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

) Application of ) ) JetBlue Airways Corporation ) Docket OST

-2014

-

_____________ ) For a Statement of Authorization ) Pursuant to 14 C.F.R. Part 212 (Code

-sharing) ) )
APPLICATION OF JETBLUE AIRWAYS CORPORATION FOR BLANKET STATEMENT OF AUTHORIZATION Communications with respect to this document should be directed to:
James G. Hnat Executive Vice President Corporate Affairs, General Counsel & Secretary Robert C. Land Senior Vice President for Government Affairs & Associate General Counsel Adam Schless Director, Aircraft Transactions & International Counsel JetBlue Airways Corporation 27

-01 Queens Plaza North Long Island City, NY 11101 Jonathan B. Hill J. Parker Erkmann Benjamin M. Berlin Cooley LLP 1299 Pennsylvania Ave., NW, Ste. 700 Washington, DC 20004 (202) 842

-7800 jhill@cooley.com perkmann@cooley.com bberlin@cooley.com Counsel for JetBlue Airways Corporation

Dated: January 21 , 2014
NOTICE: JetBlue will poll the application and provide the results of that polling to the Department as soon as it is completed.

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

) Application of ) ) JetBlue Airways Corporation ) Docket OST

-2014

-

_____________ ) For a Statement of Authorization ) Pursuant to 14 C.F.R. Part 212 (Code

-sharing) ) )
APPLICATION OF JETBLUE AIRWAYS CORPORATION FOR BLANKET STATEMENT OF AUTHORIZATION JetBlue Airways Corporation (“JetBlue”) hereby applies for a blanket statement of
authorization under 49 U.S.C. § 40109 and 14 C.F.R. Part 212 in order to engage in the codeshare operations described herein. In support of this Application, JetBlue state as follows:
1. On January 21 , 2014, the JetBlue and Etihad Airways PJSC (“Etihad”) entered a Codeshare Agreement (the “Agreement”) attached hereto as Exhibit 1. 1 

### In order to implement the Agreement, JetBlue requests a blanket Statement of Authorization for JetBlue to display
Etihad’s EY* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by JetBlue between (1) points in the United States and (2) any point or points in the United States and any point or points in any third country

. 2. A list of the initial code

-sharing routes is attached hereto as Exhibit 2.
3. JetBlue and Etihad have only recently finalized the terms of the Agreement but
intend to initiate the proposed codeshare services on or about March 14, 2014

.

1 

### Sensitive personal and commercial information has been redacted from the attached agreement.

### 2 4. JetBlue holds certificate authority issued by the Department authorizing it to engage in scheduled interstate air transportation of persons, property and mail between any points in the United States, see Order 2000

-2

-7, as well as certificate authority for foreign air transportation to open skies countries, see Order 2007

-7

-3.
5. Etihad holds a foreign air carrier permit issued pursuant to Order 2010

-8

-6 which authorizes Etihad to provide scheduled and charter foreign air transportation of persons, property, and mail from points behind the United Arab Emirates and intermediate points, to a point or points in the United States and beyond, and other charters.
6. Approval of this application is consistent with applicable bilateral air transport agreements and the public interest. The proposed codeshare services are consistent with the
terms of the bilateral Open Skies Agreement between the United Arab Emirates and the United
States

. 2 

### These services will represent a valuable service enhancement for passengers traveling
between the United States and the United Arab Emirates

. 7. Approval of this application is consistent with long

-standing precedent and Department policy. The Department has consistently granted applications for Statements of Authorization involving implementation of various codeshare/block space arrangements where those arrangements were pro

-competitive and in the public interest. This Application satisfies that standard, as it will enable Etihad and JetBlue to offer the flying public an enhanced network and more services. In addition, the Department has confirmed in its international aviation policy statement that codeshare/block space arrangements are in the public interest as they provide the benefits of increased service and competition:

2 

### See Air Transport Agreement between the Government of the United States of America and the Government of the United Arab Emirates, Art. 8.7, dated March 11, 2002.

### 3 Code sharing and other cooperative market agreements can provide a cost efficient way for carriers to enter new markets, expand the system and obtain additional flow traffic to support their operations by using existing facilities and scheduled operations.
60 Fed. Reg. 21,841, 21,842 (May 3, 1995).
8. JetBlue already holds the broad underlying authority to conduct operations on the codeshare routes, and thus only a Statement of Authorization is required to institute these
services.
9. Pursuant to DOT’s Notice in the Matter of Blanket Notification of Code

-Share Service to Open

-Skies Partners and Points dated February 9, 2009, JetBlue hereby provides blanket notice of its intent to engage in codeshare services between open skies points. JetBlue also agrees to notify the Department no later than 30 days before commencing any codeshare
services to non

-open skies points and to inform the Department of the codeshare market(s) to be
served and the date on which the services will begin.
10. JetBlue will conduct its code

-sharing activities in compliance with Part 257 of the Department’s economic regulations and any other applicable rules and regulations. JetBlue accepts the Department’s standard conditions on code

-sharing services.
11. JetBlue states that this application will have no effect on its Civil Reserve Air
Fleet commitments.
12. JetBlue requests that the blanket statement of authorization be granted for an indefinite period, so long as the Agreement continues in effect.

### 4 WHEREFORE, JetBlue respectfully requests that the Department grant it the blanket
Statement of Authorization requested herein and such other relief as the Department deems appropriate and in the public interest

. Respectfully submitted,

____________________________ Jonathan B. Hill J. Parker Erkmann Benjamin M. Berlin Cooley LLP 1299 Pennsylvania Ave., NW, Ste. 700 Washington, DC 20004 (202) 842

-7800 jhill@cooley.com perkmann@cooley.com bberlin@cooley.com
Counsel for JetBlue Airways Corporation

January 21 , 2014

### Exhibit 1 Codeshare Agreement

### CODESHARE AGREEMENT

This CODESHARE AGREEMENT (this "Agreement"}, is made on-----

BETWEEN

AND

WHEREAS

THEREFORE JetBiue Airways Corporation, a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 

### 27-01 Queens Plaza North, Long Island City, New York 

### 11101, United States of America (''JetBiue" or "JetBiue Airwaysn or "86"), Etihad Airways PJSC, a corporation organized under the laws of Eimirtae ofAbu Dhabi in the the United Arab Emirates, having its principal office at at Khalifa City A, PO Box 35566, Abu Dhabi, United Arab Emirates, ("Etihad" or "EY"}

86 and EY wish to establish the arrangements for a unilateral codeshare relationship between the Parties such that:
1. Certain flights operated by 86 shall 

### cany both the 86 and EY airline designators and both 86 and EY may sell seats on such flights;
thus extending the range of services available to the travelling public to the mutual benefit of both JetBiue and Etihad

.

In consideration of the mutual covenants and promises contained in this Agreement, JetBiue and Etihad hereby agree as follows:



### 1. Definitions and Interpretation



### 1.1 In this Agreement, except where the context otherwise requires:
(a) Terms with their initial letters capitalized shall have the meanings ascribed to them in Appendix 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. Jet81ue and Etihad may each be referred to as a "Party" and may collectively be referred to as the "Parties"; (b) The headings of Articles are for convenience only and shall not be used to interpret provisions of this Agreement or otherwise affect the substantive provisions;**~** 

# ..**~.** 

### eru-o 

### MAQ l.EGAl DEPT(c) Any refere nce to a person includes natural persons, corporate bodies, partnershi ps, firms, unincorporated bodies, governments, government and other public authorities and all legal persons whatsoever; (d) Ai rport and city names are denoted by their three-letter code as defined in the latest ed ition of lATA's Airline Coding Directory; and (e) In the event of any inconsistency between the Articles of this document and any Annex, this document shall prevail to the extent ofthe inconsistency.

1.2 The Parties agree that accepted industry procedures and agreements relat i ng to the interl ining of passengers and baggage, including those set forth in "lATA Resolution 780 Interline Traffic Agreement- Passenger" for all international carriage shall apply to the provision of air transport and the related transactions contemplated by t h is Agreement, except to the extent that they are inconsistent or conflict with the terms of this Agreeme nt, the Interline Traffic Agreement, and its successor agreements, as signed by the Parties on , or are inconsistent with Appl icable Law

.
1.3 Where used in connection with passenger and baggage transportation, any terms used but not defined i n th is Agreement shall have the meaning, where applicable, consistent w ith the "lATA Resolution 780 lnterlihe Traffic Agreement- Passenger."

Detailed procedures for implementing this Agreement will be set forth in the Annexes, w hich are incorporated i nto this agreement will be prepared by the parties in conjunction with this agreement. The Annexes, including any amendments or supplements thereto agreed in writing between the Parties from time to t i me, shall be incorporated into and made a part of this Agreement; provided, however, that the terms of th is Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision ofthe annexes.
2. Government Approvals and Commencement

2.1 Subject to Article 2.2, B6 and EY, with effect from the date established for commencement of Codeshared Flights and 

### by agreement of both Parties, shall operate Codeshared F lights in respect ofthe Codesha red Routes specified in Annex 1

. 2

.2 Each Party ag rees to file with the relevant Government Authorities, and agrees to support the other Party's applications for any statements of orders, authorization, licences, certifications, exemptions, designations or other Government Approvals as may 

### be necessary to permit the transactions contemp lated by this Agreement, including the use ofthe Marketing Ca rrier's Code, along with that of the Operating Carrier, on the Codeshared F l ights. The implementation of this Ag reement is subject to each Party obtaining all necessary Government Approvals.

2.3 Notwithstanding any of its other provisions, this Agreement shall be subject to the orders, di rectives, rules and regulations of any applicable Government Authorities

.



## MAQ lEGAL OfPT2.4 The Marketing Carrier agrees that, notwithstanding any provision of this Agreement to the contrary, the Codeshared Flights shall be conducted by the Operating Carrier in accordance with all Applicable laws.

3. Implementation and Expenses
3.1 Implementation of this Agreement shall be subject to the followi ng conditions precedent: (a) the execution of Special Prorate Agreement(s), as needed, (b) receipt by toJetBi ue and Eti had of all necessary Government Approvals; (c) successful completion by the Parties ofthe lATA Operational Safety Audit (IOSA) reg istration as may be required for Government Approvals; (d) successf u l testing and activation of Codeshared Flight reservations, t icketing, check

- in and passenger processing automation, as may be agreed by Parties in writing.
3.2 Each Party shall bear its own costs and expenses of performance under th is Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreed in writing between the Parties: (a) 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, and (b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at airports and city t icket offices in locations served by the Codeshared Flights in order to facilitate travel on the Codeshared F li ghts, where permitted by relevant airport authorities.
3.3 Each Party shall retain all right, title and interest in systems, software, signage, equipment and facilities funded by it. Ownership of jointly funded items shall be determined 

### bythe Parties in advance of each specific project

. 4. Codeshare Service

4.1 The Parties shall mutually designate certain flights ofJetB i ue on which Etihad shall place its EY Code, (for clarity, a "Codeshared Flight"), which may i nclude fl ights operated by either Parties' authorized Affiliates and Authorized Wet L essors, serving the city-pairs (each city-pair, for clarity, a "Codeshared Route") identified in writing by the Parties. The i nitial list of Codeshared Routes on which the Parties and their authorized Affiliates and Authorized Wet lessors may codeshare is attached hereto as Annex 1. The Parties may, from time to time and wit hout formally amend i ng this Agreement, amended the list of Codeshared Routes by the agreement of the Parties as reflected in a document signed by duly authorized representatives of both Parties.

4.2 On all Codeshared Flights operated with JetBiue aircraft, JetBiue Ai rways shall be deemed to be the Operating Carrier and EY shall be deemed to be the Marketing Carrier.**~** IH ,•,:-. 

### MAQ lEGAL DEPT

.4.3 Each Party shall provide to the Codeshared Passengers, at a mtntmum, the same standard of customer service as it provides to its own passengers traveling in the same class of service, which standard shall, in any event, be reasonably in accordance with the standards of customer service established by the other Party for the comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, are detailed in the Annexes.

4.4 Th e Parties shall, to the extent legally permissible by Applicable law, 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.

4.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights without formally amend ing this Agreement. The Parties agreement to effect such changes shall be evidenced by both Parties publishing such changes in the Airline Guides, CRSs or Reservations Systems

. The Parties reserve the right to discontinue any specific route , flight number, equipment or schedule

. In the event of such 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

.
4.6 Except as otherwise provided in the Annexes, in the event of any flight cancellation or other schedule irregu larity, involu ntary rerouting or denied boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating Carrier shall: (a) ensure that all passengers shall be handled in accordance with the same policies and procedures to avoid any discrimination against a Codeshared Passenger; (b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by either the Marketing Carrier or a third party), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers and subject to the provisions ofthe Annexes and Applicable Law; and (c) notifythe Marketing Carrier in accordanee with the Annexes.

4.7 The Marketing Carrier's Conditions of Carriage, including but not limited to its limits of liability to passengers, shall govern the transportation of Codeshared Passengers, and the Operating Carrier's Conditions of Carriage, including but not limited to its limits of liability to passengers, shall apply to those passengers trave ling on the Codeshared Flights under the Operating Carrier's Code

. The respective Conditions of Carriage of the Parties shall be notified to the passengers to the extent and in the manner required by

t: Il-l , •_ , 

### MAQ l.EGAL OEPT

.Applicable laws. The liability of the Parties to each other with respect to passenger claims shall be governed by Sections 16 and 17
4.8 If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers are notified ofthe change as soon as possible. Ifthe Operating Carrier fails to notify the Marketing Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared Passengers of the change. The Marketing Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its customer service policies if It is able to do so but the Operating Carrier shall take primary responsibility for notifying all Codeshared Passengers still booked under the Marketing Carrier's Code of the change at time of check-in. In the event re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate or Authorized Wet lessor, or because a Codeshared Passenger who is notified of such a change elects not to travel on the substituted carrier, the notifymg carrier shall at its own cost and expense reaccommodate the Codeshared Passenger unless the passenger seeks a refund in which event the Ticketing Carrier shall be responsible for making such refund in accordance with its fare rules, conditions of carriage and Applicable law.

4.9 The Operating Carrier shall ensure that each Codeshared Flight shall be operated under its operating certificate or under the operating certificate of an authorized Affiliate or Authorized Wet Lessor. Notwithstanding anything in this Agreement to the contrary, the Operating Carrier may, at its sole discretion, operate any or all of the Codeshared Flights with aircraft operated under the operating certificate of a third party carrier (an "Authorized Wet lessor'') and wetleased by such Authorized Wet lessor to the Operating Carrier for the purpose of operating such Codeshared Flights (such Codesha red Flights hereafter to be referred to as "Wetleased Codeshared Flights"); provided, however, that (a) prior to operating any such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier's sole discretion; (b) the Operating Carrier and such Authorized Wet Lessor shall comply with Applicable laws with respect to such Wetleased Codeshared Flights; (c) the applicability of this Section 4.8, as to Authorized Wetleased Lessor shall be subject to the Parties receiving all Governmental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the lATA Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor; (d) the Marketing Carrier may withdraw any approval as provided in Section 4.8 (i) at any time in its sole discretion, and; 

### (ii) such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if they are operated with aircraft operated under the operating certificate of the Operating Carrier itself. (e) Notwithstanding anything herein to the contrary,



# ---,**~** fH"-Ll**~fAQ** lEGAl DEPT(i) Prior to the implementation of the code-share flights and during the term of this Agreement, the Marketing carrier shall have the right, at its own costs and expenses, to perform Operational Safety and Quality reviews ofthe Operating carrier no more than once every calendar year. For an IOSA registered operating carrier, the operational safety and quality review could be limited to granting access to the IOSA audit report and 

## I or any specific requirement from the Marketing carrier's authority. Any specific area of operations that is excluded from the IOSA registration is also excluded from the scope of any audit. The Operating carrier accepts full responsibility for the implementation of safety, operations, maintenance and airworthiness of the aircraft used on code share Flights, and furthermore carries out (or has carried out under its responsibility) all the required aircraft maintenance tasks
as per the approved maintenance programme applicable to the aircraft and in accordance with all applicable regulations, in the interest of flight safety. (ii) nothing in this Section 4.10 shall prevent the Marketing Carrier from, at its sole discretion and at its sole cost and expense, performing additional safety audits of such Authorized Wet lessor and the aircraft to be used for the operation of such Wetleased Codeshared Flights, and Operating Carrier shall use reasonable efforts to cause the Authorized Wet lessorto agree to such additional safety audits; provided, however, that such additional safety audits shall be performed at reasonable times and within a reasonable timeframe and without interrupting the Authorized Wet Lessor's operations.

4.10 Th is Agreement is l i m ited to the carriage of commercial passengers who pay twenty

-five percent (25%) or more of the applicable published fare and any accompanying infants (i.e. aged less than two years and not occupying a seat on the flight) and the i r baggage

. 4

. 11 All reduced rate, travel industry-rebated transportation (including, without limitation, AD and ID transportation) on Codeshared Flights shall be administered by the Operating Carrier according to its own rules and procedures and according to the terms and conditions contained or referenced in any relevant agreements between the Operating Carrier and other parties, including the Marketing Carrier.



### 5. Inventory Control

5.1 The avai lability of Codeshared F l ights will be controlled by standard AVS messages of the Operating Carrier being sent to the Marketing Carrier

. The Marketi ng Party will have access to the Operating Carrier's local inventory class availability through an automated compute rized interface, which both Parties will maintain throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared

' ,**ETu~ :O..** **o**



### MAQ LEGAL DEPT

.Flights. Detailed procedures for implementing and maintaining seat inventory access are contained in the Annexes.
5.2 The Parties will map inventory classes ofthe Marketing Party to inventory classes of the Operating Party for the Codeshared Flights

. The Parties will endeavor to map the average coupon value of the Marketing Party's inventory classes to comparable classes of the Operating Party to provide similar access f or bookings made by the Marketing Party for passengers yielding comparable revenue values; it being understood, however, that the Operating Party retains ultimate control over the opening, closing and other management of seat inventory availability on Codeshared Flights

. Each Party shall use legally permissible and 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. Details regard i ng the implementation and maintenance ofthe class mapping are contained in the Annexes.
6. Fares, Taxes and Settlement
6.1 Each Party shall establish fares and rates independently, subject to the provision s of the applicable air transport agreements between the United States, 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.

6.2 The Marketing Carrier will pay to the Operating Carrier a sum in respect of its seat inventory on the Code Share Flights as set out at Annex 5. {a) Either Party has the right at any time to request an adjustment to the prices paid by the Marketing Carrier t o the Operating carrier in line with general market and economic conditions prevailing on the flight sectors served by the Code Share Flights. (b) Upon receipt of such request as referred to in Article 6.3 the Parties shall negotiate in good faith with respect to such request, any adjustment to be agreed i n writing between the Parties.
6.3 The accounting procedures to be followed by the Parties under this Agreement are s et out at Annex 5

.
6

.4 Each Party shall be liable for and shall pay on its own account any and all taxes, duties and assessments, or appropriate portion thereof , levied by any Government Authority resulting from their respec tive sale of s eat s on Codeshared Flights under th is Agreement.

7. Traffic Document Issuance and Financial Settlement

7.1 Each Party shall issue or make available to its passengers its own standard system

-wide traffic documents (tickets, Conditions of Carriage and related notices) which shall
comp ly with all applicable laws, rules and regulations.

er.H:...o 

### MAQ lEGAl DEPT7.2 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.

7.3 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
as fo ll ows: (a) The Operating Carrier shall bill such uplifted flight coupons to the Ticketing Carrier using the norma l interl ine settlement process ofthe lATA Clearing House. Subject to Section 7.3(b) and 7.3(c), Marketing Carrier flight coupons shall be treated for proration and billing purposes as ifthey showed the Operating Carrier's designator Code in the Carrier Code Box ofthe 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 lATA Prorate Manual-Passenger ("lATA PMP"), specifically lATA PMP Part 3 Section Band other sections thereof
as applicable

. (b) If the Operating Carrier does not have an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carrier ncket the Operating Carrier w i ll 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 Special Prorate Agreement in place between the Ope rati ng and Marketing Carrier or in the absence of such an agreement, in accordance with lATA PMP. (c) 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 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.

7.4 The Ticketing Carrier shall receive the Interline Service Charge and/orTicket Handling Fee, as agreed between the Operating Carrier and the ncketing Carrier; provided, however, if the Marketing Carrier orthe Operating Carrier (or an Affiliate ofthe Ma rketi ng Carrier or the Operating Carrier, as applicable) is the Ticketing Carrier, no Interline Service Charge and/orTicket Handling Fee shall apply.

7.5 To support interline billing by the Operating Carrier to third-parties and i nvoluntary rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the Marketing Carrier hereby waives endorsement requirements for the Operating Carrierwith respect to all Marketing Carrier fl ight coupons

. 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 ofthis Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for travel afterthe 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.



### 8. Marketing and Product Display

8.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its Code and by the Operating Carrier under its Code. Each Party shall ensure that its respective advertising and promotions comply with all Applicable Laws. The Marketing Carrier shall comply with Applicable Laws regarding the disclosure and holding out of Codeshared Flights provided for herein in thejurisdiction where such Applicable laws apply. The Marketing Carrier shall disclose to the extent required by Applicable law through industry-approved schedule and selling mechanisms (as defined in the Annexes, 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

. Such information shall be given before a reservation is made and in any event at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable Law

. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Carrier and the appropriate departure and arrival terminal at the earliest possible opportunity and in particular at the point of sale.

8.2 The Marketing Carrier shall identifythe 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 Codeshared 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

.
8.3 If the Marketing Carrier is not authorized to offer airtransport 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 appropriate traffic restriction code as defined in the lATA Standard Schedules Information Manual, in order to suppress the display ofthe Marketing Carrier's Codesha red Flights on such local Codeshared Route(s) (i.e., the Marketing Carrier's Codeshared Flights on such route will



### enHAo 

### MAQ**lEG~l** DEPIbe limited to passengers connecting online to another flight marketed and/or operated by the Marketing Carrier).

8.4 Unless otherwise agreed, all information and advertising materials produced with the aim of promoting the Codeshared Flights shall clearly identify both Parties

. AIL joint advertising and promotion ofthe Codeshared Flights shall be subject to prior agreement between the Parties and the costs of such joint advertising and promotion shall be shared based on prior agreement.

8.5 Each Party may use its own flight number in referencing the Codeshared Flights except that only the Operating Carrier's flight number shall be used in actual flight operations (e.g., air traffic control)

.
8.6 Notwithstanding the provisions ofthis Section 8, it is the responsibility ofthe Marketing Carrier to ensure that all passengers booked under its Code are appropriately informed before a reservation is completed ofthe identity ofthe Operating Carrier ofthe Codeshared Flights.

9. Facilities 

### & Signage

9.1 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 ofthe relevant airport authority or other lessors

.


### 10. Training

10.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, and in its sole discretion, all 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.

10.2 The Parties shall, each in their own sole discretion, share any training materials (except trade secrets and legal advice) developed to support the Codeshared Flights. All intellectual property or similar rights to any materials exchanged shall remain with the Party who originally developed such materials.

E: 11-V\.0 

### MAQ LEGAl DE'PT.11. Security

11.1 The Parties shall cooperate in matters of security procedures, requirements, and obligations at all airports served by the Codeshared Flights.

11.2 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, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Government Authorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are ofthe utmost importance to both carriers. Such provisions may include any then applicable procedures used for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective load ing of baggage or cargo.

11.3 The checking ofthe travel documents of each Codeshared Passenger and the handling of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in lATA Resolution 701, as modified, supplemented or amended from time to time) shall be done in accordance with the procedures outlined in the Annexes.

12. Safety and Maintenance and Emergency Response
12.1 The Operating Carrier has 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 have the absolute right to delay the departure of an aircraft, to cancel, divert or interrupt a Codeshared Flight, to decrease the authorized payload and/or to substitute an alternative aircraft type or equipment for any reason (including, without limitation, whenever safety, technical, operational reasons or adverse weather cond itions so require). 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 Mutual Emergency Assistance Agreement in force between the Parties.

12.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant aeronautical authorities.
12.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the Operating Carrier's operations of Codeshared flights, and/or to conduct a reasonable safety and/or service review of the Operating Carrier's operations, manuals, and procedures reasonably related to the Codeshared Flights (the "Marketing Carrier Reviews'1 ), at such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews 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



# ----,

Elli-L"'\0 

## MAQ lEGAl DEPTthat reasonably relate to the Operating Carrier's safety standards and service 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 RES PONSIBILITY OR ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S OPERATIONS.

12.4 The results of the Marketing Carrier Reviews of the Operating Carrier conducted by the Marketing Carrier are confidential and will only be communicated to the Operating Carrier

. The Marketing Carrier may only disclose the results of such audits to third parties with the written agreement ofthe Operating Carrier.

12.5 The Operating Carrier shall maintain a current registration on the lATA Operational Safety Audit (IOSA) Registry as an IOSA Operator

. The Operating Carrier shall approve a request to lATA by the Marketing Carrier for a copy of the most recent IOSA Audit Report (tAR) of the Operating Carrier, such IAR to be in lieu of, or in addition to , any audit provided for in this Section 12, at the sole discretion ofthe Marketing Carrier

12.6 The Operating Carrier's IAR is confidential and the Marketing Carrier may only d isclose it to third parties with the written agreement of both lATA and the Operating Carrier. Any audit conducted by the Marketing Carrier is confidential and the Marketing Carrier may only disclose it to third parties with the written agreement of the Operating Carrier.

12.7 Notwithstanding any other provision of this Section 12, the Operating Carrier is solely responsible for all aspects of its operations, including safety, security and service of the Code Share Flights.

12.8 The Operating Carrier shall notify the Marketing Carrier within 24 hours of any accident, or serious or mandatory reportable incident occurring to its aircraft during operation of the Codeshared Flights

. Such notification sha ll be followed, within thirty {30) days, by an initial investigation report provided by the Operating Carrier containing all pertinent facts ofthe event and any known causal factors. These requirements are in addition to any immediate emergency or disaster notification required under Section 3

. 1. The Marketing Carrier shall have the right, at its sole discretion and cost, to independently investigate any safety incident or accident which results in death or serious injury to passengers, or crew, or substantial damage to the Operating Carrier's aircraft

. With respect to any emergency response in connection with this Agreement, the Parties agree to the processes and procedures and terms set forth in Annex 8

. 12.9 For the purposes of this Article, the term ' mandatory reportable incident' means any safety 

### event where the Operating Carrier is obliged to notify its Civil Aviation Authority, or Regulatory body; 'serious injury' means any injury which results in hospitalization of the person for a period exceeding forty eight hours; The National Transportation Safety Board (NTSB) definition of "substantial damage'' means damage or structural failure that adversely affects the structural strength, performance or flight characteristics of the aircraft, and that would normally require major repair or replacement of the affected components. (Not considered "substantial damage" are engine failure damage limited



# .-------,

enH:....o MAQ lEGAl DEPT.to the engine, bent fairings or cowlings, dented skin, small puncture holes in the skin or fabric, or damage to landing gear, wheel , tires, flaps , engine accessories, brakes or wing tips).

12.10 The Operating Carrier's accident and incident reports are confidential and any safety investigation conducted by the Marketing Carrier is confidential. The Marketing Carrier may only disclose them to third parties with the prior written agreement of the Operating Carrier.

13. Trademarks and Corporate Identification

13

. 1 Except as provided in this Agreement: (a) JetBiue sha ll not use the Etihad Marks; and (b) Etihad shall not use the JetBiue Marks,

without first obta ining the written approval ofthe other Party, and each Party shall comply with any directions ofthe owning Party in relation to any approved use

. 13

. 2 JetBlue acknowledges and agrees that it has no right, title or interest in the Etihad Marks nor any part thereof. Etihad acknowledges and agrees that it has no right, title or interest in the JetBiue Marks nor any part thereof. The logos, trademarks and trade 

### names of 

### each Party will remain at all times the applicable 

### Party's exclusive property.

13.3 Each Party agrees that should any right, title to or mterest in the other Party's logo or any other part thereof, or in any copyright or trade mark of the other Party become vested in it (by operation of law or otherwise) by reason of this Agreement, it will hold the same in trust for the other Party and shall, at the request of the other Party, forthwith unconditionally assign any such right, title or interest to the other Party, or as the other Party may otherwise direct.

14. Representations and Warranties

14.1 Each of JetBiue Airways and Etihad hereby represents and warrants to the other as fo llows: (a) It is a duly incorporated and validly existing corporation, in good standing under the laws of its jurisdiction of incorporation; is an air ca rrier duly authorized to act as such by the government of its country of incorporation; and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate action. This Agreement has been 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**e·r~o** 

### 1\fAQ LEGAL DEPT.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

. (b) 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 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,**contrc~vention** 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. (c) The execution, delivery and performanc e 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, 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

. (d) Each of the foregoing representations and warranties shall survive the execution and delivery ofthis Agreement.
15. Term and Termination


### 15

. 1 This Agreement shall become effective on the date first written above ("Agreement Date") and shall remain in effect for a period of five 

### (5) years or until terminated pursuant to Section 

### 15.2 (Termination Events), Section 

### 20 (Force Majeure) or Section 

### 26 (Severability) (the "Initial Term"). At or prior to the expiration of the Initial Term the Parties may mutually agree to extend the term ofthis Agreement for an additional term of five (S) years (the "Renewal Term"), which shall be subject to the termination rights as provided in the previous sentence. The Initial Term and the Renewal Term 

### (if any) may collectively be referred to herein as the "Term". Implementation ofthis Agreement shall be on the Implementation Date, subject to the Parties' execution of the Mutual Emergency Assistance Agreement

. 

### 15.2 In addition to any other termination rights provided herein, this Agreement may be terminated as follows: (a) at any time by mutual written consent ofthe Parties hereto; (b) at any time after the second (2"d) Anniversary of the Agreement Date by either Party upon providing at least six (6) month's 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 Section 6 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



# - ,

cruv-..o 

### MAQ UGAL DEPT.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 15.2(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 P arty 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; (d) by the non-breaching Party upon the breach of a payment obligation under Section 6 ofthis 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 particu larity as practical, the alleged breach, and the breaching Party does not, within seven (7) days following receipt of such notice, correct such breach; (e) at any time by either Party upon written notice ifthe 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 Section 20); or (f) by either Party upon no less than ninety (90) days' and not more than four (4) full lATA traffic seasons' prior written notice in the event the other Party undergoes a Change of Control or becomes involved in a transaction which if consummated will result in a Change of Control; provided that the right to give notice to terminate with respect to such Change of Control shall begin upon the earlier of (i) public announcement of a binding agreement of the subject Party which if consummated will result in a Change of Control, (ii) public announcement of the recommendation of a transaction by the subject Party which if consummated will result in a Change of Control, or (iii) the occurrence of a Change of Control, and expire on the ninetieth (90th) day following consummation of such Change of Control. Each Party undertakes to promptly notify the other in writing of an occurrence of any ofthe events specified in this Section 15.2(f). For purposes of this Section 15

.2(f), a "Change of Control" with respect to a Party occurs if such Party or such Party's direct or indirect parent: (1) merges or consolidates with or i nto any other Person or entity; except when such merger or consolidation is with an Affiliate of such Party, or where

eru-o 

### MAQ LEGAL DEPTimmediately after such merger or consolidation, the shareholders of the Party immediately prior to the merger or consolidation continue to own more than seventy percent (70%) of the voting equity of the surviving entity or direct or indirect parent of the surviving entity and, if the Party is not the surviving entity, the surviving entity assumes in writing all of the obligations and responsibilities of the Party under this Agreement; (2) sells or otherwise transfers all or substantially all of its assets to any other Person or entity except to an Affiliate of such Party; (3) if a third party {or third parties acting as a group), except for an Affiliate of a Party, acquires thirty percent {30%) or more ofthe Party's or the Party's direct or indirect parent's voting equity in one or more transactions; or (4) if a third party airline {not being an Affiliate of a Party) or the parent of a third party airline, acquires Control directly or indirectly of a Party, including without limitation by acquiring Control of the direct or indirect parent of a Party. (g) Throughout the term of this Agreement, 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) the other Party has suffered a significant emergency or serious incident or accident or received a serious security threat that relates to any of that Party's flights or to a Codeshared Flight or Codeshared Route, provided that the foregoing actually and significantly impacts the operations ofthat Party; or (ii) the other Party has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements in a manner that actually threatens its continued operation under its Air Carrier Operating Certificate {"AOC") issued by the relevant Competent Authority; or {iii) any Competent Authority, including but not limited to the US Department of Transportation and/or the Federal Aviation Administration and the UAE GCAA has ordered in writing or orally that the Marketing Carrier's Code be removed f rom Codeshared Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; or {iv) any Competent Authority, including but not limited to the US Department of Transportation and/or the Federal Aviation Administration and the UAE GCAA, 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).
If a Party suspends this Agreement pursuant to this Section, as soon as the reason for the suspension no longer exists, it shall notify the other Party. This Agreement will recommence, at the option of the suspending Party, within thirty (30) days after the date of such notice under the same terms and conditions, or under amended terms and conditions in accordance with as may be agreed to by the Parties.



### MAQI LEGAl OEPr15

. 3 In the event of suspension or termination of this Agreement, the Marketing Carrier shall, in its sole discretion, unless termination is pursuant to Section 15.2(f) , 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, subject to [Section 16.5], 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 methodo logy provided for in Section 6 of this Agreement.

15.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to Section 15.2(d) or 15.2(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 sole ly responsible for transferring the reservations of such passengers to other carriers or making other alternative arrangements.


### 16. Indemnification
16.1 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 a, or collectively the, "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 be occurring in connection with) any of the following: (a) the death of or injury to or delay of persons, or de lay 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 trave ling on Marketing Carrier Tickets); (b) the death of or injury to, or loss or damage to property of, third parties not carried on board t he aircraft operated by the Operating Carrier but occurring i n connection with such operations; (c) negligent acts or omissions of the Operating Carrier related to its obligations under this Agreement, other than Damages to the extent addressed in Section 16.1(a) or (b) or Section 16.2(a) or (b); {d) the Operating Carrier's breach of any of its representations or warranties set forth in Section 14 ofthis Agreement; or (e) infringement of a third

- party's intellectual property or simi lar rights by the Operating Carrier's logos, trademarks, se rvi ce 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 gross negligence orwillful misconduct.

(;" :H.-...t, 

# I MA( lEGAL DE16.2 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 di rectors, 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 be occurring in connection with) any ofthe 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 t ransported by, the Operating Carrier, but only to the extent caused by the gross negligence or willful misconduct ofthe 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 connect ion with such operations, but only to the extent caused by the gross negligence or willful misconduct of the Marketing Carrier; (c) negligent acts or om issions of the Marketing Carrier that are related to its obligations under this Agreement, other than Damages to the extent addressed in Section 16.1(a) or (b) or Section 16.2(a) or (b); (d) passenger claims based on the Marketing Carrier's failu re to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard lATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the limits of liabil ity provided for in its own Conditions of Carriage); provided, however, that the Marketing Carrier shall only be liable under this Section 16.2(d) for that portion of any Damages that is in excess ofthe Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under Section 16.1(a) if the Marketing Carrier had properly complied with all lATA ticketing procedures; (e) the Marketing Carrier's breach of its representations or warranties set forth in Section 14 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 ortrade names.
16.3 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, ifthe Indemnified Party fails to give such consent



# -·**C:liH~** 

### MAQ LEGAL DEPto a settlement that has been agreed upon by the Indemnifying Party and the claimant i n 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 fai ls to take any action aga i nst the th i rd party claim that is the subject of an Indemnification Notice w ithin thirty (30) days of receivi ng such Indemnification Notice, or otherwise contests its ob l igation to i ndemnify the Indemnified Party in connection therewith , the Indemnified Party may, upon provid i ng 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 th is Section 16

. 3, the Indemn ified Party shall not enter into any settlement or other comprom ise or consent to 

## a judgment with respect to a third-party claim to wh ich the Indemn ifyi ng Party has an indemn ity obligation w ithout the prior written consent ofthe Indemnifying Party

. 16

.4 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Appendix 1), or Assessments (subject to the terms of Section-18

.6) , as the case may be, levied upon or advanced by the I ndemnified Party, but that ultimately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contemplated by this Agreement.

16.5 The rights and obligations of the Parties under th is Section 16 shall survive the Term i nation Date ofth is Agreement

. 16

.6 The Operating Carrier and the Marketing Carrier agree that the Operating Carrier' s Insurers shall handle, resolve , settle or defend any and all claims with respect to damages for bodily injury or death, incurred by a passenger(s) holding tickets providing for transportation by the Marketing carrier under its designator code in accordance with the Operating Carrier's conditions of carriage

. The Operating Carrier and the Marketing carrier ag ree to consult and cooperate in the handling, resolution, settlement or defense of such claims, but the final claims handling authority rests with the Operating Carrier and its Insurers. The forego i ng shall not however override any claims settlement authority granted to the Operating Carrier unde r the terms of the Operating Carrier's insurance.


### 17. Insurance

17.1 The Operating Carrier shall procure and mainta i n for the benefit of the Marketing Carrier du ring the term of this Agreement with insurance carriers of known financial responsibility, insurance ofthe type and in the amounts listed below: (a) Third Party legal Liability in respect of all operations, including but not limited to aircraft (owned and non-owned) l iability (including risks ofwar, hijacking and alli ed perils), passenger and crew baggage and personal effects, funeral and repatriation expenses, all reasonable expenses arising out ofthe Federal Family Ass istance Act of 1996 and/or sim il ar regulations app lying elsewhere in the world, cargo, mail , hangarkeepers, comprehensive general liabi lity, or its equivalent including prem ises, products, and completed operations. This



### 1\'tAQ LEGAL DEPT

.(b)

(c) insurance must be primary without right of contribution from any insurance carried by the Marketing Carrier to the extent ofthe indemnity specified in Section 16.1 , 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 the indemnity specified in Section 16.1, 

### (ii) contain a severability of interest clause and a breach ofwarranty 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, (v) contain a clause specifying that the Marketing Carrier shall have no responsibility for premium payment and insurers shall waive any rights of set

-off
or counterclaim against the Marketing Carrier, (vi) provide that, except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, the coverage provided may only be canceled or materially altered in a manner adverse to the Additional Insureds by the giving of not less than thirty (30) daysJ notice in writing except that with respect to war and allied perils coverage, such period of notice shall be seven (7) days or such lesser period as may be customarily available
The Operat

- ·n Carrier shall maintain a combined single limit of liability of not less than 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

- per occurrence and in the annual aggregate except with respect to passengers (including Codeshared Passengers and other revenue and nonrevenue passengers), and (ii) war and allied perils may be subject to an annual aggregate limit

. 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 16.1.
Not less than ten (10) days prior to the Operating Carrier first performing the Services hereunder, and prior to the expiration or other termination of any such insurance, the Operating Carrier shall furnish to the Marketing Carrier certificates evidencing that they meetthe insurance required hereby. All insurance required to be carried hereunder shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the applicable jurisdictions and having either (a) a general**policyho~der** rating from Best's Insurance Guide, or an equivalent organization, of not less than "A-" , or (b) an international reputation in the aviation marketplace, 18. Taxes
18.1 Subject to Section 18

.4, each Party shall be responsi ble 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 sa le of air transportation pursuant to this Agreement.
18,2 The Party that acts as the Ticketing Carrier in respect of any particu lar 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 inte rlineable Ticket Taxes levied in connection with the sa les of the Codeshared Flights. If the Ticketing Carrier is the Marketing Carrier or a third

-party, the Operating Carrier shall report and issue a debit invoice to the Ticketing Carrier through the lATA Clearing House for any interl ineable Ticket Taxes in connection with the sales of the Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such interl ineable Ticket Taxes. (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 lATA Revenue Accounting Manual (lATA-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.

18

.3 Notwithstanding the provisions of Section 18

.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, (i) no later than the Effective Date with respect to any such laws existing as of such date and (ii) within thirty (30) days of the enactment of any such laws after the Effective Date, which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can be implemented t o collect such Ticket Taxe s from the passenger

. 18.4 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



# -· e'l"lkA..[') 

### MAQ · LEGI\L OEPJ .jof 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 withhold i ng, provided however, that the Payor shall i nform 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 tothe Payor by such taxation authority; and (b) within fifteen 

### (15) days of payment by the Payor to the relevant taxation authority ofthe amounts withheld by Payor.


### 18.5 In the event the Payor is required to withhold taxes under the procedures of Section 

### 18.4, the Payor shall provide to the Payee with i n 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.



### 18.6 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") re lating to this Agreement, that the other Party may be responsib le for payin& 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 u ltimately responsible, it shall be entitled to be indemnified against such Assessment in accordance with Section 

### 16.5. The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in Section 

### 16.

19. Review Procedures and Amendment ofthe Agreement


### 19.1 Each Party will cooperate with the other Party to institute regular monitoring processes to ensure that this Agreement is being implemented efficiently and in accordance with its terms

. Review meetings, which may be conducted via TeleConference, will be held on a six (6) month basis unless otherwise agreed by the parties.


### 19.2 In addition to the review meetings referred to in Section 

### 19.1, a Party may on reasonable notice call for a review of the conduct or the terms of this Agreement at any time and the other Party will cooperate in such review ("Committee").



### 19

. 3 If: (a) either Party considers that the Agreement requires amendment in order to remain in line w ith general market conditions prevailing on routes served by the Codeshare Services; and (b) that Party gives notice to the other Party specifying a requested amendment to Appendix 1 and a reasonable description ofthe basis for that request, then each Party shall negotiate In good faith with the other Party in respect of that requested amendment.



### MAQI LEGAL DEI'f19.4 In the event that there occurs a substant ial change in market conditions in general o r in the condition of either Party, which change is not substantially the result of an act or omission of the Party requesting a change or amendment to this Agreement, and which change has a material adverse effect on either Party to this Agreement, then JetBiue or Etihad may propose a review of or amendment to this Agreement to limit or expand any of the terms, to extend the relationship to additional activities or city pair desti nations or otherwise to modify in any way the transactions or relationships contemplated in this Agreement. However, neither JetBiue nor Etihad will have any obligation, for any reason, to effect such an amendment.

20. Force Majeure
20

. 1 Except w ith respect to the performance of payment, confidential ity, and indemnity obligations, which shall be unconditional under this Agreement, neither Party shalt be liable for delays i n or failure to perform under this Agreement to the extent that such de lay or failure {an "Excusable Delay") {a) is caused by any act of God , war, act of terrorism, natura l disaster, strike or, lockout or, labor dispute or, work stoppage, fire, serious accident, epidemic or quarantine restriction , act of government or any other cause, whether simi lar or dissimilar, beyond the control of that Party; and {b) is not the result of that Party's lack of reasonable diligence. If an Excusable Delay continues fo r th i rty (30) days or longer, the non-delayed Party shall have the right, at its option, to terminate th is Agreement by giving th e delayed Party a t least thirty {30) days' prior written notice.

21

. Governing Law and Dispute Resolution

21

. 1 This Agreement shall i n all respects be governed by and construed in accordance w ith the laws of the State of New York, United States of America, without regard t o its conflict of laws principles, including all matters of construction, validity an d performance.

21.2 Prior to referring a Dispute to arbitration as provided in Section 21.4, the Parties shall proceed as follows: (a) Except as otherwise expressly provided in Sec tion 21.3, any controversy, dispute, difference, disagreement or claim between the Parties arising under or re lating to th is Agreement, including any question concerning the validity, termination, interpretation, performance, operation, enforcement or breach of this Agreement (each, a "Dispute" ), must first be referred by a Party to t he Comm ittee for resolution

. If the Committee is unable to resolve the Dispute within twenty (20) days after the Dispute is referred to it, unless extended by mutual consent of the Parties, the Dispute must then be referred by each Party to its respective Vice President

- Alliances {or similar position on the officer level in cha rge of Alliances) for resolution within twenty (20) days after the date of the first such referral by either Party, unless extended by mutual consent of the Parties.

# :-:~:1 MA LEGAL D

...(b) Except as otherwise expressly provided in Section 21.3, a Dispute not resolved by the Committee must then 

### be referred by each Party to its respective Vice President- Alliances. (c) It will be sufficient for the purposes of referra ls under this Section 21.2 that a Party send notice of the Dispute to one of its own members of the Committee, or its own Vice President

- Alliances, as the case may be, in each case, with a copy to the other Party in the manner specified in Section 31 for the giving of notice

. 21

. 3 Any Dispute not resolved after referral to the Comm ittee and Vice Presidents- Alliances of the Parties as required in Section 21.2, shall then be refe rred to arbitration as provided in Section 21.4. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of such arbitration and expressly and irrevocably waives its right to bring suit against the other Party in respect of a Dispute in any court of law except for the l i mited purposes of enforcing an arbitral award obtained i n respect of a Dispute, or for obtaining any injunctive, temporary or preventative order or similar order available to it under the laws of any jurisdiction for a breach or threatened breach by the other Party of this Agreement. Each Party, to the fu ll est extent it may effectively do so under Applicable Law, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to arb itration

. 21.4 In the event that any Dispute is not resolved pursuant to Section 21.2, then such Dispute shall be referred to and finally resolved pursuant to binding and confidential arbitration under the then-existing Commercial Arbitration rules of the American Arbitration Association (the "Rules"), except as they may be modified herein or by mutual agreement ofthe Parties. The arbitration, including the rendering of the award, will be conducted by three (3) arbitrators, each of whom will have experience with aviation industry matters and be fluent in the English language; provided, however, that the arbitration may be conducted by only one arbitrator if both Parties so agree In advance of the arbitration and are able to agree upon a single, mutually acceptable individual. If the arbitration is to be conducted by three (3) arbitrators, each Party will select one arbitrator and the third arbitrator will be appointed in accordance with the Rules. The arbitration proceedings will take place in New York, NY, United States of America. The language to be used in the arbitral proceedings shall be English In the event that any Dispute is subm itted to arbitration , all then current Disputes that have not been resolved in accordance with Section 

### 21.2 (including counterclaims between the Parties) will be consolidated in a single arbitral proceeding. The Parties will conduct the arbitration as quickly as is reasonably practicable and will use their respective commercia lly reasonable efforts to ensure that duration of the arbitral proceeding will not exceed ninety (90) days commencing from the date the last arbitrator accepts his or her appointment (or, if the arbitral award is not issued within such ninety (90) days, within a si ngle renewal period of another ninety (90) days). Any decision or award of the arbitrators will be based solely on the terms of this Agreement, and the substantive governing law applicable to such agreement(s)

. The decision of the arbitrators will be in writing stating the reasons therefor, will be final and conclusive, and will be binding on the Parties

. Judgment upon the award rendered in the arbitration may be entered and enforced by any court of competent jurisdiction. Each Party hereby expressly agrees

# -~~~~:1 MAQ lEGAl 0£ Tthat the arbitrators will have the authority to award specific performance or an injunction to the preva i ling Party, or to make an award of damages, subject to the limits, waivers and disclaimers set forth in this Agreement, or under applicable law

. The prevailing Party shall be awarded costs, reasonable expert witness fees, and reasonable attorneys' fees incurred in connection with such arbitral proceedings.
21.5 Without prejudice to the provisions of Section 21.2 and 21.6(b), each Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the applicable State or Federal Court of the State of New York and any appellate courts therefrom (the "Courts"), for purposes of enforcing any arbitral award, or for obtaining any injunctive , temporary or preventative order or similar order available to it under the laws of any jurisdiction for a breach or threatened breach by the other Party of this Agreement which threatens irreparable damage

. Nothing in this Section 21.5 shall affect any right that any Party may otherwise have to bring any provisional, interim or conservatory action or proceeding relating to provisional, interim or conservatory measures in the courts of any jurisdiction. Each Party irrevocably consents to service of process by any means described in Section 21.7.
21.6 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: (a) any claim that it is not subject to the jurisdiction ofthe Courts and any objection that it may have as to venue or inconvenient forum in respect of claims or actions brought in such Court; and (b) any right of application or appeal to any court (in New York or in any other ju risdiction) in connection with any question of law arising in the course of arbitration proceedings or out of any decision or award by the arbitrator, except as permitted by New York law

. 21.7 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for service of process any of its officers to receive and acknowledge on behalf of such Party any process, notices, or other documents that may be served in any 

### suit, action, or proceeding ofthe nature referred to in this Section 21 in any court sitting in the State of New York, United States ofAmerica.

22. Covenant to Comply with all Laws

22.1 In performing its obligations under this Agreement, each Party sha lt 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 of America, United Arab Emirates, and all third countries.

22.2 If either Party has notice that a provision ofthis Agreement is contrary to any Applicable Laws or governmental regulation s, that Party sha11 immediately notify the other Party in writing, such notice to include a description of the perceived violation and supporting written materials that facilitate the other Party's investigation of such perceived violation.

# c~o~ MAQ LEGAL DEPT23. Publicity
23.1 Except as required by Applicable Law, neither Party may issue any written press release concerning this Agreement without the prior written con sent of the other Party, which consent shall not be unreasonably withheld or delayed.



### 24. Confidentiality
24.1 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 professiona l advisors (collectively, the**~~Representatives"),** at all times , maintain strict confidence and secrecy in respect of all Confidential Information of the other Party (includ i ng its Affiliates) received directly or indirectly as a result of this Agreement. If a Party (the "Disclosing Party") is requested to disclose any Confidentia l Information of the other Party (the 11Affected Party") under the terms of a subpoena o r order issued by a court or governmental body, it shall (a) notify the Affe-cted Party immed iately of the existence, terms, and circumstances surrounding such request, (b) consult w ith 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 requ i red 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 compe ll ed 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 ofthe confidential nature of the Confidential Information and instruct such Representatives to treat such Confidential Information i n a manner consistent with this Section 24 .1.

24.2 Within ninety (90) days after the termination ofthis Agreement, each Party shall either deliver to the other Party or destroy all copies of the other Party's Confidential Information in its possession or the possession of any of its Representatives (including, without l i mitation, 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.

24.3 Each Party acknowledges and agrees that in the event of any breach of this Section 24, the Affected Party shall be irreparably and immed iate ly harmed and could not be made whole by monetary Damages. Accordingly, it is agreed that, i n addition to any other remedy at law or in equ ity, 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 Section 24 and/or to compel specific performance ofthis Section 24.



### MAQI LEGAL DEPJ24.4 The confidentiality obligations of the Parties under this Section 24 shall survive the Termination Date ofthis Agreement for a period of five (5) years.
25. Assignment
25.1 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 JetBiue Airways and Etihad 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 JetBiue Airways and Etihad of any of its obligations under this Agreement.


### 26

. Severability
26.1 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.

27. Non-Exclusivity

27.1 This Agreement is non-exclusive and does not preclude either Party from entering into or maintain ing marketing relationships, including Codesha res with other airlines.

27.2 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.
28. Further Assurances

28.1 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 ofthis Agreement.

### 29. Miscellaneous
29.1 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 (includ ing the Existing Agreement). This Agreement may not be amended or modified except in writing signed by a duly authorized Representative of each Party.
29.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to have, and neither of them shall represent to any other Person that it has, any power, right or authority to bind the other, or to assume, or create, any obl igation or responsibility, express or implied, on behalf of the other, 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 re lationship, 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 ofthe Marketing Carrier who are on board any such Codeshared Flight).

29.3 All rights, remedies and obligations ofthe Parties hereto shall accrue and apply solely to the Parties hereto and the i r permitted successors and assigns; there is no intent to benefit any th i rd-parties, including the cred itors of either Party.

29

.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

. 29.5 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 or 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 ofthe terms or provisions ofthis 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 cont inue 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.

29.6 This Agreement is the product of negotiations between JetBiue Airways and Etihad, 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

. 29.7 Although translations of this Agreement may be made into any other language for the convenience of the Parties, the English language version will govern for all purposes of the interpretation and performance ofth is Agreement.29.8 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 O F DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LI MI T A PARTY' S OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANC E WI TH SECTION 16 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUI T OR CAUSE OF ACTION BY A THIRD PARTY

. 30. Notices
30.1 Unless otherwise expressly required in this Agreement or the Annexes , all notices, reports, invoices and other communications required or permitted to be given to or made upon a Party to this Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly given and received: (a) when delivered , if delivered in person (and a signed acknowledgment of receipt is obtained); or (b) three (3) Business Days after dispatch , if dispatched by a recognized express delivery service that provides signed acknowledgments of receipt.
30.2 For the purposes of notice, the Designated Parties and their respective addresses shall be as set forth Annex 7; provided, however, that either Party shall have the right to change Its Designated Party and their 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

.

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.

By

On JETBLUEAIRWAVS CORPORATION

Vice President Network Pl anning and Partnerships

On ETIHAD AIRWAYS PJSC



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\Attachments: Appendix A

Annex 1 Annex 2 Annex 3 Annex 4 Annex S Annex 6 Annex 7 Annex 8 Definitions
Codeshared Routes Inventory Control Procedures Reservations Procedures Schedul ing Procedures Revenue Accounting Procedures Airports Procedures Designated Parties 

### & Notification Addresses Emergency 

## I Crisis Management Procedures

### B6

-EY Application Exhibit 2 Page 1 of 3 Exhibit 2 Initial Codeshare Flights

USA Routes
Codeshared Routes Airport Code Marketing Carrier Operating Carrier
Between New York/Kennedy JFK
Phoenix PHX Etihad JetBlue
Burbank BUR Etihad JetBlue Long Beach LGB Etihad JetBlue Los Angeles LAX Etihad JetBlue
Oakland OAK Etihad JetBlue
Sacramento SMF Etihad JetBlue San Diego SAN Etihad JetBlue
San Francisco SFO Etihad JetBlue
San Jose SJC Etihad JetBlue

Denver DEN Etihad JetBlue Washington

-Dulles IAD Etihad JetBlue
Fort Lauderdale FLL Etihad JetBlue Fort Myers RSW Etihad JetBlue
Jacksonville JAX Etihad JetBlue
Orlando MCO Etihad JetBlue Sarasota/Bradenton SRQ Etihad JetBlue Tampa TPA Etihad JetBlue
West Palm Beach PBI Etihad JetBlue
Savannah SAV Etihad JetBlue Chicago

-O'Hare ORD Etihad JetBlue

### B6

-EY Application Exhibit 2 Page 2 of 3 New Orleans MSY Etihad JetBlue
Portland PWM Etihad JetBlue

Boston BOS Etihad JetBlue Las Vegas LAS Etihad JetBlue Albuquerque ABQ Etihad JetBlue
Buffalo BUF Etihad JetBlue
Rochester ROC Etihad JetBlue Syracuse SYR Etihad JetBlue
Charlotte

-Douglas CLT Etihad JetBlue
Portland PDX Etihad JetBlue Aguadilla BQN Etihad JetBlue

Ponce PSE Etihad JetBlue
San Juan SJU Etihad JetBlue
Charleston CHS Etihad JetBlue
Austin AUS Etihad JetBlue

Houston

-Hobby HOU Etihad JetBlue Salt Lake City SLC Etihad JetBlue Burlington BTV Etihad JetBlue Seattle/Tacoma SEA Etihad JetBlue

Between Chicago ORD
Boston BOS Etihad JetBlue

Between Washington D.C IAD
Boston BOS Etihad JetBlue

### B6

-EY Application Exhibit 2 Page 3 of 3 New York

-JFK JFK Etihad JetBlue

Between Los Angeles LAX Effective Jun’14

Boston BOS Etihad JetBlue
Fort Lauderdale FLL Etihad JetBlue
New York

-JFK JFK Etihad JetBlue

Non USA Routes (Effective S14 and Subject to US and foreign government approval) Codeshared Routes Airport Code Marketing Carrier Operating Carrier

Between USA New York/Kennedy and JFK Dominican Republic Punta Cana PUJ Etihad JetBlue Santiago STI Etihad JetBlue Santo Domingo SDQ Etihad JetBlue
Jamaica Montego Bay MBJ Etihad JetBlue
Colombia Bogota BOG Etihad JetBlue