, such Party shall promptly (1) 

investigate and remediate the effects of the breach or potential breach, and (2) provide the 

other Party with assurance satisfactory to the other Party that such breach or potential 

breach will not recur. 

(c) The Parties agree to reasonably cooperate with each other regarding disclosures and 

statements made on their websites and via their other sales channels to ensure that such 

disclosures and statements reflect the Parties’ respective data collection, storage, use and 

disclosure practices in relation to Codeshared Passenger Data. 

28. ASSIGNMENT 

28.1 Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or 

subcontract any of its duties hereunder, without the prior written consent of the other Party; provided 

however, that each of American and WestJet may assign, subcontract or delegate any of its rights, duties or 

obligations under this Agreement to any of its Affiliates provided that such assignment and/or delegation 

shall not relieve American or WestJet of any of its obligations under this Agreement. 
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29. SEVERABILITY 

29.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any 

jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall 

not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the 

legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in 

the reasonable opinion of either Party, any such severance affects the commercial basis of this Agreement, 

in which case the Party shall so inform the other Party and the Parties shall negotiate in good faith to agree 

upon modification of this Agreement so as to maintain the balance of the commercial interests of the 

Parties. If, however, such negotiations are not successfully concluded within ninety (90) days from the date 

a Party has informed the other that the commercial basis has been affected, either Party may terminate this 

Agreement by giving at least thirty (30) days' prior written notice to the other Party. 

30. NON-EXCLUSIVITY 

30.1 This Agreement is non-exclusive and does not preclude either Party from entering into or maintaining 

marketing relationships, including codesharing, with other airlines. 

30.2 For further clarity, nothing in this Agreement confers any right on either Party to restrict the other Party’s 

ability: 

(a) to maintain or change rates, fares, tariffs, services, distribution and marketing methods, 

competitive strategies or similar matters; 

(b) to engage in vigorous and full competition with each other or other entities; and 

(c) to do business, or choose not to do business, with other entities. 

31. FURTHER ASSURANCES 

31.1 Each Party shall perform such further acts and execute and deliver such further instruments and documents 

at such Party's cost and expense as may be required by Applicable Law, rules or regulations or as may be 

reasonably requested by the other to carry out and effectuate the purposes of this Agreement. 

31.2 If and to the extent the transactions or activities contemplated by this Agreement require the cooperation or 

participation of an Affiliate that is not a party hereto, then its Parent Carrier shall cause such Affiliate to 

cooperate or participate in such transaction or activity. Without limiting the generality of the foregoing, if 

such Affiliate operates as an Operating Carrier in connection with this Agreement and is not a party to a 

separate codesharing agreement or addendum hereto with respect to such operations, its Parent Carrier shall 

cause it to comply with all obligations imposed on an Operating Carrier hereunder as if such Affiliate were 

a party hereto. The Parent Carrier shall be jointly and severally obligated and liable with such Affiliate for 

all such obligations, including, without limitation, the indemnity and insurance requirements of this 

Agreement. In addition, the Parent Carrier shall cause such Affiliate to perform such acts and execute and 

deliver such further instruments and documents as may reasonably be required by the other Party to provide 

for such cooperation and participation, including, without limitation, execution of an addendum providing 

for such Affiliate to become a party to this Agreement. 

32. MISCELLANEOUS 

32.1 This Agreement contains the entire agreement between the Parties relating to its subject matter, and 

supersedes any prior understandings or agreements between the Parties regarding the same subject matter. 

This Agreement may not be amended or modified except in writing signed by a duly authorized 

Representative of each Party. 
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32.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended 

to have, nor shall either Party represent to any other Person that it has, any power, right or authority to bind 

the other, or to assume, or create, any obligation or responsibility, express or implied, on behalf of the other 

Party (or such other Party’s Affiliates), except as expressly required by this Agreement or as otherwise 

permitted in writing. Nothing in this Agreement shall be construed to create between the Parties and/or the 

Parties' Representatives any partnership, joint venture, employment relationship, franchise or agency 

(except that the Operating Carrier shall have supervisory control over all passengers during any Codeshared 

Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such 

Codeshared Flight). 

32.3 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to the Parties hereto 

and their permitted successors and assigns; there is no intent to benefit any third parties, including the 

creditors of either Party. 

32.4 This Agreement may be executed and delivered by the Parties in separate counterparts, each of which when 

so executed and delivered shall be an original, but all of which taken together shall constitute one and the 

same instrument. 

32.5 No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or 

privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, 

remedy, power or privilege hereunder preclude any other or further exercise thereof of the exercise of any 

other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are 

cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The failure of 

any Party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to 

exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a 

relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue 

and remain in full force and effect. No waiver by any Party of any term or provision of this Agreement 

shall be deemed to have been made unless expressed in writing and signed by such Party. 

32.6 This Agreement is the product of negotiations between WestJet and American, and shall be construed as if 

jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by 

reason of ambiguity in language, rules of construction against the drafting Party, or similar doctrine. 

32.7 Although translations of this Agreement may be made into any other language for the convenience of the 

Parties, the English version will govern for all purposes of the interpretation and performance of this 

Agreement. 

32.8 Neither Party shall be liable for any exemplary, punitive, special or consequential Damages, including lost 

revenues, lost profits or lost prospective economic advantage, arising from any performance or failure to 

perform under this Agreement, even if such Party knew or should have known of the possibility thereof, 

and each Party hereby releases and waives any claims against the other Party regarding such Damages. 

FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LIMIT 

A PARTY'S OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANCE WITH ARTICLE 18 

FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION 

BY A THIRD PARTY. 

32.9 Notwithstanding anything to the contrary set out in this Agreement, the Parties shall comply with this 

Agreement and in the event of a conflict, ambiguity or inconsistency between this Agreement and the WSAA ITA or any IATA rule, standard, policy or direction, this Agreement shall govern and prevail to the 

extent of such conflict, ambiguity or inconsistency. 

33. NOTICES 

33.1 Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, 

invoices and other communications required or permitted to be given to or made upon a Party to this 
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AA-WS-Codeshare Agreement Final

Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly 

given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is 

obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery service 

that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the 

applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of 

transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient 

or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses 

of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change 

its address for notice to any other location by giving at least three (3) Business Days prior written notice to 

the other Party in the manner set forth above. 

If to American Airlines, Inc.: 

4333 Amon Carter Blvd., MD 5635 

Fort Worth, Texas 76155 

USA 

Attention: Managing Director – Strategic Alliances 

Responsible for WestJet Codeshare 

Facsimile: 817-967-3179

Telephone: 817-963-2261

with a copy to: 

4333 Amon Carter Boulevard, MD 5675 

Fort Worth, Texas 76155 

USA 

Attention: Corporate Secretary 

Facsimile: (817) 967-4313 

Telephone: (817) 963-3598 

If to WestJet 

22 Aerial Place N.E. 

Calgary, Alberta T2E 3J1 

Canada 

Attention: Director Alliances 

Telephone: (403) 444-2592 

with a copy to: 

22 Aerial Place N.E. 

Calgary, Alberta T2E 3J1 

Attention: Vice-President, Legal 

Facsimile: (403) 648-8727 

Telephone: (403) 539-7448 

[Remainder of page left intentionally blank]
John MJeb

Vice President — Network and Alliances

Name: Kenji Hashimoto

Title: Vice President — Strategic Alliances

By:

Name:

Title:

By:

S-1

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their

proper and duly authorized officers, as of the Effective Date.

WESTJET AIRLINES LTD. AMERICAN AIRLINES, INC.

Attachments:

Annex A — Definitions

Annex B — Codeshared Routes

Annex C — Minimum Standards of Ground and In-Flight Services

Annex D — Reserved

Annex E — Financial Settlement

Annex F — Governmental Approvals

AA-WS-Codeshare Agreement Final (2).doc

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AA-WS-Codeshare Agreement Final

ANNEX A

DEFINITIONS

"Affected Party" has the meaning assigned to such term in Section 26.1. 

"Affiliate" means, with respect to any Person or entity, any other Person or entity directly or indirectly controlling, 

controlled by, or under common control with, such Person or entity. For purposes of this definition, "control" 

(including "controlled by" and "under common control with") means the power, directly or indirectly, to direct or 

cause the direction of the management and policies of such Person or entity, whether through the ownership of 

voting securities, by contract or otherwise. 

“Agreement” has the meaning assigned in the preamble to this Agreement. 

"Airlines Clearing House" means the Airline Clearing House Inc. or ACH, a clearing house that administers and 

implements revenue settlement between carriers by reference to the ACH Manual of Procedure. 

"Airline Guides" means the printed and electronic data versions of the "Official Airline Guide" and the "ABC 

World Airlines Guide," and their respective successors. 

"American" has the meaning assigned in the preamble to this Agreement. 

"Applicable Law" means all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade 

laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any Competent Authority and 

the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and 

permits of any Competent Authority. 

"Assessment" has the meaning assigned to such term in Section 20.6. 

"ATPCO" means the Airline Tariff Publishing Company. 

"Authorized Affiliate" means with respect to American, American Eagle Airlines, Inc., Executive Airlines, Inc. and 

Chautauqua Airlines, Inc. insofar as Chautauqua Airlines, Inc. operates flights with American’s Code under the 

AmericanConnection® brand name. 

"Business Day" means any day other than a Saturday, Sunday or other day in which banking institutions in Fort 

Worth, Texas, USA, New York, New York, USA, or Calgary, Alberta, Canada, are required by law, regulation or 

executive order to be closed. 

"Carrier Code Box" means (i) for paper tickets, the field containing the two character airline designator code as 

defined in IATA Resolution 727, or (ii) for electronic (or e-) tickets the three alphanumeric characters contained in 

the "Sold Airline Designator (Marketing Carrier)" field as defined in IATA Resolution 722f. 

"CBP" means the U.S. Bureau of Customs and Border Protection. 

“CISP” has the meaning assigned to such term in Section 27.1. 

"Code" means the two (2) character identifier assigned to a carrier by IATA for the purpose of exchanging interline 

carrier messages in accordance with AIRIMP procedures. 

"Codeshare Commission" has the meaning assigned to such term in Section 7.3. 

"Codeshared Flight" means a flight on which both Parties have placed their respective Codes, as defined in Section 

3.3 and Annex B. 
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"Codeshared Passenger Data" has the meaning assigned to such term in Section 27.1. 

"Codeshared Passenger" means a passenger traveling on a Marketing Carrier Flight Coupon. 

"Codeshared Routes" or "Routes" means the city-pair markets set out in Annex B. 

"Committee" has the meaning assigned to such term in Section 21.1. 

"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. 

"Conditions of Carriage" means those conditions of contract tariffs and rules of carriage of a Party that govern the 

transport of passengers traveling on tickets showing such Party’s Code in the Carrier Code Box of the flight coupon. 

"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 

and 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. 

"CRS" means a computerized reservations system owned or operated by any entity, including either Party to this 

Agreement, that contains information about commercial airline schedules, fares, cargo rates, passenger and cargo 

tariff rules and flight availability that is made available to travel agents, cargo agents and other non-airline entities to 

facilitate their ability to make reservations and issue tickets and air waybills. 

"Damages" means all third party claims, suits, causes of action, penalties, liabilities, judgments, demands, 

recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind whatsoever (including, 

without limitation, internal expenses of the Indemnified Party, such as employee salaries and the costs of 

cooperating in the investigation, preparation or defense of claims) under the laws of any jurisdiction (whether arising 

in tort, contract, under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, and 

related instruments or otherwise), including reasonable costs and expenses of investigating, preparing or defending 

any claim, suit, action or proceeding (including post judgment and appellate proceedings or proceedings that are 

incidental to the successful establishment of a right of indemnification), such as reasonable attorneys’ fees and fees 

for expert witnesses, consultants and litigation support services. 

" Data Protection Laws" has the meaning assigned to such term in Section 27.1. 

"Data Safeguards" has the meaning assigned to such term in Section 27.1. 

"Disclosing Party" has the meaning assigned to such term in Section 26.1. 

"Dispute" has the meaning assigned to such term in Section 23.2. 

"Effective Date" has the meaning assigned to such term in Section 17.1. 
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"Excusable Delay" has the meaning assigned to such term in Article 22. 

"Frequent Flyer Participating Carrier Agreements" means the agreements, from time to time, between the 

Parties relating to the participation of one Party in the other Party’s frequent flyer program. 

"Governmental Approvals" means any authorizations, licenses, certificates, exemptions, designations, or other 

approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for the operation of 

the Codeshared Flights. 

"IATA" means the International Air Transport Association. 

"IATA Clearing House" means the clearing house established by IATA to administer and implement revenue 

settlement by reference to the Revenue Accounting Manual published by IATA. 

"IATA PMP" has the meaning assigned in Section 7.2(b). 

"IATA RAM" has the meaning assigned in Section 7.3. 

"Implementation Date", provided that all of the conditions set forth in Section 4.1 have been satisfied, shall mean 

the date of the first Codeshared Flight operated under this Agreement. 

"Inadmissible Passengers" has the meaning defined in IATA Resolution 701, as modified, supplemented or 

amended from time to time. 

"Indemnification Notice" has the meaning assigned to such term in Section 18.3. 

"Indemnified Party" has the meaning assigned to such term in Section 18.3. 

"Indemnifying Party" has the meaning assigned to such term in Section 18.3. 

"Interline Service Charge" means the payment by the carrier lifting the ticket to the Ticketing Carrier, according to 

the industry program for compensation for the Ticketing Carrier’s commission sales costs as set forth in IATA 

Passenger Services Conference Resolutions 780b and 780d. 

"IOSA" has the meaning assigned to such term in Section 4.1(c). 

“Late Substitution Notice” has the meaning assigned to such term in Section 3.14. 

"Licensed Trademark" has the meaning assigned to such term in Section 14.3. 

"Marketing Carrier" means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon for a 

Codeshared Flight but which is not the Operating Carrier. 

"Marketing Carrier Flight Coupon" means a flight coupon (electronic or paper) of a ticket issued by the 

Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the Marketing 

Carrier’s Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the transporting carrier field in the 

case of an electronic ticket. 

"Marketing Carrier Indemnified Party" has the meaning assigned to such term in Section 18.1. 

"Marketing Carrier Reviews" has the meaning assigned to such term in Section 11.3. 

"Marketing Carrier Ticket" means a ticket issued by the Marketing Carrier, Operating Carrier or a third-party that 

contains at least one Marketing Carrier Flight Coupon. 
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"Marketing Flight(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight of the Marketing 

Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier’s name, designator 

Code and/or flight number. 

"Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to provision of 

assistance by one Party to the other Party in the event of aircraft emergency. 

"oneworldTM Alliance" means the globally branded multilateral airline alliance in which American participates. 

"Operating Carrier" means the air carrier having operational control of an aircraft used for a given Codeshared 

Flight or the Party whose Authorized Affiliate has operational control of such aircraft, as the context may require. 

"Operating Carrier Indemnified Party" has the meaning assigned to such term in Section 18.2. 

"Normal Fare" has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1, Section E. 

"Parent Carrier" means American or WestJet, when referenced in relation to another carrier that is not a party to 

this Agreement and to which American or WestJet, as applicable, is Affiliated. 

"Party" or "Parties" means either or both of American and WestJet, as the context requires. 

"Payee" has the meaning assigned to such term in Section 20.4. 

"Payor" has the meaning assigned to such term in Section 20.4. 

"PCI" has the meaning assigned to such term in Section 27.1. 

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, 

unincorporated organization or government or any agency, authority or political subdivision of a government. 

“Procedures Manual” means a detailed procedures manual prepared by the Parties for implementing the 

transactions contemplated by this Agreement. 

"Removal Date" has the meaning assigned to such term in Section 3.8. 

"Removal Notice" has the meaning assigned to such term in Section 3.8. 

"Representatives" has the meaning assigned to such term in Section 26.1. 

"Reservations System" means the computerized airline passenger or cargo reservations system that contains 

information about flight schedules, fares, cargo rates, passenger and cargo tariff rules and seat availability of an 

airline and provides the ability to make reservations and issue tickets or air waybills. 

"Rules" has the meaning assigned to such term in Section 23.3. 

"SDP" has the meaning assigned to such term in Section 27.1. 

“Significant Event” means an event which is the direct result of the operations of either Party and which causes (i) 

substantial and material damage to a Party’s aircraft; (ii) substantial and material property damage; or (iii) 

significant injury or the loss of life. 

"Special Prorate Agreement" means any bilateral agreement, from time to time, between the Operating Carrier and 

the Ticketing Carrier relating to the proration of interline revenue. 
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“Substitution” has the meaning assigned to such term in Section 3.12. 

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

excluding Ticket Taxes, that may be imposed by any Competent Authority 

"Termination Date" means 23:59 Coordinated Universal Standard Time on the date provided in the notice of 

termination given in accordance with Section 17.2. 

"Ticketing Carrier" means a carrier whose traffic documents are used to issue a ticket. 

"Ticket Handling Fee" means the payment by the carrier lifting the ticket to the Ticketing Carrier for expenses 

incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally by the Parties, of the 

prorated value billed by the carrier that lifted the ticket. 

"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. 

"$" or "US$" or "Dollars" means lawful currency of the United States of America. 

"U.S." or "United States" means the fifty states of the United States of America, the District of Columbia and the 

Commonwealth of Puerto Rico. 

“WS-AA ITA” has the meaning assigned to such term in Article 1. 
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AA-WS-Codeshare Agreement Final

ANNEX B

CODESHARED ROUTES

The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which the 

Parties shall place their respective Codes. The implementation date for each Codeshared Route shall occur on a date 

to be mutually agreed by the Parties, subject to obtaining all Governmental Approvals for such Codeshared Route. 

In the event that all Governmental Approvals have not been obtained by such date for any particular Codeshared 

Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed 

by the Parties. 

A. Codeshared Routes between the US and Canada: 

Codeshared Routes Operating Carrier 

Chicago(O'Hare) IL USA - Toronto(Pearson Intl) ON Canada American Airlines 

Chicago(O'Hare) IL USA - Calgary AB Canada American Airlines 

Dallas/Ft. Worth(Intl) TX USA - Toronto(Pearson Intl) ON Canada American Airlines 

Dallas/Ft. Worth(Intl) TX USA - Vancouver(Intl) BC Canada American Airlines 

Dallas/Ft. Worth(Intl) TX USA - Calgary AB Canada American Airlines 

Dallas/Ft. Worth(Intl) TX USA - Montreal(P.E. Trudeau) QC Canada American Airlines 

Los Angeles(Intl) CA USA - Toronto(Pearson Intl) ON Canada American Airlines 

Miami(Intl) FL USA - Montreal(P.E. Trudeau) QC Canada American Airlines 

Miami(Intl) FL USA - Toronto(Pearson Intl) ON Canada American Airlines 

Boston(Intl) MA USA - Toronto(Pearson Intl) ON Canada American Eagle 

Chicago(O'Hare) IL USA - Toronto(Pearson Intl) ON Canada American Eagle 

Chicago(O'Hare) IL USA - Montreal(P.E. Trudeau) QC Canada American Eagle 

Chicago(O'Hare) IL USA - Ottawa ON Canada American Eagle 

Chicago(O'Hare) IL USA - Calgary AB Canada American Eagle 

New York(Kennedy) NY USA - Toronto(Pearson Intl) ON Canada American Eagle 

New York(Kennedy) NY USA - Montreal(P.E. Trudeau) QC Canada American Eagle 

New York(Kennedy) NY USA - Halifax(Intl) NS Canada American Eagle 

Honolulu Oahu HI USA - Calgary AB Canada North American 

Kahului Maui HI USA - Calgary AB Canada North American 
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Kahului Maui HI USA - Edmonton(Intl) AB Canada North American 

Ft. Lauderdale(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet 

Ft. Lauderdale(Intl) FL USA - Montreal(P.E. Trudeau) QC Canada WestJet 

Ft. Lauderdale(Intl) FL USA - Ottawa ON Canada WestJet 

Ft. Lauderdale(Intl) FL USA - Quebec City QC Canada WestJet 

Ft. Lauderdale(Intl) FL USA - Halifax(Intl) NS Canada WestJet 

Ft. Myers(Southwest Fl Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet 

Honolulu Oahu HI USA - Vancouver(Intl) BC Canada WestJet 

Honolulu Oahu HI USA - Victoria(Intl) BC Canada WestJet 

Kahului Maui HI USA - Vancouver(Intl) BC Canada WestJet 

Kona Hawaii HI USA - Vancouver(Intl) BC Canada WestJet 

Las Vegas(Intl) NV USA - Calgary AB Canada WestJet 

Las Vegas(Intl) NV USA - Toronto(Pearson Intl) ON Canada WestJet 

Las Vegas(Intl) NV USA - Vancouver(Intl) BC Canada WestJet 

Las Vegas(Intl) NV USA - Edmonton(Intl) AB Canada WestJet 

Las Vegas(Intl) NV USA - Winnipeg (Richardson Intl) MB Canada WestJet 

Las Vegas(Intl) NV USA - Montreal(P.E. Trudeau) QC Canada WestJet 

Las Vegas(Intl) NV USA - Victoria(Intl) BC Canada WestJet 

Las Vegas(Intl) NV USA - Saskatoon (Diefenbaker Intl) SK Canada WestJet 

Las Vegas(Intl) NV USA - Regina SK Canada WestJet 

Las Vegas(Intl) NV USA - Kelowna BC Canada WestJet 

Las Vegas(Intl) NV USA - Ottawa ON Canada WestJet 

Lihue Kauai HI USA - Vancouver(Intl) BC Canada WestJet 

Los Angeles(Intl) CA USA - Vancouver(Intl) BC Canada WestJet 

Los Angeles(Intl) CA USA - Edmonton(Intl) AB Canada WestJet 
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Los Angeles(Intl) CA USA - Calgary AB Canada WestJet 

Miami(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet 

New Orleans(Intl) LA USA - Toronto(Pearson Intl) ON Canada WestJet 

Newark/New York(Liberty) NJ USA - Calgary AB Canada WestJet 

Orlando(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet 

Orlando(Intl) FL USA - Ottawa ON Canada WestJet 

Orlando(Intl) FL USA - Calgary AB Canada WestJet 

Orlando(Intl) FL USA - Montreal(P.E. Trudeau) QC Canada WestJet 

Orlando(Intl) FL USA - Winnipeg (Richardson Intl) MB Canada WestJet 

Orlando(Intl) FL USA - Halifax(Intl) NS Canada WestJet 

Orlando(Intl) FL USA - Hamilton(Munro Intl) ON Canada WestJet 

Orlando(Intl) FL USA - London ON Canada WestJet 

Orlando(Intl) FL USA - Edmonton(Intl) AB Canada WestJet 

Orlando(Intl) FL USA - Moncton (Intl) NB Canada WestJet 

Orlando(Intl) FL USA - St. Johns NL Canada WestJet 

Palm Springs CA USA - Calgary AB Canada WestJet 

Palm Springs CA USA - Edmonton(Intl) AB Canada WestJet 

Palm Springs CA USA - Vancouver(Intl) BC Canada WestJet 

Palm Springs CA USA - Toronto(Pearson Intl) ON Canada WestJet 

Phoenix(Intl) AZ USA - Calgary AB Canada WestJet 

Phoenix(Intl) AZ USA - Edmonton(Intl) AB Canada WestJet 

Phoenix(Intl) AZ USA - Vancouver(Intl) BC Canada WestJet 

Phoenix(Intl) AZ USA - Winnipeg (Richardson Intl) MB Canada WestJet 

Phoenix(Intl) AZ USA - Regina SK Canada WestJet 

Phoenix(Intl) AZ USA - Saskatoon (Diefenbaker Intl) SK Canada WestJet 
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San Diego(Intl) CA USA - Calgary AB Canada WestJet 

San Francisco(Intl) CA USA - Vancouver(Intl) BC Canada WestJet 

San Francisco(Intl) CA USA - Calgary AB Canada WestJet 

Santa Ana(J.Wayne) CA USA - Vancouver(Intl) BC Canada WestJet 

Santa Ana(J.Wayne) CA USA - Calgary AB Canada WestJet 

Tampa(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet 

Tampa(Intl) FL USA - Ottawa ON Canada WestJet 

Tampa(Intl) FL USA - Halifax(Intl) NS Canada WestJet 

B. Codeshared Routes between American’s Canadian Gateways 

Toronto ON YYZ 

Calgary AB YYC 

Montreal QC YUL 

Vancouver BC YVR 

 and the following Canadian Cities: 

Cities Operating Carrier 

Deer Lake NL Canada WestJet 

Edmonton(Intl) AB Canada WestJet 

Hamilton(Munro Intl) ON Canada WestJet 

Halifax(Intl) NS Canada WestJet 

Kamloops BC Canada WestJet 

Kitchener/Waterloo ON Canada WestJet 

Kelowna BC Canada WestJet 

Ft. McMurray AB Canada WestJet 
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Ottawa ON Canada WestJet 

Quebec City QC Canada WestJet 

Windsor ON Canada WestJet 

Moncton (Intl) NB Canada WestJet 

Comox BC Canada WestJet 

Regina SK Canada WestJet 

Thunder Bay ON Canada WestJet 

Grande Prairie AB Canada WestJet 

Sydney NS Canada WestJet 

Montreal(P.E. Trudeau) QC Canada WestJet 

Vancouver(Intl) BC Canada WestJet 

Winnipeg (Richardson Intl) MB Canada WestJet 

Saskatoon (Diefenbaker Intl) SK Canada WestJet 

Prince George BC Canada WestJet 

London ON Canada WestJet 

Abbotsford BC Canada WestJet 

Calgary AB Canada WestJet 

Charlottetown PE Canada WestJet 

Victoria(Intl) BC Canada WestJet 

St. Johns NL Canada WestJet 

Toronto(Pearson Intl) ON Canada WestJet 

Yellowknife NT Canada WestJet 
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C. Codeshared Routes between WestJet‘s US Gateways 

Ft. Myers(Southwest Fl Intl) FL RSW 

Las Vegas(Intl) NV LAS 

Los Angeles(Intl) CA LAX 

Miami(Intl) FL MIA 

Santa Ana(J.Wayne) CA SNA 

Palm Springs CA PSP 

Phoenix(Intl) AZ PHX 

San Diego(Intl) CA SAN 

San Francisco(Intl) CA SFO 

 and the following U.S. Cities: 

Cities Operating Carrier 

Albuquerque NM USA American Eagle

Austin(Bergstrom Intl) TX USA American Airlines 

Boston(Intl) MA USA American Airlines 

Chicago(O'Hare) IL USA American Airlines 

Dallas/Ft. Worth(Intl) TX USA American Airlines / 

American Eagle 

Denver(Intl) CO USA American Airlines / 

American Eagle 

El Paso TX USA American Eagle 

Ft. Myers(Southwest Fl Intl) FL USA American Eagle/ 

Executive 

Fresno(Yosemite Intl) CA USA American Eagle 

Gainesville FL USA American Eagle/ 

Executive 
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AA-WS-Codeshare Agreement Final

Honolulu Oahu HI USA American Airlines 

Houston(G.Bush Intl) TX USA American Airlines / 

American Eagle 

Jacksonville(Intl) FL USA American Eagle 

Kahului Maui HI USA American Airlines 

Key West FL USA American Eagle/ 

Executive 

Kona Hawaii HI USA American Airlines 

Las Vegas(Intl) NV USA American Airlines 

Lihue Kauai HI USA American Airlines 

Los Angeles(Intl) CA USA American Airlines 

Miami(Intl) FL USA American Airlines 

Monterey CA USA American Eagle 

Nashville (Intl) TN USA American Airlines / 

American Eagle 

New York(Kennedy) NY USA American Airlines 

Newark/New York(Liberty) NJ USA American Airlines / 

American Eagle 

Oklahoma City(Rogers) Oklahoma USA American Eagle 

Santa Ana(J.Wayne) CA USA American Airlines 

Orlando(Intl) FL USA American Airlines 

Palm Springs CA USA American Airlines 

Pensacola FL USA American Eagle 

Phoenix(Intl) AZ USA American Airlines / 

American Eagle 

Raleigh/Durham NC USA American Airlines 

Reno NV USA American Eagle 
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AA-WS-Codeshare Agreement Final

Sacramento(Metro) CA USA American Eagle 

Salt Lake City UT USA American Eagle 

San Diego(Intl) CA USA American Eagle 

San Francisco(Intl) CA USA American Airlines 

San Jose Norman Y. Mineta Intl CA USA American Eagle 

San Juan(Intl) Puerto Rico American Airlines 

Santa Barbara CA USA American Eagle 

Santa Fe NM USA American Eagle 

St. Croix(Intl) US Virgin Islands American Airlines 

St. Louis(Intl) MO USA American Airlines 

St. Thomas(Intl) US Virgin Islands American Airlines 

Tallahassee FL USA American Eagle 

Tampa(Intl) FL USA American Airlines 

Tucson AZ USA American Eagle 

Washington(Dulles Intl) DC USA American Airlines 
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AA-WS-Codeshare Agreement Final

ANNEX C

MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES

The Parties agree that international ground and in-flight services should be competitive with other international 

carriers operating on the applicable Codeshare Routes, and that the services should remain competitive as 

improvements are made by other international carriers. The Parties also agree that the domestic ground and in-flight 

services should be competitive with other domestic carriers operating on the applicable Codeshared Routes, and that 

the services should remain competitive as improvements are made by other domestic carriers. Furthermore, the 

Parties agree that their ground and in-flight services should meet customer expectations, on an ongoing basis. In 

order to meet these objectives, WestJet and American may from time to time be required to implement service 

upgrades as mutually agreed upon by the Parties. 

Operating standards and general passenger procedures and policies for the Codeshared Flights are detailed in the 

Procedures Manual. 

The Parties agree to independently monitor in-flight consumer research on customer priorities and satisfaction. The 

Parties will meet periodically to review customer satisfaction and benchmarking research data, in order to identify 

product categories that require improvement by the carrier(s). 

The Parties agree to use commercially reasonable efforts to measure the number of Codeshared Passenger 

complaints received by the Marketing Carrier regarding the Codeshared Flights twice a year as a ratio of Codeshared 

Passenger complaints per one thousand (1,000) passengers boarded. To the extent operationally possible, 

Codeshared Passenger complaints measured will be those from the following passenger groups: first and business 

class, full fare coach, premium frequent flyer program members, airport club members, VIPs (very important 

persons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, unaccompanied 

minors, discrimination, and international documents). If the ratio of Codeshared Passenger complaints for any one 

city-pair or for the total average of all of the Codeshared Flights, exceeds 0.50 per one thousand (1,000) passengers 

boarded for any half year period, upon notification by the Marketing Carrier the Parties will meet to discuss 

appropriate corrective actions. 

The Operating Carrier agrees to review passenger and baggage mishandling complaints and the Parties will meet to 

discuss appropriate corrective actions. 

In the event the Parties are unable to mutually agree on appropriate corrective actions as provided above, and/or if 

the Operating Carrier fails to meet the standards established by this Annex C the Marketing Carrier, at its discretion, 

will be entitled to withdraw its Code from the affected Codeshared Flight(s). 

AUTOMATION 

The Parties shall develop, design and implement a computer automation system for the operational interface of each 

Party’s current computer system in order to provide the highest quality product to Codeshared Passengers. Each 

Party will be responsible for the cost and expense associated with modifying its own computer system. The Parties 

shall, at a minimum, agree to develop, design and implement the automation of the following systems to support the 

Codeshared Flights: 

Automated Reservation (PNR) Exchange - The Operating Carrier will accept automatically Codeshared Passenger 

PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system. 

Pre-Reserved Seating - A mechanism will exist so that pre-reserved seating on the Codeshared Flights will be 

available to Codeshared Passengers.
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AA-WS-Codeshare Agreement Final

Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement messages 

(e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s computer system. 

Airport Check-in - Automation must exist between the Parties so that transiting passengers will not need to 

recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and be provided 

boarding passes for all segments of such Codeshared Passengers’ itinerary. 

Hand Back Messages (Post Departure Reconciliation and Close-out) - The Operating Carrier must provide 

electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The preferred format is an 

IATA-standard Passenger Reconciliation List (PRL). 

FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Marketing 

Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports served by the 

Codeshared Flights. To the extent feasible and commercially reasonable the Operating Carrier shall ensure that 

ticket counters at each station will identify the Marketing Carrier; provided that the Operating Carrier shall promote 

the Marketing Carrier equally to the other airlines that have a similar cooperative relationship with the Operating 

Carrier at such airports. The Parties shall cooperate on the placement of such signs, subject to the approval of the 

relevant airport authority or other lessors. 

Subject to the previous paragraph, the Operating Carrier will be responsible for the cost and expense associated with 

developing and installing the appropriate signs at airports served by the Codeshared Flights. 

Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at airports 

served by Codeshared Flights. 

GATE AND RAMP HANDLING 

The Operating Carrier shall arrange for trained personnel to handle all gate (including ramp handling) and boarding 

services of Codeshared Passengers on the Codeshared Flights. 

All costs, fines, and penalties incurred with a refusal by the immigration (or equivalent) authorities of a country to 

permit entry of any Codeshared Passengers at a destination point, shall be borne by the Operating Carrier that 

delivers the passenger on the international segment of the itinerary. 
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AA-WS-Codeshare Agreement Final

ANNEX D

RESERVED
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AA-WS-Codeshare Agreement Final

ANNEX E

FINANCIAL SETTLEMENT

I. Financial Settlement. 

For Tickets issued on either Party's Ticket stock or using either Party's validation, if the Ticketing Carrier is (i) 

the Marketing Carrier or the Operating Carrier, the Ticketing Carrier shall receive the Interline Service Charge 

as provided in the WS-AA ITA, and (ii) a third party, the Ticketing Carrier shall receive the Interline Service 

Charge as agreed between the Operating Carrier and such third party, provided in the event the Operating 

Carrier is unable to obtain satisfactory settlement with such third party Ticketing Carrier and bills the respective 

coupons to the Marketing Carrier, as provided in and in accordance with Section 7.2(c), the Marketing Carrier 

shall receive the Interline Service Charge as provided in the WS-AA ITA. 

Unless agreed otherwise between the Parties, settlement of traffic documents issued by one Party and accepted 

by the other Party shall be made directly between the Parties, using procedures established in the WS-AA ITA, 

until such time as WestJet is a participant in settlement transactions through the IATA Clearing House or 

Airlines Clearing House, Inc., and the Parties agree: 

at such time as WestJet participates in either clearing house’s services, settlement of obligations 

between WestJet and American shall be completed through either the IATA Clearing House or 

Airlines Clearing House, Inc. (or shall be completed using the inter-clearance facilities that exist 

between the IATA Clearing House or Airlines Clearing House, Inc.), unless agreed otherwise between 

the Parties in writing. 

Unless agreed otherwise in a special prorate agreement, settlement of Tickets between the Parties shall be 

accomplished using the terms of the IATA RAM (as then-applicable) and Multilateral Prorate Agreement – 

Passenger, regardless of whether both Parties are signatory to that agreement. 

II. Codeshare Commission. 

The Codeshare Commission only applies to the Codeshared Flights where either American or WestJet places its 

Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, published 

fares, unpublished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all coupons 

originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight. The Codeshare Commission for 

these Codeshared Flights will be calculated by multiplying the gross prorated value (as determined in accordance 

with Sections 7.2(a) and 7.3) of Marketing Carrier Flight Coupons by the applicable Codeshare Commission 

percentage, which for purposes of this Agreement, is detailed in the table below. 

 Codeshare Commission I1

 Codeshare Commission II2

 Basic Codeshare 

Commission 

Supplemental 

Codeshare Commission 

First Class Fare 5.5% 1.5% 5.5% 

Business Class Fare 5.5% 1.5% 5.5% 

 

1

 Codeshare Commission I shall apply until the date the Frequent Flyer Participating Carrier Agreements are 

implemented. 

2

 Codeshare Commission II shall apply effective as of the date the Frequent Flyer Participating Carrier Agreements 

are implemented. 
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AA-WS-Codeshare Agreement Final

Economy Class Normal Fare (as 

defined in Annex A) 5.5% 1.5% 5.5% 

Other Economy Class Fare (i.e., 

not a Normal Fare) 5.5% 1.5% 5.5% 

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the Codeshare 

Commission payable to the Marketing Carrier. 

The Codeshare Commission may be renegotiated by and between the Parties at any time by mutual written consent 

of the Parties hereto. 
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AA-WS-Codeshare Agreement Final

ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals: 

1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the 

United States Department of Transportation ("DOT") to codeshare with WestJet over the Codeshared Routes. 

2. License from Transport Canada to enter into the codesharing arrangement with WestJet. 

WestJet shall secure and maintain the following governmental approvals: 

1. Economic authority from the Transport Canada to codeshare with American over the Codeshared 

Routes. 

2. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Part 212) 

to codeshare with American. 
CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document by email 

on the following persons: 

 Delta, Comair sascha.vanderbellen@delta.com 

 United jeffrey.manley@united.com 

 Continental dan.weiss@coair.com 

 US Airways howard.kass@usairways.com 

 Alaska, Horizon msinick@ssd.com 

 Virgin America, Compass kquinn@pillsburylaw.com 

 Air Wisconsin jhill@dlalaw.com 

 North American mlbenge@zsrlaw.com 

 Colgan, Pinnacle bthunt@pncl.com 

 TransStates dhayes@transstates.net 

 GoJet gpwicks@wicks-group.com 

 Mesaba max.shemesh@mesaba.com 

 Sky West temerson@skywest.com 

 Atlantic Southeast, recohn@hoganlovells.com 

 Shuttle America,

 Republic, ExpressJet 

       

 ________________________________ 

CARL B. NELSON 

February 28, 2011