BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C.

 

 ) 

Joint Application of ) 

 ) 

JetBlue Airways Corporation ) Docket DOT-OST-2015-_______ 

 ) 

and ) 

 ) 

Icelandair ehf . ) 

For Statements of Authorization ) 

Pursuant to 14 C.F.R. Part 212 Code-sharing ) 

 ) 

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION 

AND ICELANDAIR EHF. FOR BLANKET STATEMENTS OF AUTHORIZATION 

Communications with respect to this document should be directed to: 

Jonathan A. Fuchs 

General Counsel – The Americas 

Icelandair ehf. 

908 4th Avenue 

Brooklyn, NY 11232 

212-380-6753 

jonathan@icelandair.is 

James G. Hnat 

Executive Vice President 

 General Counsel & Government Affairs 

Robert C. Land 

Senior Vice President Government 

 Affairs & Associate General Counsel 

Adam L. Schless 

Director, Aircraft Transactions & 

 International Counsel 

JetBlue Airways Corporation 

1212 New York Avenue 

Suite 1212 

Washington, DC 20005 

(202) 715-2557 

J. Parker Erkmann 

Jonathan B. Hill 

Cooley LLP 

1299 Pennsylvania Ave., NW 

Washington, DC 20004 

(202) 842-7800 

(202) 842-7899(fax) 

perkmann@cooley.com 

jhill@cooley.com 

 

Counsel for JetBlue Airways Corporation 

February 6, 2015 
1 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C.

 

 ) 

Joint Application of ) 

 ) 

JetBlue Airways Corporation ) Docket DOT-OST-2015__________ 

 ) 

and ) 

 ) 

Icelandair ehf . ) 

For Statements of Authorization ) 

Pursuant to 14 C.F.R. Part 212 Code-sharing ) 

 ) 

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION 

AND ICELANDAIR EHF. FOR BLANKET STATEMENTS OF AUTHORIZATION 

 JetBlue Airways Corporation (“JetBlue”) and Icelandair ehf. (“Icelandair”), a flag carrier 

of Iceland, (together, the “Joint Applicants”) hereby apply for blanket statements of authorization 

pursuant to 14 C.F.R. Part 212 authorizing the following codeshare services: (1) the display of 

JetBlue’s B6* designator code on flights operated by Icelandair between any point or points in 

the United States and any point or points in Iceland (either nonstop or via intermediate points) 

and beyond to any point or points in any third country; and (2) the display of Icelandair’s FI* 

designator code on flights operated by JetBlue between Icelandair’s U.S. gateways and any point 

or points in the United States in conjunction with foreign air transportation of passengers held 

out by Icelandair. 

On January 1, 2015, the Joint Applicants entered into a Code Share Agreement 

(“Codeshare Agreement”) for the purpose of transporting passengers to and from points served 

by both JetBlue and Icelandair and thus extending the range of their services to the mutual 

benefit of the traveling public and the Joint Applicants.1

 A list of the initial code-sharing routes 

 

1 A copy of the Codeshare Agreement, with certain sensitive commercial information 

redacted, is attached hereto as Exhibit 1. Annexes 2 and 3 have been omitted because they 
2 

is attached hereto as Annex 1 to Exhibit 1.2

 JetBlue and Icelandair plan to initiate the proposed 

codeshare services on the routes listed in the Annex on or about April 1, 2015. 

The Joint Applicants respectfully request that the Department award the requested 

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

that regard, JetBlue 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, the Joint Applicants respectfully state as follows: 

1. Approval of this application is consistent with applicable bilateral and multilateral 

air transport agreements and the public interest. The proposed codeshare services are consistent 

with the terms of the U.S.-European Union Air Transport Agreement, as amended.3

 These 

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

United States and Iceland and beyond. 

2. Approval of this application is consistent with long-standing precedent and 

Department policy. The Department has consistently granted applications for Statements of 

Authorization involving implementation of various codeshare/block space arrangements where 

those arrangements were procompetitive and in the public interest. This Application satisfies 

that standard, as it will enable Icelandair and JetBlue to offer the flying public an enhanced 

network and more services. In addition, the Department has confirmed in its international 

 

contain sensitive commercial information; Annexes 4-8 have been omitted because they contain 

technical information.

2

 JetBlue and Icelandair request that the Department treat this application as the 30-day 

notice of the codeshare service set forth in Annex 1 of Exhibit 1 that is required under the 

standard terms and conditions of an approved Statement of Authorization. 

3 Although Iceland is not a member state of the European Union, it has now become a 

party to the Air Transport Agreement signed by the United States of America and the European 

Community and its Member States on April 25 and 30, 2007, as amended by the Protocol on 

June 24, 2010 (collectively “the U.S.-EU Agreement, as amended”). Iceland acceded to the 

U.S.-EU Agreement, as amended, on June 21, 2011. See Accession of Norway and Iceland to 

U.S.-EU Agreement, as amended (Jun. 21, 2011). Article 10, §7 of the U.S.-EU Agreement, as 

amended, provides for cooperative marketing agreements, such as code-sharing agreements with 

“any airline or airlines of the Parties”. 
3 

aviation policy statement that codeshare/block space arrangements are in the public interest as 

they provide the benefits of increased service and competition: 

Code sharing and other cooperative 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). 

3. JetBlue4

 and Icelandair5 already hold the broad underlying authority to conduct 

operations on the codeshare routes, and thus only a Statement of Authorization is required to 

institute these services. Pursuant to Rule 24 of the Rules of Practice, the Joint Applicants request 

that the Department take official notice of prior proceedings and authorities demonstrating their 

fitness to provide the requested transportation. 

 4. Pursuant to DOT’s Notice in the Matter of Blanket Notification of Code-Share 

Service to Open-Skies Partners and Points dated February 9, 2009, the Joint Applicants hereby 

provide blanket notice of their intent to engage in codeshare services between open skies points. 

JetBlue and Icelandair also agree to notify the Department no later than 30 days before 

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

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

 

4

 JetBlue holds certificate authority issued by the Department authorizing it to engage in 

scheduled interstate air transportation of persons, property and mail between any points in the 

United States, see Order 2000-2-7, as well as certificate authority for foreign air transportation to 

open skies countries, see Order 2007-7-3. 

5

 Icelandair holds a foreign air carrier permit issued pursuant to Order 2012-4-28 which 

authorizes Icelandair to provide scheduled foreign air transportation of persons, property and 

mail from points behind Iceland, via Iceland and intermediate points, to a point or points in the 

United States, and beyond the United States. See Order 2012-4-28 in Docket DOT-OST-2012-1-

26. Icelandair, which holds full IATA Operational Safety Audit (IOSA) certification, 

incorporates by reference the fitness information contained in docket DOT-OST-2012-1-26. In 

addition, the Department has previously approved Icelandair to provide codeshare services in the 

United States. See NOAT, in Docket 2010-0109 (May 7, 2010).
4 

 5. JetBlue and Icelandair 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 Icelandair accept the Department’s standard conditions on codesharing 

services. 

 6. JetBlue states that this application will have no effect on its Civil Reserve Air 

Fleet commitments. All flights will be operated with Stage 3-compliant aircraft, and because 

JetBlue will be placing its B6* designator code on Icelandair’s currently operated flights and 

Icelandair will be placing its FI* designator code on JetBlue’s currently operated flights, 

approval of this application will not result in the near-term consumption of ten (10) million or 

more gallons of fuel. 

 WHEREFORE, the Joint Applicants respectfully request that the Department issue 

blanket Statements of Authorization authorizing: (1) the display of JetBlue’s B6* designator 

code on flights operated by Icelandair between any point or points in the United States and any 

point or points in Iceland (either nonstop or via intermediate points) and beyond to any point or 

points in any third country; and (2) the display of Icelandair’s FI* designator code on flights 

operated by JetBlue between Icelandair’s U.S. gateways and any point or points in the United 

States in conjunction with foreign air transportation of passengers held out by Icelandair; that the 

Department waive its advance notice provisions; and that the Department grant such other or 

further relief as it deems appropriate and consistent with the public interest. 

6 

CERTIFICATE OF SERVICE 

 I hereby certify that a copy of the foregoing Joint Application of JetBlue Airways 

Corporation and Icelandair ehf. for Statements of Authorization was served this 6th day of 

February, 2015 via email transmission on the following: 

 

Jeremy.Ross@alaskaair.com 

dheffernan@cozen.com

abigail.donovan@aa.com 

francis.heil@aa.com 

howard.kass@aa.com 

robert.wirick@aa.com 

sascha.vanderbellen@delta.com 

chris.walker@delta.com 

dan.weiss@united.com 

Thomas.bolling@united.com 

steve.morrissey@united.com 

gmurphy@crowell.com 

slachter@cozen.com 

nssparks@fedex.com 

anbird@fedex.com 

matwood@cozen.com 

anita.mosner@hklaw.com 

rpommer@atlasair.com 

robert.finamore@dot.gov 

brett.kruger@dot.gov 

brian.hedberg@dot.gov 

ben.taylor@dot.gov 

john.s.duncan@faa.gov 

john.y.chen@faa.gov 

englets@state.gov 

finstonma@state.gov 

cristinasa@state.gov 

info@airlineinfo.com 

 

 Erin Combs 
EXHIBIT 1
CODESHARE AGREEMENT 

This CODESHARE AGREEMENT (this "Agreement"), is made on the 151 of January, 2015 

BETWEEN 

AND 

WHEREAS 

THEREFORE 

JetBiue Airways Corporation, a corporation organized under the laws of the State of 

Delaware, United States of America, having its principal office at 27-01 Queens Plaza 

North, Long Island City, New York 11101, United States of America ("JetBiue" or 

"JetBiue Airways" or "86"), 

lcelandair, a corporation organized under the laws of Iceland, having its principal office 

at Reykjavik Airport, 101 Reykjavik Iceland ("lcelandair'' or "FI") 

B6 and Fl wish to establish the arrangements for a BILATERAL codeshare relationship 

between the Parties such that: 

1. Certain flights operated by B6 shall carry both the B6 and Fl airline designators 

and both B6 and Fl may sell seats on such flights; 

2. Certain flights operated by Fl shall carry both the Fl and B6 airline designators 

and both Fl and B6 may sell seats on such flights; 

thus extending the range of services available to the travelling public to the mutual 

benefit of both JetBiue and lcelandair. 

In consideration of the mutual covenants and promises contained in this Agreement, 

JetBiue and lcelandair hereby agree as follows: 

1. Definitions and Interpretation 

1.1 In this Agreement, except where the context otherwise requires: 

(a) Terms with their initial letters capitalized shall have the meanings ascribed to 

them in Appendix A of this Agreement or where they are elsewhere defined 

herein (including the Annexes hereto). Such ascribed meanings shall be equally 

applicable to both the singular and plural forms of such terms. JetBiue and 

lcelandair may each be referred to as a "Party'' and may collectively be referred 

to as the "Parties"; 

(b) The headings of Articles are for convenience only and shall not be used to 

interpret provisions of this Agreement or otherwise affect the substantive 

provisions; 
(c) Any reference to a person includes natural persons, corporate bodies, 

partnerships, firms, unincorporated bodies, governments, government and 

other public authorities and all legal persons whatsoever; 

(d) Airport and city names are denoted by their three-letter code as defined in the 

latest edition of lATA's Airline Coding Directory; and 

(e) In the event of any inconsistency between the Articles of this document and any 

Annex, this document shall prevail to the extent of the inconsistency. 

1.2 The Parties agree that accepted industry procedures and agreements relating to the 

interlining of passengers and baggage, including those set forth in "lATA Resolution 780 

Interline Traffic Agreement- Passenger" for all international carriage shall apply to the 

provision of air transport and the related transactions contemplated by this Agreement, 

except to the extent that they are inconsistent or conflict with the terms of this 

Agreement, the Interline Traffic Agreement, and its successor agreements, as signed by 

the Parties on REDACTED , or are inconsistent with Applicable law. 

1.3 Where used in connection with passenger and baggage transportation, any terms used 

but not defined in this Agreement shall have the meaning, where applicable, consistent 

with the "lATA Resolution 780 Interline Traffic Agreement- Passenger." 

Detailed procedures for implementing this Agreement will be set forth in the Annexes, 

which will be prepared by the parties in conjunction with this agreement and is 

incorporated by reference. The Annexes, including any amendments or supplements 

thereto agreed in writing between the Parties from time to time, shall be incorporated 

by reference into and made a part ofthis Agreement; provided, however, that the terms 

of this Agreement shall prevail in the event of a conflict between a provision of this 

Agreement and any provision of the Annexes. 

2. Government Approvals and Commencement 

2.1 Subject to Article 2.2, 86 and Fl, with effect from the date established for 

commencement of Codeshared Flights and by agreement of both Parties, shall operate 

Codeshared Flights in respect of the Codeshared Routes specified in Annex 1. 

2.2 Each Party agrees to file with the relevant Government Authorities, and agrees to 

support the other Party's applications for any statements of orders, authorization, 

licences, certifications, exemptions, designations or other Government Approvals as 

may be necessary to permit the transactions contemplated by this Agreement, including 

the use of the Marketing Carrier's Code, along with that of the Operating Carrier, on the 

Codeshared Flights. The implementation of this Agreement is subject to each Party 

obtaining all necessary Government Approvals. 

2.3 Notwithstanding any of its other provisions, this Agreement shall be subject to the 

orders, directives, rules and regulations of any applicable Government Authorities. 
2.4 The Marketing Carrier agrees that, notwithstanding any provision of this Agreement to 

the contrary, the Codeshared Flights shall be conducted by the Operating Carrier in 

accordance with all Applicable Laws. 

3. Implementation and Expenses 

3.1 Implementation of this Agreement shall be subject to the following conditions 

precedent: 

(a) the execution of Special Prorate Agreement{s), as needed, 

(b) the execution of a Mutual Emergency Assistance Agreement, in form and 

substance satisfactory to JetBiue and lcelandair; 

(c) receipt by to JetBiue and lcelandair of all necessary Government Approvals; 

(d) successful completion by the Parties of the lATA Operational Safety Audit (IOSA) 

registration as may be required for Government Approvals; 

(e) successful testing and activation of Codeshared Flight reservations, ticketing, 

check-in and passenger processing automation, as may be agreed by Parties in 

writing. 

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement, 

including, without limitation, costs and expenses associated with the following, unless 

otherwise agreed in writing between the Parties: 

(a) any systems to support the automation of procedures and settlement relating 

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

accounting, etc.), including routine maintenance thereof, and 

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

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

order to facilitate travel on the Codeshared Flights, where permitted by relevant 

airport authorities. 

3.3 Each Party shall retain all right, title and interest in systems, software, signage, 

equipment and facilities funded by it. Ownership of jointly funded items shall be 

determined by the Parties in advance of each specific project. 

4. Codeshare Service 

4.1 The Parties shall mutually designate certain flights of JetBiue on which lcelandair shall 

place its Fl Code, and certain flights of lcelandair on which JetBiue shall place its BG Code 

(each, for clarity, a "Codeshared Flight"), which may include flights operated by either 

Parties' authorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each 

city-pair, for clarity, a "Codeshared Route") identified in writing by the Parties. The 

initial list of Codeshared Routes on which the Parties and their authorized Affiliates and 

Authorized Wet Lessors may codeshare is attached hereto as Annex 1. The Parties may, 

from time to time and without formally amending this Agreement, amended the list of 

Codeshared Routes by the agreement of the Parties as reflected in a document signed 

by duly authorized representatives of both Parties. 

4.2 On all Codeshared Flights operated with JetBiue aircraft, JetBiue Airways shall be 

deemed to be the Operating Carrier and lcelandair shall be deemed to be the Marketing 
Carrier. On all Codeshared Flights operated with lcelandair aircraft, lcelandair shall be 

deemed to be the Operating Carrier and JetBiue Airways shall be deemed to be the 

Marketing Carrier. 

4.3 Each Party shall provide to the Codeshared Passengers, at a minimum, the same 

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

class of service, which standard shall, in any event, be reasonably in accordance with the 

standards of customer service established by the other Party for the comparable class of 

service on its flights. Minimum customer service standards, general passenger service 

procedures, and policies for the Codeshared Flights, including baggage services, are 

detailed in the Annexes. 

4.4 The Parties shall, to the extent legally permissible by Applicable Law, use commercially 

reasonable efforts to coordinate their service schedules to maximize the convenience, 

and minimize the waiting time of passengers making connections between the 

Codeshared Flights and other flights operated by the Parties; provided, however, that 

neither Party is obligated to operate specific flights or service schedules and each Party 

retains the right to determine the service schedules of its own flights. 

4.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, 

without formally amending this Agreement. Either Party may, in its sole discretion, 

discontinue Codeshared Flights without formally amending this Agreement. The Parties 

agreement to effect such changes shall be evidenced by both Parties publishing such 

changes in the Airline Guides, CRSs or Reservations Systems. The Parties reserve the 

right to discontinue any specific route, flight number, equipment or schedule. In the 

event of such discontinuation, the Operating Carrier shall notify the Marketing Carrier as 

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

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

Reservations Systems, and other sources of airline schedule information. 

4.6 Except as otherwise provided in the Annexes, in the event of any flight cancellation or 

other schedule irregularity, involuntary rerouting or denied boarding by the Operating 

Carrier with respect to a Codeshared Flight, the Operating Carrier shall: 

(a) ensure that all passengers shall be handled in accordance with the same policies 

and procedures to avoid any discrimination against a Codeshared Passenger; 

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

rerouting or denied boarding is caused by either the Marketing Carrier or a third 

party), accommodate and/or pay denied boarding compensation or otherwise 

compensate Codeshared Passengers, in the same manner as its own passengers 

and subject to the provisions of the Annexes and Applicable Law; and 

(c) notify the Marketing Carrier in accordance with the Annexes. 

4.7 The Marketing Carrier's Conditions of Carriage, including but not limited to its limits of 

liability to passengers, shall govern the transportation of Codeshared Passengers, and 

the Operating Carrier's Conditions of Carriage, including but not limited to its limits of 

liability to passengers, shall apply to those passengers traveling on the Codeshared 
Flights under the Operating Carrier's Code. The respective Conditions of Carriage of the 

Parties shall be notified to the passengers to the extent and in the manner required by 

Applicable Laws. The liability of the Parties to each other with respect to passenger /.2.... • ..\...-/ claims shall be governed by Sections16 and~ftieteietta-~utet!ilnmf6inttt.fl:i- ~ 

If--

4.8 If there is a change in the carrier scheduled to operate a Codeshared Flight, the 

Operating Carrier shall promptly notify the Marketing Carrier of such change. The 

Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers 

are notified of the change as soon as possible. If the Operating Carrier fails to notify the 

Marketing Carrier of a change or a change occurs within 36 hours of scheduled 

departure, the Marketing Carrier shall be deemed to have insufficient time to notify 

Codeshared Passengers of the change. The Marketing Carrier may thereupon continue 

to notify Codeshared Passengers of the change in accordance with its customer service 

policies if it is able to do so but the Operating Carrier shall take primary responsibility for 

notifying all Codeshared Passengers still booked under the Marketing Carrier's Code of 

the change at time of check-in. In the event re-accommodation is necessary either 

because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, 

or because a Codeshared Passenger who is notified of such a change elects not to travel 

on the substituted carrier, the notifying carrier shall at its own cost and expense reaccommodate the Codeshared Passenger unless the passenger seeks a refund in which 

event the Ticketing Carrier shall be responsible for making such refund in accordance 

with its fare rules, conditions of carriage and Applicable Law. 

4.9 The Operating Carrier shall ensure that each Codeshared Flight shall be operated under 

its operating certificate or under the operating certificate of an authorized Affiliate or 

Authorized Wet Lessor. Notwithstanding anything in this Agreement to the contrary, 

the Operating Carrier may, at its sole discretion, operate any or all of the Codeshared 

Flights with aircraft operated under the operating certificate of a third party carrier (an 

"Authorized Wet Lessor'') and wetleased by such Authorized Wet Lessor to the 

Operating Carrier for the purpose of operating such Codeshared Flights (such 

Codeshared Flights hereafter to be referred to as "Wetleased Codeshared Flights"); 

provided, however, that 

(a) prior to operating any such Wetleased Codeshared Flights any Authorized Wet 

Lessor shall be approved by the Marketing Carrier in writing, which approval 

may be withheld in the Marketing Carrier's sole discretion; 

{b) the Operating Carrier and such Authorized Wet Lessor shall comply with 

Applicable Laws with respect to such Wetleased Codeshared Flights; 

(c) the applicability of this Section 4.8, as to Authorized Wetleased Lessor shall be 

subject to the Parties receiving all Governmental Approvals with regard to such 

Wetleased Codeshared Flights and to a successful completion of the lATA 

Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor; 

(d) the Marketing Carrier may withdraw any approval as provided in Section 4.8 

(i) at any time in its sole discretion, and; 

(ii) such Wetleased Codeshared Flights (if any) shall be subject to all of the 

terms and conditions of this Agreement as if they are operated with 
aircraft operated under the operating certificate of the Operating 

carrier itself. 

(e) Notwithstanding anything herein to the contrary, 

(i) in the event the Authorized Wet Lessor does not successfully complete 

the IOSA registration or after initial successful completion of the IOSA 

registration at any time during the term of this Agreement does not 

maintain the IOSA registration or does not successfully complete any 

follow-up audits as required by the IOSA rules and regulations (as they 

are in force from time to time); the Marketing Carrier shall have the 

right, at the sole cost of the Operating Carrier, to conduct a reasonable 

safety and/or service review of the Authorized Wet Lessor's operations, 

manuals, and procedures reasonably related to the Wetleased 

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

as the Marketing Carrier shall reasonably request; and 

(ii) nothing in this Section 4.10 shall prevent the Marketing Carrier from, at 

its sole discretion and at its sole cost and expense, performing 

additional safety audits of such Authorized Wet lessor and the aircraft 

to be used for the operation of such Wetleased Codeshared Flights, and 

Operating carrier shall use reasonable efforts to cause the Authorized 

Wet Lessor to agree to such additional safety audits; provided, however, 

that such additional safety audits shall be performed at reasonable 

times and within a reasonable timeframe and without interrupting the 

Authorized Wet lessor's operations. 

4.10 This Agreement is limited to the carriage of commercial passengers who pay REDACTED 

REDACTED or more of the applicable published fare and any accompanying infants 

(i.e. aged less than two years and not occupying a seat on the flight) and their baggage. 

4.11 All reduced rate, travel industry-rebated transportation (including, without limitation, 

AD and ID transportation) on Codeshared Flights shall be administered by the Operating 

Carrier according to its own rules and procedures and according to the terms and 

conditions contained or referenced in any relevant agreements between the Operating 

Carrier and other parties, including the Marketing carrier. 

5. Inventory Control 

5.1 The availability of Codeshared Flights will be controlled by standard AVS messages of 

the Operating Carrier being sent to the Marketing Carrier. The Marketing Party will 

have access to the Operating Carrier's local inventory class availability through an 

automated computerized interface, which both Parties will maintain throughout the 

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

Flights. Detailed procedures for implementing and maintaining seat inventory access 

are contained in the Annex. 

5.2 The Parties will map inventory classes of the Marketing Party to inventory classes of the 

Operating Party for the Codeshared Flights. The Parties will endeavor to map the 

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

of the Operating Party to provide similar access for bookings made by the Marketing 
Party for passengers yielding comparable revenue values; it being understood, however, 

that the Operating Party retains ultimate control over the opening, closing and other 

management of seat inventory availability on Codeshared Flights. Each Party shall use 

legally permissible and commercially reasonable efforts to provide equal inventory 

access to Codeshared Passengers in inventory classes where such passengers yield 

comparable revenues as the Operating Carrier's passengers. Details regarding the 

implementation and maintenance of the class mapping are contained in the Annex. 

6. Fares, Taxes and Settlement 

6.1 This Section 6.1 shall govern the published fares offered on Codeshared Flights as 

follows: 

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

the Marketing Carrier for Codeshared Flights will at least match those of the 

Operating Carrier. 

(b) In the event of Marketing Carrier's breach of Sections 6.1 (a) or, the Operating 

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

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

Marketing Carrier or remove Marketing Carrier's Code from the flight(s) in 

question. 

(c) Nothing in this Agreement shall prevent the Marketing Carrier from (i) initiating 

and operating its own service in any origin and destination city pair at any time; 

or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline 

itineraries valid on airlines, other than the Marketing Carrier or the Operating 

Carrier, on any origin and destination city pair. 

6.2 Each Party shall establish fares and rates independently, subject to the provisions of the 

applicable air transport agreements between the United States, on the one hand, and 

the governments of any country to which the Parties shall provide service pursuant to 

this Agreement, on the other hand. 

6.3 The Marketing Carrier will pay to the Operating Carrier a sum in respect of its seat 

inventory on the Code Share Flights as set out at Annex 5. 

(a) Either Party has the right at any time to request an adjustment to the prices 

paid by the Marketing Carrier to the Operating Carrier in line with general 

market and economic conditions prevailing on the flight sectors served by the 

Code Share Flights. 

{b) Upon receipt of such request as referred to in Article 6.3 the Parties shall 

negotiate in good faith with respect to such request, any adjustment to be 

agreed in writing between the Parties. 

6.4 The accounting procedures to be followed by the Parties under this Agreement are set 

out at Annex 5. 

6.5 Each Party shall be liable for and shall pay on its own account any and all taxes, duties 

and assessments, or appropriate portion thereof, levied by any Government Authority 
resulting from their respective sale of seats on Codeshared Flights under this 

Agreement. 

7. Traffic Document Issuance and Financial Settlement 

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

traffic documents (tickets, Conditions of Carriage and related notices) which shall 

comply with all applicable laws, rules and regulations. 

7.2 Passenger traffic documents for use on the Codeshared Flights may be issued by either 

Party, or by third parties with whom the Parties from time to time have interline traffic 

agreements. 

7.3 All Marketing Carrier flight coupons honored on Codeshared Flights shall be uplifted by 

the Operating Carrier, which is responsible for processing and billing of such documents 

as follows: 

(a) The Operating Carrier shall bill such uplifted flight coupons to the Ticketing 

Carrier using the normal interline settlement process of the lATA Clearing 

House. Subject to Section 7.3(b) and 7.3(c), Marketing Carrier flight coupons 

shall be treated for proration and billing purposes as if they showed the 

Operating Carrier's designator Code in the Carrier Code Box of the Marketing 

Carrier flight coupons. Such Marketing Carrier flight coupons will be prorated 

and billed according to the Special Prorate Agreement between the Operating 

Carrier and the Ticketing Carrier, or, in the absence of an applicable SpeCial 

Prorate Agreement, in accordance with the lATA Prorate Manual-Passenger 

("lATA PMP"), specifically lATA PMP Part 3 Section Band other sections thereof 

as applicable. 

(b) If the Operating Carrier does not have an interline traffic agreement with a 

Ticketing Carrier that issued a Marketing Carrier Ticket the Operating Carrier will 

bill such coupon to the Marketing Carrier as an exceptional item (i.e., via 

correspondence) and such coupons shall be valued for billing and proration 

purposes according to the Special Prorate Agreement in place between the 

Operating and Marketing Carrier or in the absence of such an agreement, in 

accordance with lATA PMP. 

(c) If the Operating Carrier has an interline traffic agreement with a Ticketing 

Carrier that issued a Marketing Carrier Ticket but is unable to obtain satisfactory 

settlement, the Marketing Carrier shall assist the Operating Carrier in settling 

such account but shall not be liable for any losses incurred due to an 

unsatisfactory settlement. 

7.4 The Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling 

Fee, as agreed between the Operating Carrier and the Ticketing Carrier; provided, 

however, if the Marketing Carrier or the Operating Carrier (or an Affiliate of the 
Marketing Carrier or the Operating Carrier, as applicable) is the Ticketing Carrier, then 

the agreed upon terms in Section 4.4 of Annex 5 shall apply. 

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

rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the 

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier 

with respect to all Marketing Carrier flight coupons. Unless otherwise agreed in writing 

by the Parties, such waiver shall be effective thirty {30) days before the Implementation 

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

Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed 

for travel after the Termination Date. 

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

rectified by written correspondence or a meeting between the Parties. 

8. Marketing and Product Display 

8.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under 

its Code and by the Operating Carrier under its Code. Each Party shall ensure that its 

respective advertising and promotions comply with all Applicable Laws. The Marketing 

Carrier shall comply with Applicable laws regarding the disclosure and holding out of 

Codeshared Flights provided for herein in the jurisdiction where such Applicable laws 

apply. The Marketing Carrier shall disclose to the extent required by Applicable law 

through industry-approved schedule and selling mechanisms (as defined in the Annex, 

to consumers, travel agents and others selling the Codeshared Flights, as well as 

through any advertising, point-of-sale disclosures, and any other appropriate means, 

that each Codeshared Flight is a flight of and operated by the Operating Carrier. Such 

information shall be given before a reservation is made and in any event at the earliest 

reasonable opportunity and before the passenger arrives at the airport, in accordance 

with Applicable Law. In addition, each Party shall use commercially reasonable efforts 

to implement procedures to disclose the Operating Carrier and the appropriate 

departure and arrival terminal at the earliest possible opportunity and in particular at 

the point of sale. 

8.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with 

Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of 

airline schedule information using the Marketing Carrier's Code. 

8.3 If the Marketing Carrier is not authorized to offer air transport services in a particular 

local Codeshared Route, the Marketing Carrier shall file its standard schedule data for 

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the Codeshared Flights on such Codeshared Route using the appropriate traffic 

restriction code as defined in the lATA Standard Schedules Information Manual, in order 

to suppress the display of the Marketing Carrier's Codeshared Flights on such local 

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

be limited to passengers connecting online to another flight marketed and/or operated 

by the Marketing Carrier). 

8.4 Unless otherwise agreed, all information and advertising materials produced with the 

aim of promoting the Codeshared Flights shall clearly identify both Parties. All joint 

advertising and promotion of the Codeshared Flights shall be subject to prior agreement 

between the Parties and the costs of such joint advertising and promotion shall be 

shared based on prior agreement. 

8.5 Each Party may use its own flight number in referencing the Codeshared Flights except 

that only the Operating Carrier's flight number shall be used in actual flight operations 

(e.g., air traffic control). 

8.6 Notwithstanding the provisions of this Section 8, it is the responsibility of the Marketing 

Carrier to ensure that all passengers booked under its Code are appropriately informed 

before a reservation is completed of the identity of the Operating Carrier of the 

Codeshared Flights. 

9. Facilities & Signage 

9.1 The Parties acknowledge the importance of maintaining functional and accurate signs 

identifying the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate 

passenger convenience and to avoid passenger confusion at airports served by the 

Codeshared Flights. The Parties shall cooperate on the placement of such signs, subject 

to the approval of the relevant airport authority or other lessors. 

10. Training 

10.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and 

expense, and in its sole discretion, all training of its personnel to facilitate the 

Codeshared Flights and operations at airports served by the Codeshared Flights, 

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

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

sales activities, and in-flight service involving the Codeshared Flights. 

10.2 The Parties shall, each in their own sole discretion, share any training materials (except 

trade secrets and legal advice) developed to support the Codeshared Flights. All 
intellectual property or similar rights to any materials exchanged shall remain with the 

Party who originally developed such materials. 

11. Security 

11.1 The Parties shall cooperate in matters of security procedures, requirements, and 

obligations at all airports served by the Codeshared Flights. 

11.2 The Operating Carrier reserves the right to apply the provisions of its own security 

programs to the carriage of all passengers, baggage and cargo on board the Codeshared 

Flights, provided that such security programs shall, at a minimum, comply with the 

standards set forth by the relevant Government Authorities and be reasonably 

acceptable to the Marketing Carrier, with the understanding that safety and security are 

of the utmost importance to both carriers. Such provisions may include any then 

applicable procedures used for the physical screening of passengers, baggage or cargo, 

interviewing of passengers, and/or selective loading of baggage or cargo. 

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

of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in 

lATA Resolution 701, as modified, supplemented or amended from time to time) shall 

be done in accordance with the procedures outlined in the Annex. 

12. Safety and Maintenance 

12.1 The Operating Carrier has operational control of the aircraft and final authority and 

responsibility concerning the operation and safety of the aircraft and its passengers, 

including Codeshared Passengers. The Operating Carrier shall have the absolute right to 

delay the departure of an aircraft, to cancel, divert or interrupt a Codeshared Flight, to 

decrease the authorized payload and/or to substitute an alternative aircraft type or 

equipment for any reason (including, without limitation, whenever safety, technical, 

operational reasons or adverse weather conditions so require). The Operating Carrier 

shall employ the same high standards of safety, security and loss prevention policies on 

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

in accordance with the Mutual Emergency Assistance Agreement in force between the 

Parties. 

12.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and 

owned aircraft, and for other equipment used in connection with the Codeshared 

Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with 

the standards imposed by the relevant aeronautical authorities. 

12.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the 

Operating Carrier's operations of Codeshared Flights, and/or to conduct a reasonable 

safety and/or service review of the Operating Carrier's operations, manuals, and 

procedures reasonably related to the Codeshared Flights (the "Marketing Carrier 
Reviews"), at such intervals as the Marketing Carrier shall reasonably request. The 

Marketing Carrier Reviews shall be coordinated with the Operating Carrier so as to avoid 

disruptions to the Operating Carrier's operations. Such reviews will be limited to areas 

that reasonably relate to the Operating Carrier's safety standards and service 

obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, THE 

MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR ASSUME ANY 

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

OPERATING CARRIER BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF 

LIABILITY ON THE PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S 

OPERATIONS. 

12.4 The results of the Marketing Carrier Reviews of the Operating Carrier conducted by the 

Marketing Carrier are confidential and will only be communicated to the Operating 

Carrier. The Marketing Carrier may only disclose the results of such audits to third 

parties with the written agreement of the Operating Carrier. 

12.5 The Operating Carrier shall maintain a current registration on the lATA Operational 

Safety Audit (IOSA) Registry as an IOSA Operator. The Operating Carrier shall approve a 

request to lATA by the Marketing Carrier for a copy of the most recent IOSA Audit 

Report (IAR) of the Operating Carrier, such IAR to be in lieu of, or in addition to, any 

audit provided for in this Section 12, at the sole discretion of the Marketing Carrier. 

12.6 The Operating Carrier's IAR is confidential and the Marketing Carrier may only disclose it 

to third parties with the written agreement of both lATA and the Operating Carrier. Any 

audit conducted by the Marketing Carrier is confidential and the Marketing Carrier may 

only disclose it to third parties with the written agreement of the Operating Carrier. 

12.7 Notwithstanding any other provision of this Section 12, the Operating Carrier is solely 

responsible for all aspects of its operations, including safety, security and service of the 

Code Share Flights. 

12.8 The Operating Carrier shall notify the Marketing Carrier within 24 hours of any accident, 

or serious or mandatory reportable incident occurring to its aircraft during operation of 

the Codeshared Flights. Such notification shall be followed, within thirty {30) days, by 

an initial investigation report provided by the Operating Carrier containing all pertinent 

facts of the event and any known causal factors. These requirements are in addition to 

any immediate emergency or disaster notification required under Section 3.1. The 

Marketing Carrier shall have the right, at its sole discretion and cost, to independently 

investigate any safety incident or accident which results in death or serious injury to 

passengers, or crew, or substantial damage to the Operating Carrier's aircraft. 

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

safety event where the Operating Carrier is obliged to notify its Civil Aviation Authority, 

or Regulatory body; 'serious injury' means any injury which results in hospitalization of 

the person for a period exceeding forty eight hours; The National Transportation Safety 

Board (NTSB) definition of "substantial damage" means damage or structural failure that 

adversely affects the structural strength, performance or flight characteristics of the 

aircraft, and that would normally require major repair or replacement of the affected 
components. (Not considered "substantial damage" are engine failure damage limited 

to the engine, bent fairings or cowlings, dented skin, small puncture holes in the skin or 

fabric, or damage to landing gear, wheel, tires, flaps, engine accessories, brakes or wing 

tips). 

12.10 The Operating Carrier's accident and incident reports are confidential and any safety 

investigation conducted by the Marketing Carrier is confidential. The Marketing Carrier 

may only disclose them to third parties with the prior written agreement of the 

Operating Carrier. 

13. Trademarks and Corporate Identification 

13.1 Except as provided in this Agreement: 

(a) JetBiue shall not use the lcelandair Marks; and 

(b) lcelandair shall not use the JetBiue Marks, 

without first obtaining the written approval of the other Party, and each Party shall 

comply with any directions of the owning Party in relation to any approved use. 

13.2 JetBiue acknowledges and agrees that it has no right, title or interest in the lcelandair 

Marks nor any part thereof. lcelandair acknowledges and agrees that it has no right, 

title or interest in the JetBiue Marks nor any part thereof. The logos, trademarks and 

trade names of each Party will remain at all times the applicable Party's exclusive 

property. 

13.3 Each Party agrees that should any right, title to or interest in the other Party's logo or 

any other part thereof, or in any copyright or trade mark of the other Party become 

vested in it (by operation of law or otherwise) by reason of this Agreement, it will hold 

the same in trust for the other Party and shall, at the request of the other Party, 

forthwith unconditionally assign any such right, title or interest to the other Party, or as 

the other Party may otherwise direct. 

14. Representations and Warranties 

14.1 Each of JetBiue Airways and lcelandair hereby represents and warrants to the other as 

follows: 

(a) It is a duly incorporated and validly existing corporation, in good standing under 

the laws of its jurisdiction of incorporation; is an air carrier duly authorized to 

act as such by the government of its country of incorporation; and has the 

requisite corporate power and authority to enter into and perform its 

obligations under this Agreement. The execution, delivery, and performance of 

this Agreement by it have been duly authorized by all necessary corporate 

action. This Agreement has been duly executed and delivered by it, and, 

assuming due authorization, execution, and delivery by the other Party hereto, 
this Agreement constitutes its legal, valid, and binding obligation, enforceable 

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

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

similar laws affecting creditors' rights generally, and the application of general 

principles of equity and public policy. 

(b) The execution, delivery or performance by it of this Agreement, shall not: (i) 

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

or regulation binding on it, or (B) any provision of its Charter, Certificate of 

Incorporation, Bylaws or other documents of corporate governance; or (ii) 

contravene, or cause a breach or violation of, any agreement or instrument to 

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

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

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

ability to perform this Agreement. 

(c) The execution, delivery and performance by it of this Agreement do not require 

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

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

respect of, any Competent Authority, any trustee or holder of any of its 

indebtedness or obligations, any stockholder or any other Person or entity, 

other than the Governmental Approvals, except where failure to obtain or take 

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

effect on the transactions contemplated in this Agreement. 

(d) Each of the foregoing representations and warranties shall survive the execution 

and delivery of this Agreement. 

15. Term and Termination 

15.1 This Agreement shall become effective on the date first written above ("Agreement 

Date") and shall remain in effect for a period of or until terminated 

pursuant to Section 15.2 (Termination Events), Section 20 (Force Majeure) or Section 26 

(Severability) (the "Initial Term"). At or prior to the expiration of the Initial Term the 

Parties may mutually agree to extend the term of this Agreement for an additional term 

of (the "Renewal Term"), which shall be subject to the termination rights 

as provided in the previous sentence. The Initial Term and the Renewal Term (if any) 

may collectively be referred to herein as the "Term". Implementation of this Agreement 

shall be on the Implementation Date, subject to the Parties' execution of the Mutual 

Emergency Assistance Agreement. 

15.2 In addition to any other termination rights provided herein, this Agreement may be 

terminated as follows: 

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

(b) at any time after the Anniversary of the Agreement Date by either 

Party upon providing at least month's prior written notice to the other 

Party; 

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

representation or warranty of this Agreement (other than a breach of a 

payment obligation under Section 6 of this Agreement or the failure to 

otherwise pay any sums due pursuant to this Agreement), including a failure to 

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comply with any material obligations and procedures set forth in the Procedures 

Manual, provided that the non-breaching Party provides the breaching Party 

prior written notice describing the alleged breach with as much particularity as 

reasonably practicable. Termination under this Section 15.2(c) shall not be 

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

following receipt of such notice. If such breach cannot be corrected within 

thirty (30) days following receipt of such notice, and the breaching Party so 

advises the non-breaching Party, the non-breaching Party, in its sole discretion, 

may give the breaching Party an additional period of time not to exceed thirty 

(30) days to correct the breach, provided that the breaching Party has taken 

action reasonably contemplated to correct such breach following receipt of the 

notice; 

(d) by the non-breaching Party upon the breach of a payment obligation under 

Section 6 of this Agreement or the failure to otherwise pay any sums due to the 

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

the non-breaching Party provides the breaching Party at least fifteen (15) days' 

prior written notice describing, with as much particularity as practical, the 

alleged breach, and the breaching Party does not, within seven (7) days 

following receipt of such notice, correct such breach; 

(e) at any time by either Party upon written notice if the other Party 

(i) makes an assignment for the benefit of creditors; 

(ii) suspends the payment of or admits in writing its inability to pay, or 

generally fails to pay, its debts as they become due; 

(iii) has suspended (as declared by a clearing house) its transactions with 

banks and/or other financial institutions or proposes or commences a 

moratorium upon or extension or composition of its debts; 

(iv) has issued against it any writ, execution, process or abstract of 

judgment that may have a material adverse effect on it and that is not 

dismissed, satisfied or stayed within sixty (60) days; or 

(v) files a petition for bankruptcy, composition, corporate reorganization, 

corporate liquidation, arrangement or special liquidation proceedings; 

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

Force Majeure as defined in Section 20); or 

(f) by either Party upon no less than ninety (90) days' and not more than four (4) 

full lATA traffic seasons' prior written notice in the event the other Party 

undergoes a Change of Control or becomes involved in a transaction which if 

consummated will result in a Change of Control; provided that the right to give 

notice to terminate with respect to such Change of Control shall begin upon the 

earlier of (i) public announcement of a binding agreement of the subject Party 

which if consummated will result in a Change of Control, (ii) public 

announcement of the recommendation of a transaction by the subject Party 

which if consummated will result in a Change of Control, or (iii) the occurrence 

of a Change of Control, and expire on the ninetieth (90th) day following 

consummation of such Change of Control. Each Party undertakes to promptly 

notify the other in writing of an occurrence of any of the events specified in this 

Section 15.2(f). For purposes of this Section 15.2(f), a "Change of Control" with 

respect to a Party occurs if such Party or such Party's direct or indirect parent: 

(1) merges or consolidates with or into any other Person or entity; except when 
such merger or consolidation is with an Affiliate of such Party, or where 

immediately after such merger or consolidation, the shareholders of the Party 

immediately prior to the merger or consolidation continue to own more than 

seventy percent (70%) of the voting equity of the surviving entity or direct or 

indirect parent of the surviving entity and, if the Party is not the surviving entity, 

the surviving entity assumes in writing all of the obligations and responsibilities 

of the Party under this Agreement; (2) sells or otherwise transfers all or 

substantially all of its assets to any other Person or entity except to an Affiliate 

of such Party; (3) if a third party (or third parties acting as a group), except for 

an Affiliate of a Party, acquires thirty percent (30%) or more of the Party's or the 

Party's direct or indirect parent's voting equity in one or more transactions; or 

(4) if a third party airline (not being an Affiliate of a Party) or the parent of a 

third party airline, acquires Control directly or indirectly of a Party, including 

without limitation by acquiring Control of the direct or indirect parent of a 

Party. 

(g) Throughout the term of this Agreement, either Party has the right to suspend 

performance of this Agreement immediately by giving written notice to the 

other Party in the event that it has reason to suspect or believe or in the event 

that: 

(i) the other Party has suffered a significant emergency or serious incident 

or accident or received a serious security threat that relates to any of 

that Party's flights or to a Codeshared Flight or Codeshared Route, 

provided that the foregoing actually and significantly impacts the 

operations of that Party; or 

(ii) the other Party has received from any relevant Competent Authority 

notice that it has failed to comply with applicable safety or security 

requirements in a manner that actually threatens its continued 

operation under its Air Carrier Operating Certificate ("AOC") issued by 

the relevant Competent Authority; or 

(iii) any Competent Authority, including but not limited to the US 

Department of Transportation and/or the Federal Aviation 

Administration and the Iceland Transportation Authority has ordered in 

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

Codeshared Flights or Codeshared Routes operated by the Operating 

Carrier for any reason whatsoever; or 

(iv) any Competent Authority, including but not limited to the US 

Department of Transportation and/or the Federal Aviation 

Administration and the Iceland Transportation Authority, as applicable, 

does not provide safety oversight of its air carrier operators in 

accordance with the minimum safety oversight standards established by 

the International Civil Aviation Organization (ICAO), which results in the 

United States of America receiving an unsatisfactory listing from the 

Iceland Transportation Authority, or Iceland receiving an equivalent 

unsatisfactory listing from counterpart authorities in the United States 

of America, respectively. 

If a Party suspends this Agreement pursuant to this Section, as soon as the reason for 

the suspension no longer exists, it shall notify the other Party. This Agreement will 
recommence, at the option of the suspending Party, within thirty (30) days after the 

date of such notice under the same terms and conditions, or under amended terms and 

conditions in accordance with as may be agreed to by the Parties. 

15.3 In the event of suspension or termination of this Agreement, the Marketing Carrier 

shall, in its sole discretion, unless termination is pursuant to Section 15.2(f) , take all 

reasonable actions to confirm and preserve reservations on the Operating Carrier for 

passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable, 

endorse or otherwise modify or reissue such tickets to permit use on the Operating 

Carrier. The Operating Carrier shall, subject to [Section 16.5], accept passengers 

traveling on such tickets as if such reservations had been booked through the Operating 

Carrier using ordinary interline procedures but giving effect to the revenue settlement 

methodology provided for in Section 6 of this Agreement. 

15.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to 

Section 15.2(d) or 15.2(e), the Operating Carrier, in its sole discretion, may decline any 

or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing 

Carrier shall be solely responsible for transferring the reservations of such passengers to 

other carriers or making other alternative arrangements. 

16. Indemnification 

16.1 The Party that is the Operating Carrier (or whose authorized Affiliate is the Operating 

Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier and its 

Affiliates and their respective directors, officers, employees and agents (each 

individually a, or collectively the, "Marketing Carrier Indemnified Party") from and 

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

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

following: 

(a) the death of or injury to or delay of persons, or delay or loss of or damage to 

property (including aircraft, equipment, baggage, mail or cargo) occurring while 

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

transported by, the Operating Carrier (including, for the avoidance of doubt, 

Damages arising out of the death of or injury to Codeshared Passengers 

traveling on Marketing Carrier Tickets); 

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

carried on board the aircraft operated by the Operating Carrier but occurring in 

connection with such operations; 

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

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

Section 16.1(a) or (b) or Section 16.2(a) or (b); 

(d) the Operating Carrier's breach of any of its representations or warranties set 

forth in Section 14 of this Agreement; or 

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

Operating Carrier's logos, trademarks, service marks or trade names. 
PROVIDED THAT, the Operating Carrier shall not be required to indemnify any Marketing 

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

Party's gross negligence or willful misconduct. 

16.2 The Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall 

indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and their 

respective directors, officers, employees, and agents (each individually an, or 

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

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

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

(a) the death of or injury to or delay of persons, or delay or loss of or damage to 

property (including aircraft, equipment, baggage, mail or cargo) occurring while 

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

transported by, the Operating Carrier, but only to the extent caused by the 

gross negligence or willful misconduct of the Marketing Carrier; 

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

carried on board the aircraft operated by the Operating Carrier but occurring in 

connection with such operations, but only to the extent caused by the gross 

negligence or willful misconduct of the Marketing Carrier; 

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

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

in Section 16.1(a) or (b) or Section 16.2(a) or (b); 

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

deliver and complete transportation documentation in accordance with the 

provisions of the standard lATA or other applicable ticketing procedures, 

including, without limitation, the failure to put a proper notice of the limits of 

liability under the Warsaw Convention, as amended, or the Montreal 

Convention of 1999, as amended, on such documentation (it being understood 

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

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

provided, however, that the Marketing Carrier shall only be liable under this 

Section 16.2(d) for that portion of any Damages that is in excess of the Damages 

against which the Operating Carrier would have been required to indemnify the 

Marketing Carrier under Section 16.1(a) if the Marketing Carrier had properly 

complied with all lATA ticketing procedures; 

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

Section 14 of this Agreement; or 

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

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

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

Carrier Indemnified Party for any liability arising from the Operating Carrier Indemnified 

Party's gross negligence or willful misconduct. 

16.3 A Party (the "Indemnified Party'') that believes it is entitled to indemnification from the 

other Party (the "Indemnifying Party") pursuant to the terms of this Agreement with 

respect to a claim for Damages (i.e., a third-party claim) shall provide the Indemnifying 

Party with written notice (an "Indemnification Notice") of such claim (provided, 
however, that the failure to give such notice shall not relieve the Indemnifying Party of 

its obligations hereunder except to the extent that such failure is materially prejudicial 

to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, 

at its own cost and expense and by its own legal advisors, to control the defense of or to 

settle any such third party claim. The Indemnifying Party shall have the right to elect to 

settle any such claim for monetary Damages only, subject to the consent of the 

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

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

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

shall assume the defense of such claim or demand and regardless of the outcome of 

such matter, the Indemnifying Party's liability hereunder shall be limited to the amount 

of any such proposed settlement. If the Indemnifying Party fails to take any action 

against the third party claim that is the subject of an Indemnification Notice within thirty 

(30) days of receiving such Indemnification Notice, or otherwise contests its obligation 

to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, 

upon providing prior written notice to, but without the further consent of, the 

Indemnifying Party settle or defend against such third-party claim for the account, and 

at the expense, of the Indemnifying Party. Except as set forth in this Section 16.3, the 

Indemnified Party shall not enter into any settlement or other compromise or consent 

to a judgment with respect to a third-party claim to which the Indemnifying Party has an 

indemnity obligation without the prior written consent of the Indemnifying Party. 

16.4 Each Indemnified Party shall have the right, but not the duty, to participate in the 

defense of any claim with attorneys of its own choosing and at its own cost, without 

relieving the Indemnifying Party of any obligations hereunder. In addition, even if the 

Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the 

right to assume control of the defense of any claim from the Indemnifying Party at any 

time, and to elect to settle or defend against such claim; provided, however, the 

Indemnifying Party shall have no indemnification obligations with respect to such claim 

except for the costs and expenses of the Indemnified Party (other than attorneys' fees 

incurred in participating in the defense of such claim) incurred prior to the assumption 

of the defense of the claim by the Indemnified Party. 

16.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from 

and against any and all Taxes (as defined in Appendix 1), or Assessments (subject to the 

terms of Section-18.6), as the case may be, levied upon or advanced by the Indemnified 

Party, but that ultimately the Indemnifying Party would be responsible for paying, which 

resulted from any transaction or activity contemplated by this Agreement. 

16.6 Any claims made against the Marketing Carrier by the Codeshared Passenger may be 

handled by the Marketing Carrier in accordance with its own procedure, and payment of 

such claims may be made directly by the Marketing Carrier. The Operating Carrier shall 

thereupon indemnify the Marketing Carrier for such payments in accordance with 

Article 16.1. However, the Marketing Carrier shall not admit any liability, negotiate, 

make suggestion or promise of any amount, or settle such claims without having 

obtained prior consent from the Operating Carrier. In case of a passenger's death or 

bodily injury, the Operating Carrier and the Marketing Carrier agree to make an 
adequate advance payment in accordance with applicable laws and custom, with close 

coordination each other. 

16.7 The rights and obligations of the Parties under this Section 16 shall survive the 

Termination Date of this Agreement. 

17. Insurance 

17.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing 

Carrier during the term of this Agreement with insurance carriers of known financial 

responsibility, insurance of the type and in the amounts listed below: 

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

to aircraft (owned and non-owned) liability (including risks of war, hijacking and 

allied perils), passenger and crew baggage and personal effects, funeral and 

repatriation expenses, all reasonable expenses arising out of the Federal Family 

Assistance Act of 1996 and/or similar regulations applying elsewhere in the 

world, cargo, mail, hangarkeepers, comprehensive general liability, or its 

equivalent including premises, products, completed operations, and contractual 

liability. This insurance must be primary without right of contribution from any 

insurance carried by the Marketing Carrier to the extent of the indemnity 

specified in Section 16.1, and shall (i) name the Marketing Carrier and the 

Marketing Carrier Indemnified Parties as additional insureds to the extent of the 

protections afforded the Marketing Carrier under the indemnity specified in 

Section 16.1, (ii) contain a severability of interest clause and a breach of 

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

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

extent of the coverage provided by the Operating carrier's policy or policies, 

and (iv) contain a provision stating that the Operating Carrier's policy or policies 

are automatically amended to comply with the laws and regulations of any local, 

federal, or other governmental authority having jurisdiction over aircraft 

operated by the Operating Carrier, (v) contain a clause specifying that the 

Marketing Carrier shall have no responsibility for premium payment and 

insurers shall waive any rights of set-off or counterclaim against the Marketing 

Carrier, (vi) contain a provision requiring the Operating Carrier's insurer(s) 

agreement to provide the Marketing Carrier with not less than thirty (30) days' 

prior written notice of any cancellation or adverse material change in such 

insurance. 

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

less than REDACTED per any one occurrence for each aircraft, 

including bodily injury, death, personal injury, property damage, passenger 

(including Codeshared Passengers and other revenue and non-revenue 

passengers) legal liability and war and allied perils combined, over all coverages 

and in the aggregate as applicable, but (i) personal injury limited to - -=, 

REDACTED per occurrence and in the annual aggregate except with respect to 

passengers (including Codeshared Passengers and other revenue and nonrevenue passengers), and (ii) war and allied perils may be subject to an annual 

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

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

specified in Section 16.1. 

17.2 Not less than ten (10) days prior to the Operating Carrier first performing the Services 

hereunder, and prior to the expiration or other termination of any such insurance, the 

Operating Carrier shall furnish to the Marketing Carrier certificates evidencing that they 

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. 

18. Taxes 

18.1 Subject to Section 18.4, each Party shall be responsible for any net or gross income or 

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

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

pursuant to this Agreement. 

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

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

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

The Parties hereby agree as follows: 

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

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

Codeshared Flights. 

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

connection with the sales of the Codeshared Flights. If the Ticketing Carrier is 

the Marketing Carrier or a third-party, the Operating Carrier shall report and 

issue a debit invoice to the Ticketing Carrier through the lATA Clearing House for 

any interlineable Ticket Taxes in connection with the sales of the Codeshared 

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

interlineable Ticket Taxes. 

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

payable on or measured by passenger enplanement and payable or remittable 

by the Operating Carrier or the Marketing Carrier in accordance with industry 

guidelines outlined in the lATA Revenue Accounting Manual (lATA-RAM). 

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

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

foregoing provisions. 

18.3 Notwithstanding the provisions of Section 18.2, if the Ticketing Carrier is prohibited by 

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

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

such Ticket Taxes so prohibited by law and shall notify the Operating Carrier, (i) no later 

than the Effective Date with respect to any such laws existing as of such date and (ii) 
within thirty (30) days of the enactment of any such laws after the Effective Date, which 

Ticket Taxes it is prohibited from collecting and render reasonable assistance to the 

Operating Carrier so that procedures can be implemented to collect such Ticket Taxes 

from the passenger. 

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

in connection with the Codeshared Flights may require withholding of Taxes on certain 

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

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

payments to the Payee shall be exclusive of such withholding, provided however, that 

the Payor shall inform the Payee in writing with at least forty five (45) days' advance 

notice of its intent to withhold the Taxes and the legal basis for such withholding. The 

Payor shall inform the Payee: 

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

given to the Payor by such taxation authority; and 

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

authority of the amounts withheld by Payor. 

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

Section 18.4, the Payor shall provide to the Payee within thirty (30) days of such 

withholding a tax receipt and copies of any support for the payment as may be 

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

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

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

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

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

within ten (10) days of receipt of such notice. If the Party receiving such notice from a 

taxation authority is or will be required to pay any Assessment for which the other Party 

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

in accordance with Section 16.5. The Indemnifying Party shall have the option to defend 

or contest such Assessment in accordance with the procedures set forth in Section 16. 

19. Review Procedures and Amendment of the Agreement 

19.1 Each Party will cooperate with the other Party to institute regular monitoring processes 

to ensure that this Agreement is being implemented efficiently and in accordance with 

its terms. Review meetings, which may be conducted via TeleConference, will be held on 

a six (6) month basis unless otherwise agreed by the parties. 

19.2 In addition to the review meetings referred to in Section 19.1, a Party may on 

reasonable notice call for a review of the conduct or the terms of this Agreement at any 

time and the other Party will cooperate in such review ("Committee"). 

19.3 If: 

(a) either Party considers that the Agreement requires amendment in order to 

remain in line with general market conditions prevailing on routes served by the 

Codeshare Services; and 

(b) that Party gives notice to the other Party specifying a requested amendment to 

Appendix 1 and a reasonable description of the basis for that request, 
then each Party shall negotiate in good faith with the other Party in respect of that 

requested amendment. 

20. Force Majeure 

20.1 Except with respect to the performance of payment, confidentiality, and indemnity 

obligations, which shall be unconditional under this Agreement, neither Party shall be 

liable for delays in or failure to perform under this Agreement to the extent that such 

delay or failure (an "Excusable Delay") (a) is caused by any act of God, war, act of 

terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious 

accident, epidemic or quarantine restriction, act of government or any other cause, 

whether similar or dissimilar, beyond the control of that Party; and (b) is not the result 

of that Party's lack of reasonable diligence. If an Excusable Delay continues for thirty 

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

terminate this Agreement by giving the delayed Party at least thirty (30) days' prior 

written notice. 

21. Governing Law and Dispute Resolution 

21.1 This Agreement shall in all respects be governed by and construed in accordance with 

the laws of the State of New York, United States of America, without regard to its 

conflict of laws principles, including all matters of construction, validity and 

performance. 

21.2 Prior to referring a Dispute to arbitration as provided in Section 21.4, the Parties shall 

proceed as follows: 

(a) Except as otherwise expressly provided in Section 21.3, any controversy, 

dispute, difference, disagreement or claim between the Parties arising under or 

relating to this Agreement, including any question concerning the validity, 

termination, interpretation, performance, operation, enforcement or breach of 

this Agreement (each, a "Dispute"), must first be referred by a Party to the 

Committee for resolution. If the Committee is unable to resolve the Dispute 

within twenty (20) days after the Dispute is referred to it, unless extended by 

mutual consent of the Parties, the Dispute must then be referred by each Party 

to its respective Vice President - Alliances (or similar position on the officer 

level in charge of Alliances) for resolution within twenty (20) days after the date 

of the first such referral by either Party, unless extended by mutual consent of 

the Parties. 

(b) Except as otherwise expressly provided in Section 21.3, a Dispute not resolved 

by the Committee must then be referred by each Party to its respective Vice 

President- Alliances. 

(c) It will be sufficient for the purposes of referrals under this Section 21.2 that a 

Party send notice of the Dispute to one of its own members of the Committee, 

or its own Vice President - Alliances, as the case may be, in each case, with a 

copy to the other Party in the manner specified in Section 31 for the giving of 

notice. 
21.3 Any Dispute not resolved after referral to the Committee and Vice Presidents- Alliances 

of the Parties as required in Section 21.2, shall then be referred to arbitration as 

provided in Section 21.4. Each Party irrevocably and unconditionally submits, for itself 

and its property, to the exclusive jurisdiction of such arbitration and expressly and 

irrevocably waives its right to bring suit against the other Party in respect of a Dispute in 

any court of law except for the limited purposes of enforcing an arbitral award obtained 

in respect of a Dispute, or for obtaining any injunctive, temporary or preventative order 

or similar order available to it under the laws of any jurisdiction for a breach or 

threatened breach by the other Party of this Agreement. Each Party, to the fullest 

extent it may effectively do so under Applicable Law, irrevocably waives and agrees not 

to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to 

arbitration. 

21.4 In the event that any Dispute is not resolved pursuant to Section 21.2, then such Dispute 

shall be referred to and finally resolved pursuant to binding and confidential arbitration 

under the then-existing Commercial Arbitration rules of the American Arbitration 

Association (the "Rules"), except as they may be modified herein or by mutual 

agreement of the Parties. The arbitration, including the rendering of the award, will be 

conducted by three (3) arbitrators, each of whom will have experience with aviation 

industry matters and be fluent in the English language; provided, however, that the 

arbitration may be conducted by only one arbitrator if both Parties so agree in advance 

of the arbitration and are able to agree upon a single, mutually acceptable individual. If 

the arbitration is to be conducted by three (3) arbitrators, each Party will select one 

arbitrator and the third arbitrator will be appointed in accordance with the Rules. The 

arbitration proceedings will take place in New York, NY, United States of America. The 

language to be used in the arbitral proceedings shall be English In the event that any 

Dispute is submitted to arbitration, all then current Disputes that have not been 

resolved in accordance with Section 21.2 (including counterclaims between the Parties) 

will be consolidated in a single arbitral proceeding. The Parties will conduct the 

arbitration as quickly as is reasonably practicable and will use their respective 

commercially reasonable efforts to ensure that duration of the arbitral proceeding will 

not exceed ninety (90) days commencing from the date the last arbitrator accepts his or 

her appointment (or, if the arbitral award is not issued within such ninety (90) days, 

within a single renewal period of another ninety (90) days). Any decision or award of 

the arbitrators will be based solely on the terms of this Agreement, and the substantive 

governing law applicable to such agreement(s). The decision of the arbitrators will be in 

writing stating the reasons therefor, will be final and conclusive, and will be binding on 

the Parties. Judgment upon the award rendered in the arbitration may be entered and 

enforced by any court of competent jurisdiction. Each Party hereby expressly agrees 

that the arbitrators will have the authority to award specific performance or an 

injunction to the prevailing Party, or to make an award of damages, subject to the limits, 

waivers and disclaimers set forth in this Agreement, or under applicable law. The 

prevailing Party shall be awarded costs, reasonable expert witness fees, and reasonable 

attorneys' fees incurred in connection with such arbitral proceedings. 

21.5 Without prejudice to the provisions of Section 21.2 and 21.6(b), each Party irrevocably 

and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction 

of the applicable State or Federal Court of the State of New York and any appellate 
courts therefrom (the "Courts"), for purposes of enforcing any arbitral award, or for 

obtaining any injunctive, temporary or preventative order or similar order available to it 

under the laws of any jurisdiction for a breach or threatened breach by the other Party 

of this Agreement which threatens irreparable damage. Nothing in this Section 21.5 

shall affect any right that any Party may otherwise have to bring any provisional, interim 

or conservatory action or proceeding relating to provisional, interim or conservatory 

measures in the courts of any jurisdiction. Each Party irrevocably consents to service of 

process by any means described in Section 21.7. 

21.6 Each Party, to the fullest extent it may effectively do so under substantive governing law 

applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of 

motion, as a defense or otherwise: 

(a) any claim that it is not subject to the jurisdiction of the Courts and any objection 

that it may have as to venue or inconvenient forum in respect of claims or 

actions brought in such Court; and 

(b) any right of application or appeal to any court (in New York or in any other 

jurisdiction) in connection with any question of law arising in the course of 

arbitration proceedings or out of any decision or award by the arbitrator, except 

as permitted by New York law. 

21.7 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for 

service of process any of its officers to receive and acknowledge on behalf of such Party 

any process, notices, or other documents that may be served in any suit, action, or 

proceeding of the nature referred to in this Section 21 in any court sitting in the State of 

New York, United States of America. 

22. Covenant to Comply with all Laws 

22.1 In performing its obligations under this Agreement, each Party shall, at its own cost and 

expense, fully comply with, and have all licenses under, all applicable federal, state, 

provincial and local laws, rules and regulations of the United States of America, Iceland 

and all third countries. 

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

Laws or governmental regulations, that Party shall immediately notify the other Party in 

writing, such notice to include a description of the perceived violation and supporting 

written materials that facilitate the other Party's investigation of such perceived 

violation. 

23. Publicity 

23.1 Except as required by Applicable Law, neither Party may issue any written press release 

concerning this Agreement without the prior written consent of the other Party, which 

consent shall not be unreasonably withheld or delayed. 

24. Confidentiality 
24.1 Except as necessary to obtain any Government Approvals or as otherwise provided 

below, each Party shall, and shall ensure that its directors, officers, employees, 

Affiliates, and professional advisors (collectively, the "Representatives"), at all times, 

maintain strict confidence and secrecy in respect of all Confidential Information of the 

other Party (including its Affiliates) received directly or indirectly as a result of this 

Agreement. If a Party (the "Disclosing Party") is requested to disclose any Confidential 

Information of the other Party (the "Affected Party") under the terms of a subpoena or 

order issued by a court or governmental body, it shall (a) notify the Affected Party 

immediately of the existence, terms, and circumstances surrounding such request, (b) 

consult with the Affected Party on the advisability of taking legally available steps to 

resist or narrow such request, and (c) if any disclosure of Confidential Information is 

required to prevent the Disclosing Party from being held in contempt or subject to other 

legal penalty, furnish only such portion of the Confidential Information as it is legally 

compelled to disclose and use commercially reasonable efforts to obtain an order or 

other reliable assurance that confidential treatment shall be accorded to the disclosed 

Confidential Information. Each Party agrees to transmit Confidential Information only to 

such of its Representatives as required for the purpose of implementing and 

administering this Agreement, and shall inform such Representatives of the confidential 

nature of the Confidential Information and instruct such Representatives to treat such 

Confidential Information in a manner consistent with this Section 24.1. 

24.2 Within ninety (90) days after the termination of this Agreement, each Party shall either 

deliver to the other Party or destroy all copies of the other Party's Confidential 

Information in its possession or the possession of any of its Representatives (including, 

without limitation, any reports, memoranda or other materials prepared by such Party 

or at its direction) and purge all copies encoded or stored on magnetic or other 

electronic media or processors, unless and only to the extent that the Confidential 

Information is necessary for the continued administration and operation of such Party's 

programs or is reasonably necessary in connection with the resolution of any dispute 

between the Parties. 

24.3 Each Party acknowledges and agrees that in the event of any breach of this Section 24, 

the Affected Party shall be irreparably and immediately harmed and could not be made 

whole by monetary Damages. Accordingly, it is agreed that, in addition to any other 

remedy at law or in equity, the Affected Party shall be entitled to an injunction or 

injunctions (without the posting of any bond and without proof of actual Damages) to 

prevent breaches or threatened breaches of this Section 24 and/or to compel specific 

performance of this Section 24. 

24.4 The confidentiality obligations of the Parties under this Section 24 shall survive the 

Termination Date of this Agreement for a period of five (5) years. 

25. Assignment 

25.1 Neither Party may assign or otherwise convey any of its rights under this Agreement, or 

delegate or subcontract any of its duties hereunder, without the prior written consent 

of the other Party; provided however, that each of JetBiue Airways and lcelandair may 

assign, subcontract or delegate any of its rights, duties or obligations under this 
Agreement to any of its Affiliates provided that such assignment and/or delegation shall 

not relieve JetBiue Airways and lcelandair of any of its obligations under this Agreement. 

26. Severability 

26.1 If any provision ofthis Agreement is or becomes illegal, invalid or unenforceable under 

the law of any jurisdiction, such provision shall be severed from this Agreement in the 

jurisdiction in question and shall not affect the legality, validity or enforceability of the 

remaining provisions of this Agreement nor the legality, validity or the enforceability of 

such provision under the law of any other jurisdiction; unless, in the reasonable opinion 

of either Party, any such severance affects the commercial basis of this Agreement, in 

which case the Party shall so inform the other Party and the Parties shall negotiate in 

good faith to agree upon modification of this Agreement so as to maintain the balance 

of the commercial interests of the Parties. If, however, such negotiations are not 

successfully concluded within ninety (90) days from the date a Party has informed the 

other that the commercial basis has been affected, either Party may terminate this 

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

27. Non-Exclusivity 

27.1 This Agreement is non-exclusive and does not preclude either Party from entering into 

or maintaining marketing relationships, including Codeshares with other airlines. 

27.2 For further clarity, nothing in this Agreement confers any right on either Party to restrict 

the other Party's ability: 

(a) to maintain or change rates, fares, tariffs, services, distribution and marketing 

methods, competitive strategies or similar matters; 

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

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

28. Further Assurances 

28.1 Each Party shall perform such further acts and execute and deliver such further 

instruments and documents at such Party's cost and expense as may be required by 

Applicable law, rules or regulations or as may be reasonably requested by the other to 

carry out and effectuate the purposes of this Agreement. 

29. Miscellaneous 

29.1 This Agreement contains the entire agreement between the Parties relating to its 

subject matter, and supersedes any prior understandings or agreements between the 

Parties regarding the same subject matter (including the Existing Agreement). This 

Agreement may not be amended or modified except in writing signed by a duly 

authorized Representative of each Party. 

29.2 The relationship of the Parties hereunder shall be that of independent contractors. 

Neither Party is intended to have, and neither of them shall represent to any other 
Person that it has, any power, right or authority to bind the other, or to assume, or 

create, any obligation or responsibility, express or implied, on behalf of the other, 

except as expressly required by this Agreement or as otherwise permitted in writing. 

Nothing in this Agreement shall be construed to create between the Parties and/or the 

Parties' Representatives any partnership, joint venture, employment relationship, 

franchise or agency (except that the Operating Carrier shall have supervisory control 

over all passengers during any Codeshared Flight, including any employees, agents or 

contractors of the Marketing Carrier who are on board any such Codeshared Flight). 

29.3 In the event that there occurs a substantial change in market conditions in general or in 

the condition of either Party, which change is not substantially the result of an act or 

omission of the Party requesting a change or amendment to this Agreement, and which 

change has a material adverse effect on either Party to this Agreement, then JetBiue or 

lcelandair may propose a review of or amendment to this Agreement to limit or expand 

any of the terms, to extend the relationship to additional activities or city pair 

destinations or otherwise to modify in any way the transactions or relationships 

contemplated in this Agreement. However, neither JetBiue nor lcelandair will have any 

obligation, for any reason, to effect such an amendment. 

29.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to 

the Parties hereto and their permitted successors and assigns; there is no intent to 

benefit any third-parties, including the creditors of either Party. 

29.5 This Agreement may be executed and delivered by the Parties in separate counterparts, 

each of which when so executed and delivered shall be an original, but all of which 

taken together shall constitute one and the same instrument. 

29.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, 

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any 

single or partial exercise of any right, remedy, power or privilege hereunder preclude 

any other or further exercise thereof or the exercise of any other right, remedy, power 

or privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. The 

failure of any Party to insist upon a strict performance of any of the terms or provisions 

of this Agreement, or to exercise any option, right or remedy herein contained, shall not 

be construed as a waiver or as a relinquishment for the future of such term, provision, 

option, right or remedy, but the same shall continue and remain in full force and effect. 

No waiver by any Party of any term or provision of this Agreement shall be deemed to 

have been made unless expressed in writing and signed by such Party. 

29.7 This Agreement is the product of negotiations between JetBiue Airways and lcelandair, 

and shall be construed as if jointly prepared and drafted by them, and no provision 

hereof shall be construed for or against any Party by reason of ambiguity in language, 

rules of construction against the drafting Party, or similar doctrine. 

29.8 Although translations of this Agreement may be made into any other language for the 

convenience of the Parties, the English language version will govern for all purposes of 

the interpretation and performance of this Agreement. 
29.9 Neither Party shall be liable for any exemplary, punitive, special or consequential 

Damages, including lost revenues, lost profits or lost prospective economic advantage, 

arising from any performance or failure to perform under this Agreement, even if such 

Party knew or should have known of the possibility thereof, and each Party hereby 

releases and waives any claims against the other Party regarding such Damages. FOR 

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LIMIT A 

PARTY'S OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANCE WITH SECTION 16 

FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION 

BY A THIRD PARTY. 

30. Notices 

30.1 Unless otherwise expressly required in this Agreement or the Annexes, all notices, 

reports, invoices and other communications required or permitted to be given to or 

made upon a Party to this Agreement shall be in writing, shall be addressed as provided 

below and shall be considered as properly given and received: 

(a) when delivered, if delivered in person (and a signed acknowledgment of receipt 

is obtained); or 

(b) three (3) Business Days after dispatch, if dispatched by a recognized express 

delivery service that provides signed acknowledgments of receipt. 

30.2 For the purposes of notice, the Designated Parties and their respective addresses shall 

be as set forth Annex 7; provided, however, that either Party shall have the right to 

change its Designated Party and their address for notice to any other location by giving 

at least three (3) Business Days prior written notice to the other Party in the manner set 

forth above. 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by 

their proper and duly authorized officers, as of the Effective Date. 

JETBLUE AIRWAYS CORPORATION 

By «-t~ Robin Hayes 

President 

On 

Attachments: 

Appendix A Definitions 

By 

On 

JCELANDAIR 

)&9,/ll.'r Jr> '¥;~ Helgi Mar Bjorgvinsson 

SVP Marketing and Sales 
Annex 1 

Annex 2 

Annex 3 

Annex 4 

Annex 5 

Annex 6 

Annex 7 

Annex 8 

Codeshared Routes 

Inventory Control Procedures 

Reservations Procedures 

Scheduling Procedures 

Revenue Accounting Procedures 

Airports Procedures 

Designated Parties & Notification Addresses 

Emergency Contacts & Notification Details