BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

South African Airways SOC Limited 

For a Statement of Authorization 

Pursuant to 14 C.F.R. § 212 (U.S.-South 

Africa Code-sharing) 

 Docket DOT-OST-2013- 

Application of 

JetBlue Airways Corporation 

For an Exemption Pursuant to 

49 U.S.C. § 40109 

 Docket DOT-OST-2013- 

APPLICATION OF SOUTH AFRICAN AIRWAYS SOC LIMITED FOR A 

STATEMENT OF AUTHORIZATION AND 

APPLICATION OF JETBLUE AIRWAYS CORPORATION FOR AN EXEMPTION 
Communications with respect to this document should be addressed to:

Anita M. Mosner 

Jennifer M. Nowak 

Holland & Knight LLP 

800 17th Street N.W., Suite 1100 

Washington, DC 20006 

Phone: (202) 955-3000 

anita.mosner@hklaw.com 

Counsel for 

South African Airways SOC Limited 

James G. Hnat 

Executive Vice President Corporate 

Affairs, 

General Counsel & Corporate Secretary 

Robert C. Land 

Sr. Vice President Government Affairs & 

Associate General Counsel 

JetBlue Airways Corporation 

27-01 Queens Plaza North 

Long Island City, NY 11101 

(718) 709-3089 

Jonathan B. Hill 

J. Parker Erkmann 

Dow Lohnes PLLC 

1200 New Hampshire Avenue, N.W. 

Suite 800 

Washington, DC 20036 

(202) 776-2000 

jhill@dowlohnes.com 

Counsel for 

JetBlue Airways Corporation 

Dated: July 29, 2013 

NOTICE: The parties will be polling on this application and will provide the results of that 

polling to the Department as soon as it is completed. 
1 

BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

South African Airways SOC Limited 

For a Statement of Authorization 

Pursuant to 14 C.F.R. § 212 (U.S.-South 

Africa Codesharing) 

 Docket DOT-OST-2013- 

Application of 

JetBlue Airways Corporation 

For an Exemption Pursuant to 

49 U.S.C. § 40109 

 Docket DOT-OST-2013- 

APPLICATION OF SOUTH AFRICAN AIRWAYS SOC LIMITED FOR A 

STATEMENT OF AUTHORIZATION AND 

APPLICATION OF JETBLUE AIRWAYS CORPORATION FOR AN EXEMPTION 

 JetBlue Airways Corporation (“JetBlue”) and South African Airways SOC Limited 

(“SAA”) entered into a Code Sharing Agreement (“Code Sharing Agreement”), dated July 16, 

2013, contemplating that JetBlue will place its B6* designator code on certain SAA passenger 

flights between the United States and South Africa. The Department has previously approved 

JetBlue’s application to display SAA’s SA* designator code on certain JetBlue flights.1

 By 

entering the Code Sharing Agreement, SAA and JetBlue intend to expand that existing 

relationship. As a result, SAA hereby applies for the issuance of a statement of authorization to 

engage in codesharing services between the U.S. and South Africa via intermediate points, 

consistent with the terms of the 1996 U.S.-South Africa Air Transport Agreement (“U.S.-S.A. 

 

1

 See Department Action on Application in Docket DOT-OST-2011-0017, as amended (Apr. 26, 

2012). 
2 

Agreement”), as described more fully below. Additionally, pursuant to 49 U.S.C. § 40109, 

JetBlue requests an exemption from 49 U.S.C. § 41101 to facilitate the proposed codeshare 

services. 

SAA and JetBlue respectfully request that the Department award the requested authority 

promptly to facilitate marketing and advance sales of these new codeshare services. In that 

regard, SAA requests a waiver of the Department’s 45-day advance notice requirement in 14 

C.F.R. § 212.10(d)(2) in order to effectuate this arrangement. 

 In support of this Application, SAA and JetBlue state the following: 

1. Pursuant to the Code Sharing Agreement, JetBlue and SAA plan to codeshare 

between certain points in the U.S. and points in South Africa via intermediate points.2

 A list of 

the initial codeshare routes is attached as Appendix A to the Code Sharing Agreement. JetBlue 

currently holds a blanket Statement of Authorization permitting JetBlue to display the SA* 

designator code of SAA on flights operated by JetBlue between any points in the United States 

and flights between SAA’s authorized U.S. gateways and points beyond the United States served 

by JetBlue.3 SAA holds an exemption permitting it, among other things, to operate between 

SAA’s U.S. gateways and South Africa via intermediate points with local traffic rights as 

permissible under the U.S.-S.A. Agreement.4

 

 

2

 A copy of the Code Sharing Agreement is being submitted as Exhibit 1 to this Application 

with certain commercially sensitive and personal contact information redacted. Appendices B-D 

have been omitted because they are technical in nature. 

3

 See Department Action on Application in Docket DOT-OST-2011-0017, as amended (Apr. 26, 

2012). 

4

 See Department Action on Application in Dockets DOT-OST-1999-6555, DOT-OST-2000-

6756 and DOT-OST-2002-13366 (Dec. 4, 2012). 
3 

2. SAA requests that the Department issue a statement of authorization pursuant to 

14 C.F.R. Part 212 to permit SAA to display JetBlue’s B6* designator code on flights operated 

by SAA: (a) from SAA’s U.S. gateways to Johannesburg and beyond to points in South Africa, 

and (b) from SAA’s U.S. gateways to Dakar, Senegal as an intermediate point on SAA’s 

authorized U.S.-South Africa services. 

3. To permit JetBlue to engage in these codesharing services, JetBlue requests 

exemption authority to hold out codeshare-only service: (a) between any point or points in the 

United States and Johannesburg, Cape Town, Durban, East London and Port Elizabeth, South 

Africa; and (b) between any point or points in the United States via the intermediate point Dakar, 

Senegal5

 and Johannesburg, Cape Town, Durban, East London and Port Elizabeth, South Africa. 

4. The Department has already determined that JetBlue is well-qualified to operate 

and offer services comparable to those for which authority is requested by this application. 

JetBlue already holds certificate authority authorizing it to engage in scheduled combination 

interstate air transportation between any points in the United States (see Order 2000-2-7 (Feb. 4, 

2000)) and scheduled combination foreign air transportation between the United States and any 

country with which the United States has an “open-skies” air transport agreement. See Order 

2007-7-3 (Jul. 10, 2007). JetBlue also holds certificate authority to serve Cancun, Mexico from 

New York/Newark, Boston, Ft. Lauderdale, Tampa, Orlando, and Washington. See Order 2009-

9-4 (Sep. 9, 2009).

 

5

 JetBlue also will provide codeshare-only service between the United States and Senegal. 

Because Senegal is an Open Skies country, JetBlue already holds economic authority to provide 

service on this route due to the Blanket Open Skies authority granted to JetBlue by the 

Department in Order 2007-7-3 (Jul. 10, 2007). 
4 

5. The Department has determined on numerous occasions that SAA is fit to perform 

foreign air transportation between South Africa and the United States.6

 SAA currently holds 

exemption authority to engage in foreign air transportation of persons, property and mail 

between: 

 a. Johannesburg and New York, New York via Ilha do Cal, Cape Verde; 

 b. Johannesburg/Cape Town and Miami, Florida; 

 c. Johannesburg and Los Angeles, California (and on this Los Angeles route, 

to commingle blind sector traffic not moving in foreign air transportation between Johannesburg 

and Rio de Janeiro, Brazil); 

 d. Johannesburg/Cape Town and Atlanta, GA via Ilha do Sal, Cape Verde; 

 e. Johannesburg/Cape Town and Washington, DC via Ilha do Sal, Cape 

Verde;7

 f. SAA’s U.S. gateways and Dakar, Senegal, as an intermediate point on 

SAA’s authorized U.S.-South Africa services;8 and 

 g. SAA's U.S. gateways and South Africa via intermediate points with local 

traffic rights as permissible under the U.S.-South Africa Agreement and via other intermediate 

points without local traffic rights.9

 

6

 See, e.g., Notice of Action Taken, Dockets DOT-OST-1999-6555 and DOT-OST-2000-6756 

(Apr. 26, 2012). 

7

 Notice of Action Taken, Dockets DOT-OST-1999-6555 and DOT-OST-2000-6756 (Feb. 18, 

2011).

8

 Notice of Action Taken, Docket DOT-OST-2002-13366 (Feb. 18, 2011).

9

 Notice of Action Taken, Dockets DOT-OST-1999-6555 and DOT-OST-2000-6756 (Dec. 4, 

2012). 
5 

The Department also has authorized SAA to (i) serve Los Angeles, New York, Miami, 

Philadelphia, Washington, D.C. and Chicago on a co-terminal basis; (ii) serve 25 named U.S. 

points beyond its U.S. gateways on a code-share basis in conjunction with a U.S. partner; (iii) 

provide codesharing service beyond the U.S. to third countries on a blind-sector basis; and (iv) 

conduct foreign charter air transportation in accordance with Part 212 of the Department’s 

regulations.10 

6. Grant of the authority requested herein is consistent with U.S.-S.A. Agreement 

and therefore in the public interest. Pursuant to the U.S.-S.A. Agreement, “any designated 

airline of one Party may enter into cooperative marketing arrangements such as block-space, 

code-sharing or leasing arrangements with... an airline or airlines of either Party.” U.S.-S.A. 

Bilateral, Annex I, § 6. The agreement also authorizes U.S. carriers to operate passenger and 

cargo combination services “[f]rom a point or points in United States via intermediate points to 

Cape Town, Johannesburg and Durban, and (a) beyond to five code-share-only points within 

South Africa with an airline or airlines of South Africa without local traffic rights; and (b) to 

points beyond the South Africa on a blind-sector basis.” U.S.-S.A. Agreement, Annex I, § 

1(A)(A)(1). The proposed code-share service from the United States to South Africa and beyond 

via Senegal also is consistent with the “open-skies” Air Transport Agreement between the 

United States and the Republic of Senegal. See Article 8, § 7 and Annex I, § 1(a)(1). These 

services will represent a valuable service enhancement for passengers traveling between the 

United States and South Africa. 

 

10 Notice of Action Taken, Dockets DOT-OST-1999-6555 and DOT-OST-2000-6756 (Apr. 26, 

2012); Notice of Action Taken, Dockets DOT-OST-1999-6555, DOT-OST-2000-6756, DOTOST-2005-22618, DOT-OST-2006-26485 and DOT-OST-2007-26817 (Jan. 30, 2007). 
6 

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 SAA and JetBlue to offer the flying public an enhanced network 

and more services. In addition, the Department’s aviation policy statement confirms that 

codeshare arrangements are in the public interest: 

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 and SAA will conduct their code-sharing activities in compliance with 

Part 257 of the Department’s economic regulations and any other applicable rules and 

regulations. JetBlue and SAA accept the Department’s standard conditions on code-sharing 

services. JetBlue and SAA agree to notify the Department no later than 30 days before 

commencing any codeshare services to non-open skies points and to inform the Department of 

the codeshare market(s) to be served and the date on which the services will begin. 

 9. JetBlue has conducted its review of the IATA Operational Safety Audit report of 

SAA and submitted the Compliance Statement to the FAA. The FAA has reviewed the audit 

report on SAA submitted by JetBlue. On May 31, 2013, the FAA concluded that the audit report 

was acceptable and decided not to interpose a safety-related objection. 

 10. SAA and JetBlue request that the Department approve this application in its 

entirety after the parties poll the individuals on the service list and no objections are noted. 

 11. This application will have no effect on JetBlue’s Civil Reserve Air Fleet 

Exhibit 1

Code Sharing Agreement 
Code Sharing Agreement 

relating to 

a free-sale, bi-lateral code-share (passenger only) between 

JetBiue Airways (86) 

and 

South African Airways (SOC) Limited (SAA or SA) 

July 1 6, 2013 
Contents 

1. Definitions .......... ........................................................................................................................... 1 

2. Code-sharing ................................................................................................................................ 4 

3. Payments for Code-shared Flights ............................................................................................. & 

4. Tickets ........................................................................................................................................... 6 

5. Flight interruption manifests ....................................................................................................... 7 

6. In-flight service ............................ ................... ................................... ..... ..... ................................. 7 

7. Free and reduced rate transportation ........................................................................................ 7 

8. Advertising, sales, communications, name and logo use ....................................................... 7 

9. Traffic handling ............................................................................................................................ 8 

10. CRS and GDS charges and commission .................................................................................. 8 

11. Publication of schedules ............................................................................................................. 8 

12. Conditions of carriage, claims procedure. immigration .......................................................... 8 

13. Regular and Irregularity handling and oversales ..................................................................... 9 

1 4. Ap

icabilitv of policies. rules and procedures ..................................................................... 12 

15. Security ...................................................................................................................................... 12 

16. Emergency procedures ............................................................................................................ 12 

17. Compliance with regulations ................................................................................................... 15 

1 8. Insurance ................................................................................................................................... 16 

19. Taxes .......................................................................................................................................... 17 

20. Settlement of disputes .............................................................................................................. 18 

21 . Liability and Indemnity ............................. ................................................................................ 18 

22. Independent contractors .......................................................................................................... 20 

23. Force Majeure ............................................................................................................................ 21 

24. Waiver ......................................................................................................................................... 22 

Code Sharing Agreement for a free-sale codes hare between B6 and SA 
25. Term .............•...................•...... , •.•....•.•.••.•.••.•......................•••.••.••.•.•....•...•.......•.••.•.••.•.••.•.••..•...... 22 

26. Termination .....................

..

............. .............................................................................. 22 

27. Confidential information ........................................................................................................... 23 

28. Non-exclusive Agreement ........................................................................................................ 25 

29. Notices ................................................

....................................................................................... 25 

30. Successors and assigns .......................................................................................................... 26 

31. Modifications, amendments and waivers ............................................................................... 26 

32. No third party beneficiarv .............................................................. ........................................... 26 

33. Severabiljtv .... ..................... ...... .............................................. .......... ......................................... 26 

34. Entire agreement ....................................................................................................................... 27 

35. Miscellaneous ............................................................................................................................ 27 

Apndices 

Appendix ACodeshare Flights 

Appendix B Station Procedures 

Appendix C Reservations and Special Service Procedures 

Appendix 0 Revenue Accounting Procedures 

Code Sharing Agreement lor a free-sale codes hare between B6 and SA 
This Code Sharing Agreement is made on 

between 

and 

(1) JetBiue Airways (which shall be referred to as 86) 

(2) South African Airways (SOC) Limited (which shall be referred to as SAA 

or SA) 

Code Sharing Agreement tor a free-sale codeshare between B6 and SA 1 
Introduction 

A. 86 and SA desire to place their designator code on the Code-shared Flights operated by the 

other Party and market and sell capacity on such Flights as if the Flights were its own as far as 

permitted under Applicable Laws. 

B. 86 and SAA enter into this Agreement in order to continue to offer competitive and cost 

effective air services between their respective countries and improve the quality of the air 

services they now offer, all to the benefit of the travelling public. 

C. 86 and SAA wish to record the terms of their co-operation in this Agreement. 

It is agreed 

1 . Definitions 

1 .1 Definitions 

In this Agreement, unless the context otherwise requires: 

Agreement or Code Share Agreement (CSA) means this Agreement (including all 

schedules and Appendices) as amended from time to time; 

Applicable Law(s) means all applicable laws of any Competent Authority, including but not 

limited to statutes, laws, rules, regulations, orders, ordinances, judgments, decrees, 

injunctions, writs, permits or like actions of any Competent Authority (including but not limited 

to those relating to securities, tax, tariff and trade, and air transportation services) and any 

amendments thereto that may be made and interpretations thereof by any Competent 

Authority; 

Assistance has the meaning set out in clause 16.3; 

Assisting Carrier has the meaning set out in clause 16.3; 

Carrier has the meaning set out in clause 9.2; 

Claim has the meaning set out in clause 21 .1 ; 

Code-shared Flights or Flights means the flights and/or markets specified in Appendix A 

on which seats are offered for sale to the public by the Operating Party and the Marketing 

Party, which Parties each use their own airline designator code and flight number and Codeshared Flight or Flight shall be interpreted accordingly; 

Code-sharing means where one Carrier assigns its airline designator code to a flight 

operated by another Carrier and Code-share shall be interpreted accordingly; 

Code-shared Passenger means a passenger travelling on a Code-shared Flight using a 

coupon, ticket or e-ticket where the Marketing Party is the Designated Party; 

Competent Authority means any supranational, national, federal, state, county, local, 

regulatory or municipal government body, bureau, commission, board, board of arbitration, 

instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official 

Code Sharing Agreemen1 for a free-sale codeshare between 86 and SA 
or public or statutory person (whether autonomous or not) having jurisdiction over this 

Agreement or either Party. 

Conditions of Carriage means those terms, conditions, tariffs and rules of carriage of a 

Party that govern the transport of passengers and their baggage travelling on coupons, 

tickets or e-tickets showing such Party's code in the carrier box; 

Confidential Information has the meaning given to it in 27.1; 

CAS means Computerised Reservation System; 

Defaulting Party has the meaning set out in 26.2; 

Designated Party means the Party whose airline designator code and flight number 

appears on the coupon, ticket or e-ticket held by the relevant passenger for the Code-shared 

Flight; 

Disrupt means any delay, interruption, diversion, unscheduled stop, cancellation or other 

irregularity resulting in an inability of a Code-shared Flight to arrive on the scheduled time at 

the scheduled destination. Disrupt does not mean a planned change of schedule or 

operations; 

Effective Date has the meaning given to it in 25.1; 

Event of Default has the meaning given to it in 26.2; 

Force Majeure has the meaning given to it in 23.1; 

GDS means Global Distribution System; 

lATA means International Air Transport Association; 

Insolvency Event means in relation to a Party: 

(a) an order being made, or its shareholders passing a resolution , for its liquidation or for 

it to be placed under official management or otherwise wound up or dissolved; or 

(b) an application being made to a court for an order for that Party's liquidation or for it to 

be placed under official management or otherwise wound up or dissolved, or any 

steps being taken to seek such an order, unless the application is withdrawn or 

dismissed within sixty (60) Business Days; or 

(c) an administrator, Controller or statutory manager being appointed to it under the 

bankruptcy laws of a jurisdiction in which either Party operates; or 

(d) (i) that Party resolving to appoint, or taking any steps to appoint, a Controller or 

analogous person to that Party or any material part of that Party's property 

under the bankruptcy laws of a jurisdiction in which either Party operates; or 

(ii) an application being made to a court for an order under the bankruptcy laws of 

a jurisdiction in which either Party operates to appoint a Controller, provisional 

liquidator, trustee for creditors or analogous person to it or any material part of 

its property, unless the application is withdrawn or dismissed within sixty (60) 

Business Days; or 

Code Shamg Agreement for a free-sale codes hare between 86 and SA 2 
(iii) an appointment of the kind referred to in clause (ii) above being made (whether 

or not following an application); or 

(e) the holder of a Security Interest taking possession of any material part of that Party's 

property; or 

(f) that Party suspending payment of its debts (that are not the subject of a bona fide 

dispute), or being or becoming unable to pay its debts when they are due or being or 

becoming otherwise insolvent; or 

(g) that Party taking any step to enable it to enter into a court-sanctioned compromise or 

arrangement with, or assignment for the benefit of, any of its creditors, unless such 

event: 

(i) takes place as part of a solvent reconstruction, amalgamation, merger or 

consolidation; or 

(ii) would not have a material adverse effect on either the value of that Party's 

Equity Securities or the ability or capacity of that Party to perform this 

Agreement in accordance with its terms; or 

(h) it ceases to carry on business or suspends all or substantially all of its operations 

(other than a temporary suspension by reason of Force Majeure); 

Marketing Party means, with respect to a Code-shared Flight, the Party who does not 

operate such Code-shared Flight, but places its designator code on such flight and offers 

seats for sale thereon under its own name and flight number; 

Non-Defaulting Party has the meaning set out in 26.2; 

O perating Party means, with respect to a Code-shared Flight, the Party operating such 

Flight with its own or leased aircraft; 

Requesting Carrier has the meaning set out in clause 16.3; 

Reservation System means the reservation system operated by or on behalf of a Party; and 

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

documentary taxes or other charges of a similar nature, including, without limitation, income 

taxes, value-added taxes, sales taxes, use tax, withholding taxes, excise taxes, gross 

receipts taxes, security taxes, transactional taxes, Ticket Taxes, exchange control taxes 

and/or fees, and interest and penalties related to the foregoing that may be imposed by any 

Competent Authority. 

Ticket Taxes means any transactional taxes or passenger facility charges, including, without 

limitation, sales taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, 

departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or 

assessments (and any interest or penalty thereon) imposed on passengers (or which air 

carriers or their agents are required to collect from passengers) by any authority in any 

country, or political subdivision thereof or public authority operating therein (including, 

without limitation any national, federal, state, provincial, territorial, local, municipal, port or 

airport authority) or which are levied upon passengers by operation of Applicable Laws or 

industry standard. 

Ticketing Party means the party (including any third party) who issued the ticket or e-ticket 

held by the relevant passenger. 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 3 
1 .2 Headings 

Article, clause and other headings are for ease of reference only and shall not be deemed to 

form any part of the context or to affect the interpretation of this Agreement. 

1 .3 Defined expressions 

Expressions defined in the main body of this Agreement have that defined meaning in the 

whole of this Agreement including the introduction and Appendices, unless the context 

requires otherwise. 

1 .4 Negative obligations 

An obligation not to do anything includes an obligation not to suffer, permit or cause that 

thing to be done. 

1 .5 Parties 

References to Parties are references to the Parties to this Agreement and references to a 

"Party" is a reference to one of the Parties (as appropriate}. 

1 .6 Persons 

References to persons include references to individuals, companies, corporations, 

partnerships, firms, joint ventures, associations, trusts, organisations, governmental or other 

regulatory bodies or authorities or other entities, in each case whether or not having 

separate legal personality. 

1 .7 Plural and singular 

Words importing the singular number shall include the plural and vice versa. 

1 .8 Clauses and introduction 

References to articles and the introduction are references to articles of, and the introduction 

(set out above) to, this Agreement. 

1 .9 Documents 

A reference to documentation includes a reference to that documentation as modified, 

supplemented, novated or substituted from time to time, as may be agreed by the Parties. 

1 .10 Statutes and regulations 

References to any statutory provision include any statutory prov1s1on which amends or 

replaces it, and any subordinate legislation, including regulations issued by an administrative 

agency under the authority of the statutory provision. 

1.11 Include and including 

References to the words "include" or "including" are to be construed without limitation to the 

generality of the preceding words. 

2. Code-sharing 

2.1 Code-sharing 

Code Sharing Agreement for a free-sale codeshare belween B6 and SA 4 
(a) Each Party hereby grants to the other the non-exclusive right to Code-share on a "free 

sell" basis on any Code-shared Flight for which it is the Operating Party in accordance 

with the terms and conditions of this Agreement. 

(b) The Code-shared Flights and/or Markets to which this Agreement relates and the 

schedules for those Flights are specified in Appendix A, as amended by the 

agreement of the Parties from time to time in writing (email shall suffice) and if 

applicable, subject to the necessary regulatory approval being obtained. 

(c) In determining the schedules for the Code-shared Flights, the Parties will co-operate 

to devise as seamless a product as possible with the objective of providing the best 

product to their passengers on the Code-shared Flights; provided however, that 

nothing herein shall require either Party to adjust its schedule to accommodate any 

Code-share flights. 

(d) Station Procedures in connection with the Code-shared Flights will be as prescribed in 

Appendix B. 

(e) Reservations and Special Service Requirements in connection with the Code-shared 

Flights will be as prescribed in Appendix C. 

(f) Revenue Accounting Procedures in connection with the Code-Shared Flights will be 

as prescribed in Appendix D. 

(g) Appendices A through D annexed to this Agreement and as amended by agreement 

of the Parties from time to time in writing are deemed to be part of this Agreement by 

the above references. 

2.2 General Requirements 

(a) Certificates and Licences 

B6 and SA have and will maintain the requisite operating authorities and all other 

permits, licences, certificates and insurances required by the regulatory authorities of 

the United States of America, South Africa and any other relevant regulatory 

authorities to enable them to properly and legitimately perform the Code-shared 

Flights required by this Agreement. 

(b) Aircraft and Crews 

The Operating Party shall operate its Code-shared Flights in compliance with the 

requirements and regulations of the jurisdictions in which it operates, including but not 

limited to the requirements of United States of America and South Africa's, relevant 

regulatory authorities and all other governmental regulations applicable and shall 

operate the Code-shared Flights with its own or leased aircraft and crews in 

accordance with and subject to its usual business practices. 

(c) Airworthiness 

The aircraft operated by the Operating Party performing a Code-shared Flight shall be 

in an airworthy and fully operational condition, properly manned and equipped in 

accordance with Applicable Laws and fit for the operation agreed by the Parties. The 

aircraft will remain under the technical and operational control of the Operating Party 

at all times and shall be flown in accordance with the operational procedures of the 

Operating Party and Applicable Laws. 

2.3 Revenue Accounting 

Code Sharing Agreement lor a free-sale codeshare between 86 and SA 5 
(a) Each Party shall set its own fares for air transportation on all Code-shared Flights sold 

under its designator code and flight number. subject to applicable bilateral air services 

agreements and Applicable Laws. 

(b) The Parties agree that nothing in this Agreement shall be interpreted in any way as 

detracting from or limiting the continuing right of each Party to market and sell capacity 

under its designator code and flight number on the Code-shared Flights. including the 

fare levels for transportation in such capacity, to the travelling public independently of 

the other Party. 

(c) Nothing in this Agreement confers any rights on either Party to restrict the other 

Party's ability: 

(i) to maintain or change rates. fares. tariffs. markets, services, distribution and 

marketing methods. competitive strategies or similar matters; or 

(ii) to engage in vigorous and full competition with each other and other entities; or 

(iii) to do business, or choose not to do business, with other entities. 

(d) Subject to clause 1 0, each Party shall be responsible for all commission payments, 

related costs and interline service charges as well as marketing, selling and 

advertising costs in respect of traffic carried within its available capacity on the Codeshared Flights. 

(e) The Operating Party shall retain all flight coupons and the associated revenue, as 

prescribed in Appendix D. for all passengers boarded on its Flight. 

3. Payments for Code-shared Flights 

86 and SA shall conduct administration and accounting procedures under this Agreement in 

accordance with the procedures contained in the Appendix D hereof. 

It is understood that both 86 and SA are members of the lATA Clearing House and the 

settlement of the accounts will be done through the lATA Clearing House on a monthly basis. 

In the event that either Party defaults in its obligation to the lATA Clearing House, this 

Agreement will be suspended immediately and indefinitely until the suspended Party makes 

amends and/or alternative settlement arrangements acceptable to the other Party. If the 

situation persists for a period exceeding 30 days of the suspension without any rectification, 

the other Party may terminate this Agreement forthwith on expiring of the aforesaid period. In 

either circumstance. the Defaulting Party will indemnify the Aggrieved Party for all liabilities, 

losses, damages, costs or expenses which the other Party may incur as a result of the 

Defaulting Party's default in its obligation to the lATA Clearing House and/or the subsequent 

suspension or termination of this Agreement. 

Unless the Parties otherwise agree, in respect of each Code-shared Flight, the relevant 

Operating Party will invoice the Marketing Party in respect of such Flights through the lATA 

Clearing House in accordance with lATA Clearing House procedures pursuant to the Special 

Prorate Agreement (SPA) made between 86 and SA, if applicable, in conjunction with this 

Agreement. 

4. Tickets 

Subject to the terms of this Agreement. each Party has the right to market the other Party's 

Code-shared Flights and sell seats on such Code-shared Flights using the Marketing Party's 

designator code rather than the Operating Party's designator code. The Operating Party will 

Code Sharing Agreement for a free-sale codeshare between 86 and SA 6 
accept tickets issued by the other Party for travel on Code-shared Flights without the 

necessity for endorsement. 

5. Flight interruption manifests 

Jet81ue does not issue paper or electronic Flight Interruption Manifests (FIMS). In the event 

that Jet81ue Airways needs to involuntarily reroute a passenger across the lines of South 

African Airways, Jet81ue will reissue the ticket. The Parties agree that settlement of such 

tickets will be in accordance with the lATA Revenue Accounting Manual (RAM) A2.2.6. 

Any passengers of SA transferred to 86 using a Flight Interruption Manifest rules (FIM 

Passengers) will be charged by 86 to SA at the FIM rates agreed in the SPA or if such rates 

do not exist, in accordance with the lATA Revenue Accounting Manual (RAM) A2.2.6. 

6. In-flight service 

6.1 The in-flight services provided on the Code-shared Flights will be the Operating Party's 

standard in-flight services. 

6.2 The Operating Party will provide the same in-flight service offering to passengers travelling in 

the Marketing Party's capacity on Code-shared Flights as it provides to its own passengers 

travelling in the same class on those Code-shared Flights. 

7. Free and reduced rate transportation 

Non revenue or reduced rate travel on the Code-shared Flights shall be administered by the 

Operating Party in accordance with the reduced rate agreement between the Parties in force 

from time to time. 

8. Advertising, sales, communications, name and logo use 

8.1 Communications 

The Code-shared Flights shall be marketed to the public using both the B6 and SA names 

and designators and incorporating, where reasonably appropriate and feasible, the various 

86 and SA trademarks, service marks, logos, and other indicia used by 86 and SA in their 

passenger services. 86 and SA will co-operate fully to ensure that reservations, sales, and 

passenger handling services for all passengers connecting to or from the Code-shared 

Flights are provided in a manner that best meets the needs of all passengers using the 

Code-shared Flights. 

8.2 Name/Logo Use 

The Parties reciprocally recognise the other Party's property in and title to their own 

respective names, products, service marks, trademarks, logos and designator code. Except 

as otherwise permitted under this Agreement or other agreements between the Parties, 

neither Party shall use the name, products, service marks, trademarks, logos, or designator 

code of the other Party without the prior written permission of the other Party. 

COde Sharing Agreement for a free-sale codeshare between B6 and SA 7 
9. Traffic handling 

9.1 All transportation documents, including all coupons, tickets or a-tickets, issued by the 

Marketing Party to Code-shared Passengers shall indicate the designator code and flight 

number of the Marketing Party. 

9.2 On the Code-shared Flights, the Marketing Party shall be considered as the Carrier and shall 

be deemed to have concluded and entered into the Conditions of Carriage with the Codeshared Passengers. For clarity, the Marketing Party's Conditions of Carriage shall govern 

the transportation of Code-shared Passengers. 

9.3 Notwithstanding anything contained in this clause 9, the liability as between the Parties shall 

be governed by the provisions of clause 21 of this Agreement. 

1 0. CAS and GDS charges and commission 

1 0.1 All charges levied by any C RS or GDS provider in respect of Code-shared Flights shall be 

for the account of the Party whose flight designator is the one used to effect the reservations 

through the CRS on the relevant Code-shared Flight. 

11 . Publication of schedules 

1 1.1 The Parties will ensure the Code-shared Flights are included in all public flight listings and 

industry schedules, including but not limited to: 

(a) the Official Airline Guide, lnnovata and similar passenger schedule information 

services; and 

(b) CRS and each Party's Reservation Systems. 

11.2 Each Code-shared Flight shall be identified in such guides, CAS and each Party's 

Reservation Systems by both the designator codes of the Parties. 

11.3 The Parties will ensure that in all industry publications, and distribution system displays, the 

code of the Marketing Party shall be supplemented with the words "Operated by [insert name 

of Operating Party]". 

12. Conditions of carriage, claims procedure, immigration 

12.1 Conditions of carriage 

The Conditions of Carriage of the Marketing Carrier (i.e., the carrier whose code appears on the 

Codeshare Passenger's flight coupon) shall, with respect to rights and obligations of the 

Codeshare Passengers, be deemed to govern the transportation of Codeshare Passengers on 

Codeshare Flights. Prior to the implementation of Codesharing, the Carriers will use 

commercially reasonable efforts to identify any material discrepancies between their respective 

Conditions of Carriage and use commercially reasonable efforts to develop procedures to 

minimize potential service inconvenience or disruption to Codeshare Passengers due to such 

discrepancies. The Marketing Carrier shall ensure that the applicable Conditions of Carriage of 

the Parties are notified to the Code-shared Passengers to the extent and in the manner required 

by Applicable Laws. For example, the Marketing Carrier will ensure that the Conditions of 

Carriage of the Operating Carrier are incorporated by reference into the Conditions of Carriage 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 8 
of the Code-shared Passengers. For the avoidance of doubt, with respect to each Carrier's 

actual operation of flights, the Operating Carrier will conduct the Code-shared Flights in 

accordance with its own Conditions of Carriage .. Notwithstanding anything in this Section 12.1 

the liability of the Parties to each other with respect to passenger claims shall be governed by 

Sections 18 and 21. 

12.2 Notification of policies and procedures and Conditions of Carriage 

Within 10 working days of the Effective Date each Party will provide to the other Party a copy 

of its policies and procedures and Conditions of Carriage as applicable to Code-shared 

Flights. Each Party must notify the other Party promptly of any material change to its 

policies and procedures or Conditions of Carriage. 

12.3 Claims procedure 

(a) Each Party will handle and bear the cost of all customer complaints received by it in 

accordance with its own customer complaint handling procedures where such 

complaint is in connection with the Party's actions or omissions with respect to a 

Code-shared Flight. Should a Party receive a customer complaint in connection with 

the other Party's actions or omissions with respect to a Code-shared Flight, the Party 

will refer the complaint to the other Party for that other party to handle and bear the 

cost of the customer complaint in accordance with its own customer complaint 

handling procedures. 

(b) The Party that receives a complaint will use its best efforts to resolve the issue at first 

point of contact, except a complaint that relates to an in-flight injury or accident which 

must be referred to the Operating Party for handling. 

(c) If the complaint relates to the conduct of both the B6 and SA, then, subject to 12.3(b), 

the Parties will work together to resolve the complaint but the final claims handling 

authority rests with the Operating Party and its insurers. The Operating Party will take 

the lead. 

12.4 Immigration 

The party that delivers a passenger with non-existent or non-complying immigration and/or 

customs documentation shall be liable for any and all costs and expenses incurred by the other 

party associated therewith, including fines and repatriation costs. 

1 3. Regular and Irregularity handling and oversales 

1 3.1 CaptainMin-Command 

(a) The Captain-in-Command of any aircraft operating a Code-shared Flight will have the 

ultimate responsibility with respect to the operation, disposition, safety and 

performance of the Code-shared Flight. The Captain-in-Command will also have 

complete discretion concerning: 

(i) passengers, cabin crews, baggage, cargo and mail to be carried on a Codeshared Flight and their distribution; and 

(ii) whether or not the Code-shared Flight will operate and where the Code-shared 

Flight will land. 

Code Sharing Agreement for a free·sale codeshare between B6 and SA 9 
(b) Each Party acknowledges that, in its capacity as Marketing Party of a Code-shared 

Flight, it will respect and be bound by all such decisions of the Captain-in-Command. 

(c) Subject to the Marketing Party's compliance with clause 1 3.1 (b), the Operating Party 

will indemnify and hold harmless the Marketing Party for all losses, damages, costs 

and expenses that are recoverable under the applicable contract of carriage 

related to the decisions taken by the Captain-in-Command. 

1 3.2 Notice of Disrupt 

Each Party will, in respect of the flights that are part of a codeshare itinerary for which it is 

the Operating Party, give to the other Party prompt notice of any actual or anticipated Disrupt 

as soon as possible. The Operating Party will report agreed upon Disrupts by email or 

telephone call in the case of: 

B6 to SA: 

SA to 86: 

e-mail: 

telephone:+

e-mail: and 

13.3 Continuation of Code-shared Flight 

Each Party will comply with any agreed procedures for and will co-operate as fully as 

possible in the event of any Disrupt with a view to: 

(a) minimising delay and inconvenience to passengers; and 

(b) minimising the loss of revenue to either Party. 

13.4 Costs of Disrupt 

(a) In any Disrupt affecting a Code-shared Flight or resulting in the offloading or 

downgrading of the Marketing Party's customers, the Operating Party will, subject to 

clause 13.5, bear all reasonable and substantiated costs associated with such event, 

including the cost of meals, accommodation, transfers and alternative travel 

arrangements to the final ticketed destination. The Parties will review their existing 

procedures for accommodating passengers in the event of a Disrupt or overbooking to 

determine their adequacy for the purpose of this Agreement. 

(b) The provisions of this Agreement will not prevent the Marketing Party from making 

representations, or offering additional assistance or compensation, to passengers for 

whom it is the Designated Party, provided that, notwithstanding any other provision of 

this Agreement to the contrary, and save as otherwise agreed with the Operating 

Party, the Marketing Party will be wholly liable for, and will indemnify the Operating 

Party for any loss, damage, cost or expense incurred or suffered by the Operating 

Party in respect of, any such offer or representations, assistance or compensation. 

(c) If any Disrupt of a Code-shared Flight occurs, the Parties agree to reissue the affected 

coupon to enable the passenger to reach the same destination across the Jines of 

those carriers with which the reissuing carrier has authority to involuntarily reroute 

passengers. 

13.5 Flight cancellation 

In the event of cancellation of a Code-shared Flight, the following procedures will apply: 

(a) If such cancellation is notified to the Marketing Party 48 hours or more before 

scheduled time of departure, each Party (or its nominated agent) will assume the 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 10 

Redacted Redacted Redacted Redacted
responsibility for notifying the passengers who hold tickets with its designator code 

and making necessary arrangements for alternative transportation. Where possible, 

the Parties will rebook passengers on other Code-shared Flights. Any costs and 

expenses incurred for such alternative transportation for any passenger will be 

absorbed by the Designated Party in accordance with Its applicable policies and 

procedures. 

(b) If such cancellation and notice to the Marketing Party is less than 48 hours before 

scheduled time of departure, the Operating Party (or its nominated agent) will, with the 

assistance of the Marketing Party where practical, make all necessary arrangements 

to transport all passengers to the destination of the relevant Code-shared Flight. Any 

costs and expenses incurred for such alternative transportation will be borne by the 

Operating Party, in accordance with its applicable policies and procedures. The 

Operating Party will notify the Marketing Party promptly of all alternative travel 

arrangements it makes for the Marketing Party's passengers. 

13.6 Substitution of aircraft 

The Operating Party has the right to substitute from time-to-time an alternative aircraft type 

due to unserviceability or other technical reasons and will in such event advise the 

Marketing Party accordingly as soon as is reasonably practicable. 

13.7 Consultation 

The Parties will consult in good faith upon the occurrence of Disrupts with respect to Codeshared Flights where such Disrupts are not covered by this Agreement. 

1 3.8 Equal treatment 

For the convenience of all passengers of the Parties, in the event of a Disrupt, equal 

treatment and amenities will be extended to both Parties' passengers of the relevant Codeshared Flight. 

13.9 Overbooking and denied boarding 

Where there is insufficient capacity on a Code-shared Flight to accommodate a confirmed 

passenger, resulting in a passenger offload or denied boarding, the Operating Party will: 

(a) use reasonable endeavours to ensure that both Parties' passengers who hold 

confirmed reservations for the flight are not offloaded or denied boarding; 

(b) be responsible for the handling of such passengers at the Operating Party's cost and 

ensure that the Marketing Party's customers receive services, compensation and 

benefits to at least the same standard as would be afforded to the Operating Party's 

passengers; and 

(c) bear the cost of such compensation, including downgrade compensation, except that if 

the Marketing Party caused the passenger offload, that Marketing Party must 

reimburse the Operating Party for all such costs. 

In the event coupons are endorsed to a third party carrier, the Designated Party will arrange 

settlement with the third party carrier under normal interline procedures. 

13.1 0 Involuntary rerouting 

Procedures in accordance with lATA Resolution 735d. Code Share Passengers shall be rebooked primarily onto alternative 86 or SA services where available. 

Code Sharing Agreement for a free-sale codes hare between B6 and SA 11 
Missed connections 

Provided the routing is on one ticket the Operating Party, in this instance either 86 or SA, 

shall cover the reasonable costs of providing passenger amenities to Code-shared Flight 

passengers who fail to make their connections to or from the Code-shared Flights of the 

Marketing Party as a result of matters within 86 or SA's control, i.e. flight cancellation, delay, 

short term equipment changes or overbooking. These passenger amenities shall include 

items such as hotel accommodation, and meals as appropriate. The Parties agree to work 

closely together to minimise any costs to either of them in such circumstances. lATA 

Resolution 735d shall apply in all other circumstances. 

13.11 Use of flight numbers 

The Operating Party will include the Marketing Party's flight numbers in all SSIM (Standard 

Schedule Information Manual), SSM (Standard Schedule Message), ASM (Adhoc Schedule 

Message). 

14. Applicability of policies, rules and procedures 

In the event this Agreement is silent with respect to whether 86 or SA's policies, rules and 

procedures are applicable and in the absence of any applicable agreement, law, rule or 

regulation, the policies, rules and procedures of the Operating Party shall apply to the extent 

consistent with the terms of this Agreement. 

15. Security 

In the operation of Code-shared Flights, the Operating Party may utilise its own security 

programmes. In undertaking the respective security programmes, the Operating Party may 

interview passengers, x-ray baggage and perform such other functions as it may choose in 

its sole discretion. 86 and SA agree to cooperate in all matters pertaining to security 

procedures, requirements and obligations in respect of all points to or from which the Codeshare Flights operate subject to the requirement to obtain any appropriate regulatory authority 

or approval from the applicable Competent Authority. 

16. Emergency procedures 

16.1 Emergency Response 

Both Parties shall comply with emergency response plans and procedures for mutual 

assistance as they may subsequently agree upon within 60 days of the execution of this 

Agreement. 

16.2 Additional requirements 

In addition to the requirements of clause 16.1, the Parties agree that the following additional 

requirements will apply in respect of an accident or emergency affecting any Code-shared 

Flight: 

(a) The Operating Party is to manage the reconciliation/verification of the passenger 

manifest in accordance with its own procedures and Applicable Laws. The Marketing 

Party is to assist with this process where passengers for whom it is the Designated 

Party are involved in the emergency. 

(b) It is the Operating Party's responsibility to act as the central point for the collection of 

all passenger data regarding the affected Code-shared Flight as required for post 

Code Sharing Agreement for a free-sale codes hare between 86 and SA 12 
incident/accident investigation. The Marketing Party is to cooperate in providing such 

data in regard to passengers for whom it is the Designated Party. 

(c) The Operating Party is responsible for the welfare of all passengers and crew and their 

families. The Marketing Party is responsible for providing information about its 

passengers for whom it is the Designated Party and their families in support of the 

humanitarian response of the Operating Party. 

(d) The Marketing Party is to refer initial calls from family and friends of passengers for 

whom it is the Designated Party to the Operating Party and shall observe information 

guidelines set by the Operating Party in handling public inquiries about ticketed 

passengers of the Marketing Party. 

(e) The Operating Party must provide a list detailing the names of all of the passengers, 

for whom the Marketing Party is the Designated Party, on board any affected Codeshared Flight as soon as reasonably practicable and the information is properly 

reconciled. The Marketing Party must not release such information or any part of such 

information to any third party without the prior written approval of the Operating Party, 

which must not be withheld or unreasonably delayed if the Marketing Party is required 

by law to release the information. 

(f) The Operating Party is to retain responsibility for overall management and finance for 

an emergency response in accordance with its procedures. The Operating Party will 

reimburse all actual and reasonable costs incurred by the Marketing Party in providing 

any such required assistance to the Operating Party in respect of passengers for 

whom the Marketing Party is the Designated Party. Any expenses incurred by the 

Marketing Party for an emergency response shall be billed to the Operating Party 

within sixty (60) days of the occurrence. 

(g) The Marketing Party must not without the prior written approval of the Operating Party 

make any admission of liability on behalf of itself or the Operating Party in respect of 

any accident or emergency. 

(h) The Marketing Party must not, except as required by law, make any comment on the 

cause of any incident or accident involving a Code-shared Flight to any third party 

including the media, any passenger or any relative or friend of any passenger without 

prior written approval of the Operating Party. 

(i) Each Party is individually responsible for maintaining the security of data entrusted to 

that Party by passengers or their agents, especially during emergency response. 

0) In the event of an operational emergency affecting the passengers of a Code-shared 

Flight, the Operating Party shall notify the Marketing Party without delay to provide 

relevant details of the emergency by referring to the following contacts (or as 

otherwise notified in writing): 

South African Airways 

Administrative Contact Emergency Contact 

Emergency Response Procedures Operations Control Centre 

SIT A/Tel/Fax SIT A/Tel/Fax 

Name: ATTN: 

Title: Manager Emergency Response Title: OCC Duty Manager 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 13 

Redacted Redacted
Planning & Co-Ordination Tel:

Tel: Fax: 

Fax: Email: 

Email:

JetBiue Airways 

Administrative Contacts Emergency Contact 

Emergency Response Procedures Systems Operations Control 

SIT A/Tel/Fax SIT A/Tel/Fax 

Name: ATTN: 

Title: Director, Emergency Response and Title: Manager on Duty 

Care 

Tel: 

Fax: 

Email: 

16.3 Request for Assistance 

Tel: 

Fax: 

Email: 

If, following an accident or emergency, one Party (Requesting Carrier) requests the 

assistance of another Party (Assisting Carrier) to handle aspects of an emergency situation 

and the Assisting Carrier provides such assistance (Assistance): 

(a) the Assisting Carrier will endeavour to provide assistance of the type and to the extent 

and for the duration of the Requesting Carrier's request however, nothing in this 

Agreement or any written policy or procedures will impose an obligation on a Party to 

provide Assistance to the other Party; 

(b) the Requesting Carrier must pay all costs and expenses incurred by the Assisting 

Carrier in the provision of the Assistance in accordance with this Agreement, including 

salary costs for activated personnel, reasonable rates for internal staff time, 

communication costs, materials costs, costs paid to third parties and any other 

miscellaneous direct or indirect costs incurred in consequence of the Assistance being 

provided. All such costs and expenses will be charged to the Requesting Carrier on 

an actual cost basis in the currency in which the cost is incurred. The costs and 

expenses must be paid by the Requesting Carrier within thirty (30) days after the end 

of the month in which the relevant invoice from the Assisting Carrier was received; 

Code Sharing Agreement for a free-sale codes hare between 86 and SA 14 

Redacted Redacted Redacted RedactedRedacted Redacted Redacted Redacted Redacted RedactedRedacted Redacted RedactedRedacted
(c) except in the case of gross negligence or wilful misconduct on the part of the Assisting 

Carrier or its personnel, the Requesting Carrier indemnifies (and must keep 

indemnified) and holds harmless the Assisting Carrier and its personnel against any 

and all loss, damage, cost or expense arising out of, or in connection with any claims 

suffered or incurred by those indemnified in relation to: 

(i) any act or omission of the Assisting Carrier or its personnel in connection with 

the provision of the Assistance; 

(ii) any act or omission of the Requesting Carrier or its personnel in connection with 

requesting the Assistance; 

(iii) any loss of or damage to the property belonging to the Assisting Carrier or its 

personnel, whilst providing the Assistance, irrespective of the cause of such 

loss or damage; 

(iv) any injury of whatever kind, and howsoever caused, including the death of 

personnel of the Requesting Carrier, any third party or of the Assisting Carrier, 

in connection with providing the Assistance; and 

(v) any deficiency in the Assistance provided for whatever reason, 

provided that such loss, damage, cost or expense arises or is incurred as a result of 

assistance specifically requested (verbally or in writing) by the Requesting Carrier; and 

(d) to the extent permitted by law, the Requesting Carrier waives, releases and renounces 

all warranties, obligations and liabilities of the Assisting Carrier, express or implied, 

arising by law or otherwise, with respect to any deficiency in the Assistance provided 

or any other thing connected with the Assistance, including any implied warranty of 

fitness for a particular purpose or merchantability, any liability arising from strict liability 

in tort or implied warranty arising from course of dealing. 

Each Party must procure and maintain at its own cost and expense throughout the term of 

this Agreement worldwide legal liability insurance coverage including, where possible, 

coverage for liabilities which the other Party as the Assisting Carrier may incur in connection 

with this Agreement. Each Party must procure (to the extent of the indemnity set out in this 

clause) that its insurers renounce their rights of subrogation and recourse against any 

Assisting Carrier. The requirements of this insurance clause in no way reduce the 

obligations of a Party to effect insurance as required elsewhere in this Agreement. 

17. Compliance with regulations 

17.1 Nothing in this Agreement will require either Party to contravene any government law, rule or 

regulation, including, but not limited to, compliance with the Federal Family Assistance Act of 

1996. The Parties confirm that all transportation services and advertising or other forms of 

solicitation of that Party will comply in full with Applicable Laws. 

17.2 Both 86 and SA will comply with Applicable Laws to its dealings with passengers, 

consumers, the sale of passenger transportation by air and the operation of the business 

and shall maintain all applicable licenses, permits and consents, including an lATA License 

and those imposed by industry bodies, required to enter into and perform its obligations 

under this Agreement. 

17.3 Each Carrier will comply with the consumer protection laws of all Competent Authorities 

applicable to it in connection with the services it will provide a consumer resulting out of this 

agreement. 

Code Shamg Agreement for a free-sale codeshare between 86 and SA 15 
17.4 Nothing in this Agreement precludes the Operating Party from operating additional flights not 

covered by this Agreement or codesharing with other carriers on the same routes as the 

Code-shared Flights. 

1 8. Insurance 

1 8.1 Throughout the duration of this Agreement, the Operating Carrier shall procure and maintain 

the following insurances in respect of the Code-shared Flights, operated by it or its Affiliates, 

as contemplated by this Agreement. 

(a) Aircraft Hull All Risks and Hull War and Allied Perils Insurances for the aircraft 

operated and shall cause its Insurers to waive any and all rights of subrogation against 

the other Party, its directors, officers, agents and employees to the extent the 

Marketing Party, its directors, officers, agents and employees is entitled to 

indemnification. 

(b) 

(i) Aircraft Third Party, Aviation Third Party, Passenger, Baggage, Cargo and Mail 

Legal Liability Insurance for a combined single limit (bodily injury/ property 

damage) of at least 

(ii) Third party war risks and allied perils liability insurance and/or government 

indemnity as per standard insurance industry 

or such other limit as may 

be imposed by the aviation insurance market or any government scheme from 

time to time. 

18.2 Such legal liability insurance in 18.1(b)(i) and (b)(ii) shall contain the following provisions: 

(a) include the other Party, its directors, officers, agents, and employees as additional 

assureds (the "Additional Assureds") except to the extent claims are due to the wilful 

misconduct or gross negligence of the other Party, its directors, officers, agents and 

employees. 

(b) provide that the insurance shall operate in all respects as if a separate policy had 

been issued covering each Party insured hereunder. Notwithstanding the foregoing 

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

limits of liability stated in the policy. 

(c) provide that this insurance shall be primary and without right of contribution from any 

other insurance carried by the Additional Assureds. 

(d) provide that the Additional Assureds shall have no responsibility for any premium and 

Insurers shall waive any rights of set-off or counter-claim against the Additional 

Assureds. 

(e) provide that, except in respect of any prov1s1on for cancellation or automatic 

termination specified in the policy or any endorsement thereof, the cover provided may 

only be cancelled or materially altered in a manner adverse to the Additional Insureds 

by the giving of not less than thirty (30) days (ten (10) days in the event of cancellation 

due to non-payment of premium) 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 

Code Sharing Agreement for a free-sale codeshare between 86 and SA 16 

Redacted

Redacted Redacted Redacted
Not less than ten (10) days prior to either Party first performing the Services hereunder, and 

prior to the expiration or other termination of any such insurance, the Operating Party shall 

furnish to the Marketing Party certificates evidencing that they meet the 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 policyholder rating from Best's 

Insurance Guide, or an equivalent organization, of not less than "A-", or (b) an international 

reputation in the aviation marketplace, or (c) as approved by the other party. 

1 9. Taxes 

1 9.1 Subject to Section 19.4, each Party shall be responsibiA for any nAt or gross income or 

franchise taxes (or taxes of a similar nature) on the revenues or income or any measure 

thereof which is attributable to it in connection with the sale of air transportation pursuant to 

this Agreement. 

19.2 The Party that acts as the Ticketing Party in respect of any particular transaction shall 

collect, except as otherwise prohibited by law, all Ticket Taxes relating to tickets sold or 

travel documents issued by it with respect to air transport pursuant to this Agreement. The 

Parties hereby agree as follows: 

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

any non-interlineable Ticket Taxes levied in connection with sales of the 

Code-shared Flights. 

(b) The Ticketing Party shall collect any interlineable Ticket Taxes levied in 

connection with the sales of the Code-shared Flights. If the Ticketing Party is 

the Marketing Party or a third-party, the Operating Party may report and issue 

a debit invoice to the Ticketing Party through the lATA Clearing House for any 

interlineable Ticket Taxes in connection with the sales of the Code-shared 

Flights. The Operating Party shall remit to taxation authorities all such 

interlineable Ticket Taxes. 

{c) The Operating Party may bill the Ticketing Party for any Ticket Taxes due or 

payable on or measured by passenger enplanement and payable or 

remittable by the Operating Party or the Marketing Party in accordance with 

industry guidelines outlined in the lATA Revenue Accounting Manual (lATARAM). 

(d) If the Ticketing Party is a third-party, the Marketing Party shall use 

commercially reasonable efforts to cause such third-party to implement the 

foregoing provisions. 

(e) The invoicing of Ticket Taxes shall be governed by the lATA Revenue 

Accounting Tax Database (RATD), unless otherwise mutually agreed to by 

the Parties in writing. Notwithstanding the foregoing, should the relevant 

Competent Authority mandate the imposition of any Ticket Taxes contrary to 

the IAT A RATD, such mandate shall govern the invoicing of such Ticket 

Taxes. 

19.3 Notwithstanding the provisions of Section 19.2, if the Ticketing Party is prohibited by 

Applicable Law from collecting certain Ticket Taxes in the country where tickets are sold or 

where travel documents are issued, then the Ticketing Party is relieved only from collecting 

such Ticket Taxes so prohibited by Applicable Law and shall notify the Operating Party, (i) 

no later than the Effective Date with respect to any such Applicable Law existing as of such 

date and (ii) within thirty (30) days of the enactment of any such Applicable Law after the 

Code Shamg Agreement for a free-sale codes hare between B6 and SA 17 
Effective Date, which Ticket Taxes it is prohibited from collecting and render reasonable 

assistance to the Operating Party so that procedures can be implemented to collect such 

Ticket Taxes from the passenger. 

19.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in 

connection with the Code-shared Flights may require withholding of Taxes on certain of the 

payments that either of the Parties or their agents (the "Payor'') may be required to pay to the 

other Party (the "Payee") under this Agreement. It is agreed that payments to the Payee 

shall be exclusive of such withholding, provided however, that the Payor shall inform the 

Payee in writing with at least forty five (45) days' advance notice of its intent to withhold the 

Taxes and the legal basis for such withholding. The Payor shall inform the Payee: 

(a) within fifteen (15) days of receipt by the Payor of any directives that may be 

given to the Payor by such taxation authority: and 

(b) within fifteen (15) days of payment by the Payor to the relevant Competent 

Authority of the amounts withheld by Payor. 

19.5 In the event the Payor is required to withhold taxes under the procedures of clause 19.4, the 

Payor shall provide to the Payee within sixty (60) days from the date such withholding taxes 

are paid to the Competent Authority, all official receipts and copies of paid checks for such 

withholdings and remittances made to the appropriate Competent Authority that may be 

necessary to support a claim by the Payee of a foreign tax credit under Applicable laws. 

1 9.6 If either Party receives notice from any Competent Authority with respect to any 

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

"Assessmenr) relating to this Agreement, that the other Party may be responsible for 

paying, directly or indirectly, the Party so notified shall inform the other Party in writing 

within thirty (30) days of receipt of such notice. If the Party receiving such notice from 

a Competent Authority is or will be required to pay any Assessment for which the 

other Party is ultimately responsible, it shall be entitled to be indemnified against such 

Assessment in accordance with Article 21. The Indemnifying Party shall have the 

option to defend or contest such Assessment in accordance with the procedures set 

forth in Article 21. 

20. Settlement of disputes 

In the event of a dispute between the Parties concerning this Agreement, including any 

dispute as to its existence or validity, that is not settled by negotiations between the Parties, 

either Party may by written request to the lATA Director General require the dispute to be 

finally settled by arbitration in accordance with the procedures contained in lATA Resolution 

780 "Form of Interline Traffic Agreement" which arbitration shall be considered as an 

integrated part of this Agreement. The arbitration shall be conducted in the English 

language and take place in a neutral location mutually agreed upon by the Parties. As 

provided in the lATA Interline Traffic Agreement, the tribunal shall settle its own procedure 

except for governing law. 

21. Liability and Indemnity 

21.1 Indemnity 

(a) In this Article 21, "Claim" shall mean any liabilities, damages, claims or penalties, 

including costs of investigation, litigation, settlement costs and reasonable legal fees: 

and each indemnified party shall include its respective officers, employees and 

agents. 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 18 
(b) The Operating Party shall indemnify and hold harmless the Marketing Party from 

Claims asserted or recovered by any third party by reason of: 

(i) the death of or injury to persons or the Joss of or damage to property or the 

delay of persons or property (excluding Operating Party property) occurring 

while such persons or property are under the control or in the custody of, or are 

being transported by, the Operating Party; or 

(ii) the Operating Carrier's breach of its own Conditions of Carriage, orders or 

regulations binding upon the Operating Party; 

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

Operating Party's trademarks, service marks, logos, and other indicia; or 

(iv) any and all Taxes (excluding penalties with respect to Marketing Carrier's 

failure to timely remit and/or report Taxes to the Competent Authority), levied 

upon the Operating Party (or for which it is otherwise responsible) but paid by 

the Marketing Party, resulting from any transaction or activity contemplated by 

this Agreement; or 

(v) the Operating Party's breach of any of its representations or warranties set forth 

in this Agreement. 

(c) The Marketing Party shall indemnity and hold harmless the Operating Party from 

Claims asserted or recovered by any third party by reason of: 

(i) the death of or injury to persons or the loss of or damage to property or the 

delay of persons or property (excluding Operating Party property) occurring 

while such persons or property are under the control or in the custody of, or are 

being transported by, the Marketing Party; or 

(ii) breach by the Marketing Party of its own Conditions of Carriage, orders or 

regulations binding upon the Marketing Party; or 

(iii) any inconsistency between the Conditions of Carriage of the Operating Party 

and those of the Marketing Party where Applicable Laws or any Competent 

Authority requires the Marketing Party to apply the Conditions of Carriage of the 

Operating Party; or 

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

Marketing Party's trademarks, service marks, logos, and other indicia; or 

(v) any and all Taxes (excluding penalties with respect to Operating Carrier's failure 

to timely remit and/or report Taxes to the Competent Authority), levied upon the 

Marketing Party {or for which it is otherwise responsible) but paid by the 

Operating Party, resulting from any transaction or activity contemplated by this 

Agreement; or 

(vi) the Marketing Party's failure to properly issue and complete transportation 

documentation in accordance with Applicable Laws and with the provisions of 

the standard lATA ticketing requirements and procedures (as amended from 

time to time to the extent to which such procedures do not infringe on the 

requirements of Applicable Laws; or 

(vii) the Marketing Party's breach of any of its representations or warranties set forth 

in this Agreement. 

Code Shamg Agreement for a free-sale codeshare between 86 and SA 19 
(d) Notwithstanding the above clause 21.1 (b) above, the Operating Party shall not be 

required to indemnify the Marketing Carrier for any portion of any liability arising from 

the Marketing Carrier's breach of this Agreement, negligence or wilful misconduct. 

Notwithstanding the above clause 21.1 (c) above, the Marketing Party shall not be 

required to indemnify the Operating Party for any portion of any liability arising from 

the Operarting Party's breach of this Agreement, negligence or wilful misconduct. 

21.2 Indemnity in respect of employees on duty under the Agreement 

Each Party shall, with regard to its own employees, indemnify and hold the other Party 

harmless from death or injury Claims unless the death or injury occurred while employee was 

engaged in transportation by air as a ticketed passenger or resulted from the indemnified 

Party's breach of this Agreement, negligence or wilful misconduct. 

21.3 Survivability 

(a) The indemnity provrsrons in this Agreement, including but not limited to those 

indemnity provisions contained in clauses 21.1 and 21.2 above, shall remain in effect 

and survive any expiration or termination of this Agreement, provided that any 

liabilities pursuant to the indemnification provisions that are not covered by insurance 

will terminate five (5) years after the expiration or termination of this Agreement. 

21.4 Traffic documents and reservations 

Each Party will be responsible for the issuance of its own traffic documents and the 

reservation of space on the Code-shared Flights, and shall indemnify the other Party, its 

directors, officers, agents and employees against all third party claims, demands, costs, 

expenses and liability arising from failure to issue traffic documents and/or reservation of 

space, provided that such indemnification shall not cover claims caused by the negligence or 

misconduct of the other Party or any of its directors, officers, employees or agents. 

21.5 Notice of claim 

Each Party must advise the other Party of any claim, action or proceeding that is presented 

to or instituted against it in respect of matters to which indemnities are applicable. Each 

Party must co-operate in the resolution, settlement or defence of such claim, action or 

proceeding but the final claims handling authority rests with the indemnifying Party and its 

insurers. 

21.6 Liability for Subcontractors 

If the Operating Party subcontracts the operation of a Code-shared Flight to a third party, the 

liability of the Operating Party shall remain unaffected, and the Operating Party will ensure 

that an indemnity clause similar to clause 21 .1 and similar insurance requirements with no 

less stringent conditions and complying in all respects with clause 18 are included in the 

subcontract. 

22. Independent contractors 

The Parties confirm that their relationship under this Agreement is that of independent 

contractors and nothing contained in or relating to this Agreement is intended or shall be 

construed to create or establish a partnership or joint venture. 

Code Sharing Agreement lor a free-sate codeshare between 86 and SA 20 
23. Force Majeure 

23.1 Definition 

In this clause 23 (Force Majeure), force majeure will mean any cause preventing either 

Party from performing any or all of its obligations which arises from or is attributable to acts, 

events, omissions or accidents beyond the reasonable control of (and not reasonably 

foreseeable or capable of being planned for by) the Party so prevented after the exercise of 

reasonable diligence (which, for the avoidance of doubt, in the case of either Party includes 

the maintenance at all times of disaster recovery plans expected of competent persons in the 

airline industry), including strikes, lockouts or other industrial disputes (whether involving the 

workforce of the Party so prevented or of any other party), act of God, war or war-like 

conditions, riot, civil commotion, malicious damage, compliance with any law or 

governmental order, rule, regulation or direction, accident, act of terrorism, global pandemic. 

breakdown of plant or machinery, disruption of communication, fire, flood or storm, natural 

calamity (including but not limited to excessive or unusual weather conditions) provided that: 

(a) neither lack of funds, nor an intentional act or omission of that Party or misconduct by 

any third party employed or engaged as an agent or independent contractor by that 

Party will be interpreted as a cause beyond the reasonable control of that Party; or 

(b) mere shortage of materials, equipment or supplies will not, of Itself, constitute force 

majeure, 

unless caused by events or circumstances which are themselves Force Majeure. 

23.2 Failure to perform 

If either Party is prevented or delayed in the performance of any of its obligations under this 

Agreement (other than its obligations under clause 3) by Force Majeure, that Party will: 

(a) on becoming aware of the Force Majeure, promptly serve notice in writing on the other 

Party specifying the nature and extent of the circumstances giving rise to Force 

Majeure, the date of commencement of, the expected duration of, and the obligation 

affected by the Force Majeure; 

(b) subject to service of such notice and to clause 23.4, have no liability in respect of the 

performance of such of its obligations as are prevented by the Force Majeure events 

during the continuation of such events, and for such time after they cease as is 

necessary for that Party, using all reasonable endeavours, to recommence its affected 

operations in order for It to perform its obligations; and 

(c) after the cessation of the Force Majeure, promptly notify the other Party in writing of 

the cessation of the Force Majeure and resume performance of its obligations under 

this Agreement. 

23.3 Long term failure 

If either Party is prevented from performance of its obligations under this Agreement by 

Force Majeure for a continuous period in excess of sixty (60) days, the other Party may 

terminate this Agreement upon giving fourteen (14) days written notice of termination to the 

Party so prevented, in which case neither Party will have any obligations, rights or liabilities 

to the other except any obligations, rights and liabilities which have accrued prior to the date 

of such termination or claims which a Party may have against the other for prior breach of 

this Agreement, and termination will not affect any provision of this Agreement which is 

expressly or by implication provided to come into effect on or continue in effect after such 

termination. 

Code Sharing Agreement for a free·sale codeshare between B6 and SA 21 
23.4 Reasonable Endeavours 

The Party claiming to be prevented or delayed in the performance of any of its obligations 

under this Agreement by reason of Force Majeure will use all reasonable endeavours to 

mitigate the effects of the cause on that Party's obligations under this Agreement and 

perform its obligations under this Agreement on time despite the continuance of the Force 

Majeure event. 

24. Waiver 

24.1 Any delay, failure or forebearance by a Party to exercise (in whole or in part) any right, 

power or remedy under, or in connection with, this Agreement shall not operate as a waiver 

of such right, power or remedy. A waiver of any breach of any provision of this Agreement 

shall not be effective unlt:tl>S lllal waiv�:r is iu wriliny and is signed by the Party against whom 

that waiver is claimed. 

24.2 Any waiver by either Party of performance of any obligation in this Agreement on the part of 

the other Party will not affect the right of the first named Party to require strict compliance of 

the other Party with any other obligation in this Agreement and shall not be, or be deemed to 

be, a waiver of any other or subsequent breach. 

25. Term 

25.1 Effective Date 

Subject to the granting of all necessary governmental approvals, this Agreement shall 

commence on July 16, 2013 (the Effective Date) and shall remain in full force and effect 

until terminated in accordance with the provisions of clause 26. 

25.2 Status of tickets on termination 

(a) The Marketing Party in respect on any Code-shared Flight will not market, offer for 

sale, or sell, any further tickets on that Code-shared Flights from the date on which the 

Agreement is terminated. 

(b) The Parties agree to honour tickets issued by either Party prior to the termination of 

the Agreement, for transportation on a Code-shared Flight subject to mutually 

agreeable terms. 

26. Termination 

26.1 Termination without cause 

This Agreement may be terminated by either Party: 

(a) at any time following the Effective Date upon giving at least six (6) calendar months 

written notice to the other party; and 

(b) immediately without written notice in the event any requisite government approval, 

authority, licence or permit necessary for the operation is revoked or withdrawn. 

(c) At any time by mutual agreement of the Parties. 

26.2 Event of Default 

Code Sharing Agreement lor a free-sale codeshare between 86 and SA 22 
In this clause 26 (Termination), an Event of Default will occur in respect of a Party (the 

Defaulting Party) if: 

(a) it commits any breach of this Agreement and does not remedy same within one (1) 

calendar month of receipt of written notice of such breach from the other Party (the 

Non-Defaulting Party); 

(b) it is subject to an Insolvency Event; 

(c) either: 

(i) that Party's Air Operators Certificate or International Air Services Licence or any 

equivalent or replacement certificate or licence is suspended, revoked or 

expires without being replaced; or 

(ii) it materially breaches any civil aviation safety obligation (whether imposed by 

statute, regulation or otherwise by a Competent Authority); 

26.3 Termination by Default 

Either Party may, by written notice to the other Party, immediately terminate this Agreement 

if an Event of Default occurs under any of clauses 26.2(a), 26.2(b), or 26.2(c). 

26.4 Consequences of termination 

(a) In the event of termination, the terminating Party shall incur no liability for any 

expenses, costs or damages of any kind incurred by the other Party as a 

consequence of such termination or any compensation by reason thereof as long as 

the notice of termination is given in accordance with the provisions of this Agreement. 

(b) The termination of this Agreement howsoever caused will be without prejudice to any 

obligations, rights or liabilities of any of the Parties which have accrued prior to the 

date of such termination or claims which a Party may have against the other for prior 

breach of this Agreement and will not affect any provision of this Agreement which is 

expressly or by implication provided to come into effect on or continue in effect after 

such termination. 

26.5 Merger or change of control 

In the event that after the Effective Date either Party acquires or gains controls of another 

entity which is engaged in air transportation or merges with such other entity or if the direct 

or indirect beneficial ownership of either Party is acquired or becomes held by a legal entity 

that is not a party to this Agreement, it shall without delay inform the other Party of any 

potential acquisition (to the extent such potential acquisition is publicly known), acquisition of 

control or like transaction as soon as it may legally do so. The other Party, then, shall have 

the rights to review this Agreement or at its option to terminate this Agreement on at least 30 

days written notice to the other Party. The effect and consequences of termination will be in 

accordance with clause 26.4. 

27. Confidential information 

27.1 Confidential lnformation 

Subject to clause 27.2, and in accordance with the Non-Disclosure Agreement signed by the 

Parties on December, 2, 2010, each Party will at all times keep confidential all information of 

Code Sharing Agreement for a free·sare codes hare between B6 and SA 23 
whatever nature which has been or may be received or obtained as a result of negotiating, 

entering into or performing this Agreement which: 

(a) relates to this Agreement, the provisions, or subject-matter of this Agreement; or 

(b) is identified as being information that would reasonably be understood as being 

confidential information and which pertains to either Party and their respective 

business operations, 

and will not directly or indirectly make or allow any disclosure or use to be made of the 

Confidential Information, and will use all reasonable endeavours to prevent the use or 

disclosure of Confidential Information by any person. 

27.2 Exceptions 

The obligations contained in clause 26.1 do not apply to: 

(a) disclosures that are reasonably required by a Party to obtain or maintain any 

regulatory approvals or consents necessary in relation to this Agreement; 

(b) disclosures to directors, officers or employees of the Party, whose function requires 

that such information is disclosed to the same for the purposes of or in connection with 

this Agreement; 

(c) disclosures to legal advisers, bankers, auditors and other consultants of the Party 

requiring the information for the purposes of advising that Party in connection with this 

Agreement; 

(d) disclosures with the prior written consent of the Party who supplied the information; 

(e) information which is lawfully in the possession of the recipient of the information 

through sources other than the Party who supplied the information free of restriction as 

to its use or disclosure; 

(f) disclosures to any tax authority; or 

(g) disclosures required by law or a stock exchange, and then only after advising the other 

Party of that requirement; 

(h) if the information is strictly and necessarily required to be disclosed in connection with 

either legal proceedings or applications to any regulatory bodies or authorities relating 

to this Agreement, and then only after advising the other Party of that requirement 

(save that no such notification will be required where such notification is prohibited by 

law); or 

(i) to the extent that the information is or becomes available in the public domain without 

breach by a Party of its confidentiality obligations under this clause. 

27.3 Disclosure of Information 

A Party disclosing Confidential Information under clauses 27.2 (a), (b) or (c) must use all 

reasonable endeavours to ensure that persons receiving Confidential Information from it do 

not disclose the information except in the circumstances permitted in clause 27.2 and shall, 

where able to do so, inform the non-disclosing party of the planned disclosure in advance of 

the disclosure. 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 24 
27.4 Use of Information 

Each Party may only use the Confidential Information to the extent necessary to obtain the 

benefit of, or to carry out obligations under this Agreement but for no other purpose 

whatsoever. 

27.5 Return of information 

Following termination of this Agreement, each Party will (upon request by the other Party) 

immediately deliver to the other Party or, with the written consent of the other Party, destroy 

all Confidential Information (including all copies or reproductions of the same and all material 

referring to any Confidential Information) within that Party's possession or control (with the 

exception of board papers and all other records that the Party is by law obliged to retain) or 

in the possession or control of persons who have received Confidential Information from it 

under clauses 27.2(a), (b) or (c), together with a certificate signed by an authorised person of 

the relevant Party confirming that the information returned or destroyed (as the case may be) 

comprises (with the exception of board papers and all other records that the Party is by law 

obliged to retain) all the Confidential Information held by that Party. 

27.6 Survival of obligations 

This clause will continue to bind a Party notwithstanding that it may have withdrawn from this 

Agreement or otherwise ceased to be a Party or this Agreement shall have terminated. 

28. Non-exclusive Agreement 

This is a non-exclusive Agreement and does not prevent either Party from entering into or 

maintaining existing marketing arrangements or code-share arrangements with any other 

airline. 

29. Notices 

29.1 All notices given in accordance with this Agreement (except where otherwise noted herein 

with respect to the day-to-day cooperation and communication of the Parties in working 

together on this code share partnership) shall be hand delivered or sent by first class, 

certified mail (return receipt requested) or by express overnight courier service or by 

facsimile transmission. Notices shall be addressed as follows: 

(a) In the case of JetBiue Airways to: 

JetBiue Airways Corporation 

27-01 Queens Plaza North 

New York, NY 1 1 101 

Attn: Director, Alliances & Airline Partnerships 

With a copy to: the General Counsel at the same address 

Facsimile:

(b) In the case of South African Airways to: 

South African Airways 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 25 

Redacted
Jones Road 

Airways Park 

Private Bag X 13 

OR Tambo International Airport 

South Africa 

1627 

Attn: Executive Manager Alliances 

Facsimile: 

29.2 Any changes to the above addresses or numbers shall be immediately notified in writing to 

the other Party. 

29.3 A notice that is hand delivered shall be deemed delivered upon such hand delivery. A notice 

sent by mail shall be deemed to be delivered seven (7) business days after the date of 

mailing. A notice sent by facsimile shall be deemed to be delivered on the business day 

following transmittal, provided such transmittal was confirmed (either by the Party receiving 

such transmittal or by machine confirmation). 

30. Successors and assigns 

30.1 Successors 

This Agreement is to be binding on and enure for the benefit of the Parties and their 

respective successors and permitted assigns (which shall include any successor by merger, 

consolidation or transfer, or purchase of substantially all the assets of either Party). 

30.2 No Assignment without consent 

Neither Party may assign or transfer all or part of their respective rights or obligations under 

this Agreement without the prior written consent of the other Party. 

31. Modifications, amendments and waivers 

At any time, to the extent permitted by law: 

(a) the Parties may, by written agreement, modify, amend or supplement any term or 

provision of this Agreement; and 

(b) any term or provision of this Agreement may be waived in writing by the Party which is 

entitled to the benefits of that term or provision. 

32. No third party beneficiary 

Nothing in this Agreement is intended, or shall be construed, to confer upon or give any 

person other than the Parties and their respective successors and permitted assigns, any 

rights or remedies under or by reason of this Agreement. 

33. Severability 

If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any 

reason, the relevant provision shall be deemed to be modified to the extent necessary to 

remedy such unenforceability, illegality or invalidity or if this is not possible then such 

Code Shamg Agreement for a free-sale codeshare between B6 and SA 26 

Redacted
provision shall be severed from this Agreement, without affecting the enforceability, legality 

or validity of any other provision of this Agreement. 

34. Entire agreement 

From the Effective Date this Agreement constitutes the entire understanding and agreement 

of the Parties in relation to the matters set out herein. Accordingly, this Agreement 

supersedes and extinguishes all prior agreements and understandings between the Parties 

in relation to those matters, including the Code-Sharing Agreement dated January 21, 201 1. 

35. Miscellaneous 

35.1 Government Regulations 

The terms and conditions of this Agreement shall always be in accordance with the law 

(including government rules, regulations and orders) of the countries of the Parties or of 

other countries concerned or interstate conventions and I or arrangements. If such is not the 

case, the Parties shall confer in order to amend the Agreement to the required extent or to 

find jointly any other solution suitable to the continuation of the Code-shared Flights. 

35.2 Counterparts 

This Agreement may be executed simultaneously in counterparts, each of which shall be 

deemed to be an original, but all of which together shall constitute one and the same 

instrument. 

35.3 Consultation 

The Parties agree that the management and personnel of each Party shall consult and cooperate with each other to ensure uninterrupted and efficient operation of the Code-shared 

Flights pursuant to this Agreement, including designation of persons or officers to give and 

receive the various notices permitted under this Agreement. 

35.4 Governing Law 

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

of New York. 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 27 
Execution 

Executed as an agreement. 

JetBiue Airways Corporation by 

Robin Hayes 

Executive Vice President & Chief 

Commercial Officer 

South African Airways (SOC) L TO by 

Name: Manoj Papa 

Title: al Manager Commercial 

Date: / .,_.,.\->\.,_0,� 

South African Airways (SOC) L TO by 

Title: Head of Alliances 

Date: 

Code Sharing Agreement lor a tree-sale codeshare between 86 and SA 28 
Appendix A: Code-shared Flights 

to the Code Share Agreement effective as of July 16, 2013, between Jet81ue Airways (86) and South 

African Airways (SA). 

1. General 

1.1 This Appendix will remain in force until altered by mutual agreement. 

1.2 Terms not defined in this Appendix shall have the meaning attributed to them in the 

Agreement. 

1.3 The Parties may, by mutual consent and without the requirement to formally amend the 

Code Share Agreement, add, discontinue, or substitute one or more city pairs on which they 

are or will operate Code Share Flights in accordance with the terms of this Agreement, 

subject to Government approval. 

2. Code Share Schedule Operations 

2.1 The Parties shall: 

(a) dedicate the SA flight number range of 7329- 7399 for use on SA* flights operated by 

86;and 

(b) dedicate the 86 flight number range of 5200- 5299 for use on 86* flights operated by 

SA; and 

(c) establish an automated transfer of flight schedule information between both Parties to 

allow efficient loading by both Parties of the Code-shared Flights prior to filing with 

OAG. For the purposes of clarity, the existing FTP transfer process tor SSIM tiles will 

be maintained for the bi-lateral Codeshare; and 

(d) establish a communication procedure to advise the other Party of passenger reaccommodation plans in the event of schedule changes involving a Code-shared 

Flight. 

3. Schedules and Equipment Changes 

3.1 The Operating Party shall inform the Participating Party by SSIM exchange, telex or e-mail 

of any planned schedule changes or major aircraft substitutions it may be required to make 

from time to time, as soon as reasonably possible to the following addresses: 

45+ Days 3-44 days 0-3 days 

from from departure from departure 

departure 

B6toSA FTP SSIM FTP SSIM Exchange 

Exchange or 

email to 

SA to 86 FTP SSIM FTP SSIM Exchange Email to 

or 

Code Sharing Agreement for a free-sale codeshare between 86 and SA 

Redacted

Redacted Redacted Redacted
Exchange email to 

4. Code-shared Routes 

with a copy to 

Subject to all necessary regulatory approvals the Parties agree to place their respective 

designator codes on select flights in the markets listed below 

The Parties further agree that each may add or discontinue codeshare service within the 

Codeshare Routes listed below, as well as add or delete the Codeshare Routes themselves, 

as may be mutually agreed, without formally amending this Appendix subject to the required 

regulatory approvals being in place. The Parties agreement to effect such changes shall be 

evidenced by both South African Airways and JetBiue publishing such changes in the Airline 

Guides, CRSs or Reservations Systems. 

86 designator code on flights operated by SA 

JFK-JNB JNB-JFK 

IAD-DKR DKR-IAD 

IAD-JNB JNB-IAD 

JNB-CPT CPT-JNB 

JNB-OUR DUR-JNB 

JNB-ELS ELS - JNB 

JNB - PLZ PLZ- JNB 

SA designator code on flights operated by 86 

BOS-IAD IAD-BOS 

JFK-IAD IAD-JFK 

JFK-AUS 

JFK-BOS BOS-JFK 

JFK-CLT 

DEN-JFK 

JFK-FLL FLL-JFK 

JFK-LAS LAS-JFK 

Code Sharing Agreement for a free-sale codeshare between B6 and SA 

2 

Redacted Redacted
JFK-LAX 

JFK-MCO 

JFK-MSY 

JFK-ORD 

JFK-RDU 

JFK-SAN 

JFK-SEA 

JFK-SFO 

JFK-TPA 

5. Validity 

LAX-JFK 

MCO-JFK 

ORD-JFK 

PDX-JFK 

PHX-JFK 

RDU-JFK 

SAN-JFK 

SEA-JFK 

SFO-JFK 

TPA-JFK 

This Appendix becomes effective from the Effective Date and shall remain in force until 

amended in writing by the Parties. 

Code Shari'lg Agreement for a free-sale codeshare between B6 and SA 

3 
JetBiue Airways Corporation by 

Name: Robin Hayes 

Chief Commercial Officer 

Date: \ � h- -� '\ 1.

 �\) \ I 

Code Sharing Agreement for a free-sale codeshare between 86 and SA 

South African Airways (SOC) L TO by 

Name: Manoj Papa 

Acting General Manager Commercial 

Date: 'l.<:h \�'• 

Date:_�'-+-'� 

4