BEFORE THE
U.S. DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY
WASHINGTON, D.C.
Application of
INTERGLOBE AVIATION LIMITED
d/b/a IndiGo
For exemption authority pursuant to
49 U.S.C.§ 40109 and a blanket statement of
authorization pursuant to under 14 C.F.R. Part 212
(U.S.-India codesharing)
Docket DOT-OST-2021-
Application of
American Airlines, Inc.
For amended exemption authority pursuant to
49 U.S.C. § 40109 (third-country codesharing)
Docket DOT-OST-2009-0337
APPLICATIONS OF INTERGLOBE AVIATION LIMITED AND
AMERICAN AIRLINES, INC. FOR EXEMPTION AUTHORITY
AND A STATEMENT OF AUTHORIZATION
Communications with respect to this document should be addressed to:
Bharat Vansh Bahadur
Associate General Counsel
Rajan Malhotra
Associate Vice President
Aeropolitical Affairs & Airline Partnerships
Prateek Sharma
Aeropolitical Affairs Manager
InterGlobe Aviation Ltd. (IndiGo)
Level 2, Emaar Capital Tower 1
MG Road Sector 26
Gurugram – 122 002 Haryana
India
Don H. Hainbach
Erin Tallardy Katz
Garofalo Goerlich Hainbach PC
1200 New Hampshire Avenue NW
Suite 410
Washington, D.C. 20036
Tel: 202-776-3970
Fax: 202-776-3975
Counsel for InterGlobe Aviation Limited
d/b/a IndiGo
Robert A. Wirick
Managing Director
International Government Affairs
John B. Williams
Senior Analyst
International Government Affairs
American Airlines, Inc.
1200 17th Street, NW, Suite 400
Washington, DC 20036
(682) 278-0096
Arjun Garg
Patrick R. Rizzi
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street NW
Washington, DC 20004-1109
Tel: (202) 637-6423 / 5659
Fax: (202) 637-5910
Counsel for American Airlines, Inc.
October 26, 2021
NOTICE: The Applicants request expedited approval of the application and will poll the carriers
on the attached service list and report the polling results to the Department.
BEFORE THE
U.S. DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY
WASHINGTON, D.C.
Application of
INTERGLOBE AVIATION LIMITED
d/b/a IndiGo
For exemption authority pursuant to
49 U.S.C.§ 40109 and a blanket statement of
authorization pursuant to under 14 C.F.R. Part 212
(U.S.-India codesharing)
Docket DOT-OST-2021-
Application of
American Airlines, Inc.
For amended exemption authority pursuant to
49 U.S.C. § 40109 (third-country codesharing)
Docket DOT-OST-2009-0337
APPLICATIONS OF INTERGLOBE AVIATION LIMITED AND
AMERICAN AIRLINES, INC. FOR EXEMPTION AUTHORITY
AND A STATEMENT OF AUTHORIZATION
Pursuant to 49 U.S.C. § 40109 and 14 C.F.R. Part 212, InterGlobe Aviation Limited d/b/a
IndiGo (“IndiGo”) and American Airlines, Inc. (“American”) hereby apply for exemption
authority and a statement of authorization to the extent necessary to enable IndiGo to display
American’s AA* designator code on flights operated by IndiGo within India and between India
and third countries. Specifically, IndiGo and American request:
a) a blanket statement of authorization pursuant to 14 C.F.R. Part 212 to the extent
necessary to enable IndiGo to display the American AA* designator code on flights
operated by IndiGo within India and between India and third countries;
2
b) corresponding exemption authority pursuant to 49 U.S.C. § 40109 to engage in foreign
air transportation to the extent necessary to enable IndiGo to display the American AA*
designator code on flights operated by IndiGo within India and between India and third
countries; and
c) an amendment to American’s third-country codesharing exemption pursuant to 49
U.S.C. § 40109, which the Department of Transportation (“Department”) granted to
American in Docket DOT-OST-2009-0337, to the extent necessary to add IndiGo to
the list of foreign air carriers with which American has codeshare authorization and to
permit American to display the AA* designator code on flights operated by IndiGo.
Consistent with standard Department practice, IndiGo and American further request the
exemption authorities requested here remain in effect for a period of at least two years and IndiGo
requests that its statement of authorization be granted for an indefinite period.
Pursuant to the Department’s Notice In the Matter of Blanket Notification of Code-Share
Service to Open-Skies Partners and Points, served February 9, 2009, IndiGo and American hereby
provide notice of their intent for IndiGo to display American’s AA* designator code on flights
serving the open-skies points as described in this application and as set forth in the applicants’
codeshare agreement. IndiGo and American will notify the Department at least 30 days before
commencing any codeshare services to/from any additional non-open-skies points.
IndiGo and American intend to implement their codeshare agreement immediately upon
obtaining all necessary governmental approvals. Accordingly, IndiGo and American request
expedited processing of this application and a waiver of the 45-day advance filing requirement for
statements of authorization specified in 14 C.F.R. § 212.10. IndiGo and American will poll the
3
carrier representatives served with this application and advise the Department of the results as soon
as possible.
In support of this application, IndiGo and American state as follows:
1. IndiGo and American have entered into a codeshare agreement providing for the
display of American’s AA* designator code on flights operated by IndiGo between points within
India and between India and third countries. A redacted copy of the Codeshare Agreement is
attached as Exhibit 1.
2. In order to implement the codeshare agreement, American requests that the
Department grant it exemption authority to the extent necessary to enable American to engage in
scheduled foreign transportation of persons, property and mail on flights operated by IndiGo
within India and between India and third countries. American requests that this codeshare-only
exemption authority be granted for a period of at least two years.
3. American holds the necessary underlying route authority to serve all open-skies
partners of the United States (including India).
1
American requests, to the extent necessary, an
amendment to its existing exemption authority to provide scheduled foreign air transportation of
persons, property and mail between the United States and points worldwide on a third-country
codeshare basis pursuant to blanket codeshare authorization approved by the Department.
Specifically, American seeks to add IndiGo to footnote 1 of the Department’s Notice of Action
Taken issued in Docket DOT-OST-2009-0337 on March 18, 2020 (renewal pending), which lists
foreign carriers with which American has codeshare authorizations. The relief requested is similar
to amendments that the Department has already issued to American in Docket DOT-OST-2009-
1
Order 2007-4-2 (granting blanket open-skies route authority).
4
0337 from time to time, as well as amendments to blanket exemption authority held by United
Airlines in DOT-OST-2004-19148 and Delta Air Lines in DOT-OST-2005-20145.
4. American is a citizen of the United States within the meaning of 49 U.S.C.
§ 40102(a)(15)(C) and is fit, willing, and able to perform the proposed service contemplated by
this application. It holds certificates of public convenience and necessity and exemption authority
from the Department to conduct interstate and foreign scheduled air transportation of persons,
property, and mail on various routes. (See, e.g., DOT Order 2007-4-2 (awarding blanket open-
skies route authority); DOT Notice of Action Taken, Docket DOT-OST-2014-0169 (Oct. 7, 2014)
(Dallas/Ft. Worth-Beijing), renewal pending.) American requests that, pursuant to Rule 24, the
Department take official notice of all data American has filed with the Department to establish its
fitness.
5. In order to implement the codeshare agreement, IndiGo requests that the
Department grant it exemption authority to the extent necessary to enable IndiGo to engage in
scheduled foreign air transportation of persons, property and mail between points in India and
between India and third countries in support of its codeshare operations with American.
2
IndiGo
requests that its exemption be granted for a period of at least two years. IndiGo also asks that the
Department grant it a blanket statement of authorization to display the American AA* designator
code on such flights. IndiGo requests that its blanket statement of authorization be granted for an
indefinite period.
3
This request is consistent with IndiGo’s Indian authorizations.
2
IndiGo does not now plan to initiate operations to the United States with its own aircraft and would
request the necessary Department Authority before operating any such service.
3
To the extent necessary IndiGo requests a waiver of the 45-day advance filing requirements
specified in 14 C.F.R. § 212.10.
5
6. IndiGo is an Indian carrier. IndiGo was incorporated on January 13, 2004 and is
organized and exists under the laws of the Government of India (Section 44 of the Companies Act,
1956). IndiGo’s certificate of incorporation is attached as Exhibit 2.
7. IndiGo’s operations are authorized and regulated by the Government of India. India
is a contracting state to the Convention on International Civil Aviation (“Chicago Convention”)
and observes all applicable ICAO standards. The address of the Indian aeronautical authority is:
Directorate General of Civil Aviation (DGCA)
Aurobindo Marg
Opp. Safdarjung Airport
New Delhi-110003
India
IndiGo’s Air Operator Certificate is attached as Exhibit 3.
8. The names and citizenship of IndiGo’s directors, officers and key management
personnel as well as IndiGo’s shareholder information are attached at Exhibit 4. Rahul Bhatia and
Rohini Bhatia are husband and wife. None of the other individuals are related by blood or
marriage. Neither the applicant nor each of its officers, directors, managers, or holders of 5% or
more of capital hold any interest directly or indirectly in any U.S. carrier or any other foreign air
carrier.
9. Other than the regulatory oversight of certain Indian governmental entities, the
Indian government is not involved in the ownership, management, or operations of IndiGo. IndiGo
does not receive any financial assistance from its government.
10. IndiGo’s insurance coverage meets or exceeds the liability limits of 14 C.F.R.
Part 205. Attached as Exhibit 5 is the completed OST Form 6411.
6
11. IndiGo has an extensive domestic network with flights serving 70 destinations in
India and 24 destinations internationally. In 2019-2020, IndiGo carried over 65 million passengers
domestically within India.
12. IndiGo anticipates operating Airbus A320 aircraft with seating configurations of
180 and 186 seats, and Airbus A321 aircraft with seating configurations of 222 and 232 seats for
the proposed operations.
13. Maintenance on IndiGo aircraft is performed by GMR Air Cargo and Aerospace
Engineering Limited (GACAEL) in Hyderabad, India, by Airworks India Engg Pvt. Limited
(AWI) in Hosur, India, by Turkish Technic in Turkey, and by other licensed aviation maintenance
companies. IndiGo contracts with various third-party maintenance providers at additional
international destinations. All maintenance is and will continue to be performed in accordance
with programs that comply with the provisions of ICAO Pilots and Airmen Annexes 1, 6 (Part 1)
and 7.
14. India is a Category 1 country under the International Aviation Safety Assessment
Program, IndiGo is IOSA-certified, and American has reviewed IndiGo’s IOSA Audit Report.
American’s Compliance Statement to the Federal Aviation Administration is attached as Exhibit 6.
15. IndiGo’s financial results are available online at
https://www.goindigo.in/information/investor-relations.html?linkNav=investor-relations_footer.
16. IndiGo has not had any tariff violations or fatal accidents in the past five years.
17. Attached as Exhibit 7 is a completed OST Form 4523.
18. This requested exemption authority and statement of authorization are fully
consistent with the terms of the Air Transport Agreement Between the Government of the United
States of America and the Government of India, signed April 14, 2005 (“U.S.-India Agreement”),
7
Article 8, Section 7; Annex I. The proposed codeshare arrangement between American and IndiGo
is fully consistent with the U.S.-India Agreement. In addition, the Department has approved
similar applications involving codesharing between U.S. and Indian airlines.
4
19. Grant of the requested authority will not result in additional aircraft fuel
consumption exceeding 10 million gallons. Accordingly, grant of the requested exemption would
not constitute a “major regulatory action” under the Energy and Conservation Act of 1975, as
defined in Section 313.4 of the Department’s regulations.
20. Approval of the requested statement of authorization is consistent with the
standards for approval under 14 C.F.R. Part 212. IndiGo is fit, willing and able to perform the
services that are the subject of this application and the service proposed herein is clearly in the
public interest.
21. Granting this application is in the public interest because it will provide substantial
consumer benefits by enhancing the service options available to the U.S. traveling public for travel
between the United States and India. American will be able to offer convenient additional
connecting services between these countries, which will enhance competition and the U.S.-India
service options available to consumers.
22. IndiGo and American will conduct their codesharing activities in compliance with
Part 257 of the Department’s regulations and any other applicable conditions, rules and
regulations.
23. The codeshare authority requested here will have no impact on American’s Civil
Reserve Air Fleet commitments.
4
See, e.g., DOT Notice of Action Taken, DOT-OST-2019-0090/0091, August 30, 2019
(United/Vistara); Department Action, DOT-OST-2015-0267, January 15, 2016 (Delta/Jet Airways); and
Department Action, DOT-OST-2010-0288, March 8, 2011 (American/Kingfisher).
8
24. IndiGo and American respectfully request expedited approval of this application so
that they may begin marketing their proposed services without delay. The initial codeshare
segments are listed in Exhibit 8. IndiGo and American will notify the Department at least 30 days
before commencing any codeshare services not covered by this application.
25. Attached as Exhibit 9 is the Verification.
ACCORDINGLY, for the reasons discussed above, InterGlobe Aviation Limited d/b/a
IndiGo and American Airlines, Inc. request that the Department grant the requested exemption
authority and a statement of authorization, as described herein, to the extent necessary to enable
IndiGo to display American’s AA* designator code on flights operated by IndiGo within India and
between India and third countries, and any other relief the Department may deem necessary and
appropriate. IndiGo and American further request these exemption authorities remain in effect for
a period of at least two years, and IndiGo requests that its statement of authorization be granted
for an indefinite period. IndiGo and American submit that grant of the authorities requested above
would be consistent with the public interest, and because IndiGo and American would like to begin
marketing their codeshare service as soon as possible, the applicants request that the Department
expedite its approval of this application.
Respectfully submitted,
Don H. Hainbach Arjun Garg
Don H. Hainbach
Erin Tallardy Katz
Garofalo Goerlich Hainbach PC
Counsel for InterGlobe Aviation Limited
d/b/a IndiGo
Arjun Garg
Patrick R. Rizzi
Hogan Lovells US LLP
Counsel for American Airlines, Inc.
Service List
I hereby certify that I have on this day served a copy of the foregoing application upon all
persons named on the attached service list by causing copies thereof to be e-mailed to each of
them.
Vanessa Krasniewicz
_________________________
Vanessa C. Krasniewicz
October 26, 2021
Naveen Rao (Atlas)
Chris Walker (Delta)
Alex Krulic (Delta)
Steven Seiden (Delta)
Sandra Lunsford (FedEx)
Anne Bechdolt (FedEx)
Brian Hedberg (FedEx)
Kevin Montgomery (Polar)
Daniel A. Weiss (United)
Stephen Morrissey (United)
Amna Arshad (United)
Anita Mosner (UPS)
Benjamin Slocum (UPS)
Marina O'Brien (UPS)
Dontai Smalls (UPS)
Robert “Rico” Carty (FAA)
Dave Williams (State Department)
Bob Finamore (DOT)
Benjamin Taylor (DOT)
EXHIBIT 1
Codeshare Agreement
AA-IndiGo Codeshare Agreement Execution Copy
CONFIDENTIAL
CODESHARE AGREEMENT
between
AMERICAN AIRLINES, INC.
and
INTERGLOBE AVIATION LIMITED
i
TABLE OF CONTENTS
1. DEFINITIONS AND GENERAL TERMS ..................................................................................... 1
2. CODESHARE SERVICE ................................................................................................................ 1
3. IMPLEMENTATION AND EXPENSES ....................................................................................... 3
4. INVENTORY CONTROL AND PROCEDURES .......................................................................... 4
5. MARKETING AND PRODUCT DISPLAY .................................................................................. 5
6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT .................................. 6
7. FACILITIES .................................................................................................................................... 7
8. TRAINING ...................................................................................................................................... 8
9. SECURITY ...................................................................................................................................... 8
10. SAFETY AND MAINTENANCE .................................................................................................. 8
11. FREE AND REDUCED RATE TRANSPORTATION ................................................................ 10
12. OTHER MARKETING PROGRAMS .......................................................................................... 10
13. TRADEMARKS AND CORPORATE IDENTIFICATION ......................................................... 10
14. REPRESENTATIONS AND WARRANTIES .............................................................................. 11
15. GOVERNMENTAL APPROVALS .............................................................................................. 12
16. TERM AND TERMINATION ...................................................................................................... 13
17. INDEMNIFICATION.................................................................................................................... 15
18. INSURANCE ................................................................................................................................. 18
19. TAXES ........................................................................................................................................... 19
20. JOINT MANAGEMENT COMMITTEE ...................................................................................... 22
21. FORCE MAJEURE ....................................................................................................................... 23
22. GOVERNING LAW AND JURISDICTION.……………………………………………………23
23. DATA PROTECTION, PRIVACY AND COVENANT TO COMPLY WITH ALL LAWS ...... 23
24. PUBLICITY ................................................................................................................................... 24
25. CONFIDENTIALITY.................................................................................................................... 24
26. ASSIGNMENT .............................................................................................................................. 25
27. SEVERABILITY ........................................................................................................................... 25
28. NON-EXCLUSIVITY ................................................................................................................... 25
29. FURTHER ASSURANCES .......................................................................................................... 25
30. AFFILIATES……………………………………………………………………………………..26
31. MISCELLANEOUS ...................................................................................................................... 26
32. CONSEQUENTIAL DAMAGES………………………………………………………………..27
33. NOTICES ....................................................................................................................................... 28
1
CODESHARE AGREEMENT
This codeshare agreement (this “Agreement”), dated as of September 21, 2021, is
between American Airlines, Inc., a corporation organized under the laws of the State of Delaware,
United States of America, having its principal office at 1 Skyview Drive, Fort Worth, Texas
76155, United States of America (“American”),
and InterGlobe Aviation Limited, a corporation organized under the laws of India, having its
registered office at Upper Ground Floor, Thapar House, Gate No. 2, Western Wing, 124
Janpath, New Delhi – 110001 India (“IndiGo”)
In consideration of the mutual covenants and promises in this Agreement, American and IndiGo hereby
agree as follows:
1. DEFINITIONS AND GENERAL TERMS
1.1 Terms with their initial letters capitalized shall have the meanings ascribed to them in
Annex A of this Agreement or where they are elsewhere defined herein (including the
Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular
and plural forms of such terms. American and IndiGo may each be referred to as a “Party”
and may collectively be referred to as the “Parties”.
1.2 The Parties will comply with Applicable Law. The Parties further agree that, except to the
extent that they are inconsistent or conflict with the terms of this Agreement (except as
agreed in Section 19 of this Agreement) accepted industry procedures and agreements
relating to the interlining of passengers and baggage, including those set forth in IATA
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.
2. CODESHARE SERVICE
2.1 The Parties shall mutually designate certain flights on which the Parties shall place their
respective Codes (each, a “Codeshared Flight”), which may include flights operated by
their Authorized Affiliates, serving the city-pairs (each city-pair, a “Codeshared Route”)
identified in writing by the Parties from time to time without formally amending this
Agreement. The initial list of Codeshared Routes on which the Parties and their Authorized
Affiliates may codeshare is attached hereto as Annex B. The Parties intend to implement
the planned codesharing in multiple phases subject to obtaining all required Governmental
Approvals.
2.2 Detailed procedures for implementing this Agreement will be set forth in the Procedures
Manual, which will be prepared by the Parties in conjunction with this Agreement. The
Procedures Manual, including any amendments or supplements thereto agreed in writing
between the Parties from time to time, shall be incorporated by reference into and made a
part of this Agreement; provided, however, that the terms of this Agreement shall prevail
in the event of a conflict between a provision of this Agreement and any provision of the
Procedures Manual.
2
2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared
Passengers, at a minimum, the same standard of customer service as it provides to its own
passengers traveling in an equivalent class of service, where possible. Minimum customer
service standards, general passenger service procedures, and policies for the Codeshared
Flights, including baggage services, are detailed in Annex C and the Procedures Manual.
2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules
to maximize the convenience, and minimize the waiting time, of passengers making
connections between the Codeshared Flights and other flights operated by the Parties;
provided, however, that neither Party is obligated to operate specific flights or service
schedules and each Party retains the right to determine the service schedules of its own
flights.
2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed,
without formally amending this Agreement. In addition, (i) the Marketing Carrier may, in
its sole discretion, at any time, remove its Code from any or all Codeshared Flights without
formally amending this Agreement, and (ii) the Operating Carrier may, in its sole
discretion, at any time upon no less than days’ prior written notice require that
the Marketing Carrier remove either permanently or for a period to be determined by the
Operating Carrier in its sole discretion, the Marketing Carrier’s Code from any or all
Codeshared Flights, in each case of (i) and (ii) above, without formally amending this
Agreement. In addition, the Operating Carrier reserves 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. Each Party will evidence any such changes it initiates by
publishing such changes in the Airline Guides, CRSs or Reservations Systems.
2.6 Except as otherwise provided in the Procedures Manual, 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 the Marketing Carrier), 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 Procedures Manual and Applicable Law; and
(c) notify the Marketing Carrier in accordance with the Procedures Manual.
2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to
passengers, shall govern the transportation of Codeshared Passengers, and the Conditions
of Carriage of the Operating Carrier, including its limits of liability to passengers, shall
apply to all passengers traveling on the Codeshared Flights under the Code of the
Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified to
the passengers to the extent and in the manner required by Applicable Law, rules and
regulations. Notwithstanding anything in this Section 2.7, the liability of the Parties to each
3
other with respect to passenger claims shall be governed by Sections 17 and 18. Neither
Party shall be obligated to change its Conditions of Carriage pursuant to this Agreement.
2.8 (a) The Party that is the Operating Carrier (or whose Authorized Affiliate is 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.
(b) 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 at least hours prior
to scheduled departure or a change occurs within 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 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 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 re-accommodate the Codeshared Passenger unless the
passenger seeks a refund, in which event the Marketing Carrier shall be responsible
for making such refund in accordance with its fare rules, conditions of carriage and
Applicable Law.
3. IMPLEMENTATION AND EXPENSES
3.1 Implementation of this Agreement shall be subject to the following conditions precedent:
(a) the execution of an Interline Traffic Agreement, Special Prorate Agreement and a
Mutual Emergency Assistance Agreement, in form and substance satisfactory to
American and IndiGo;
(b) receipt by American and IndiGo of all necessary Government Approvals;
(c) successful completion by IndiGo and American of the IATA Operational Safety
Audit (“IOSA”) registration; and
(d) successful implementation and testing of codeshare (EDIFACT) and passenger
processing automation.
3.2 Each Party shall bear its own costs and expenses of performance under this Agreement,
including, 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,
5
of the one-stop operator or apply the fares and fare rules of its own non-stop
service.
(e) In the event of the Marketing Carrier’s breach of Sections 4.3(a), (b), (c) or (d), the
Operating Carrier shall have the right in its sole discretion after day’s prior
written notice to the Marketing Carrier, to restrict or close the inventory access of
the Marketing Carrier or remove the Code of the Marketing Carrier from the
flight(s) in question or to temporarily remove its own Code from the flight(s)
operated by the defaulting Party on the Routes where the breach occurred.
(f) Nothing in this Agreement shall prevent 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 American or IndiGo, on any origin and destination city
pair.
4.4 Each Party shall establish fares and rates independently, subject to the provisions of the
applicable air transport agreements between the United States and India, 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.
5. MARKETING AND PRODUCT DISPLAY
5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its
Code. Each Party shall ensure that its respective advertising and promotions comply with
all applicable governmental laws, rules and regulations of any applicable Competent
Authority. Without limiting the foregoing, the Marketing Carrier shall comply with 14
C.F.R. Parts 257 and 258 and any other applicable rules regarding the disclosure and
holding out of Codeshared Flights provided for herein in the jurisdiction where such rules
apply. The Marketing Carrier shall disclose to the extent required by Applicable Law
through industry-approved schedule and selling mechanisms (as defined in the Procedures
Manual), to consumers, travel agents and others selling the Codeshared Flights, as well as
through any advertising, point-of-sale disclosures, and any other appropriate means, that
each Codeshared Flight is a flight of and operated by the Operating Carrier. 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.
5.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with
Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of
airline schedule information using the Marketing Carrier’s Code. Any costs incurred for
the publication of Marketing Flights or connections to and from such flights in Airline
Guides, CRSs, Reservation Systems and other sources of airline schedule information shall
be borne by the Marketing Carrier. Each Party shall include the Codeshared Flights in its
Reservations Systems.
5.3 If the Marketing Carrier is not authorized to offer air transport services for a particular local
Codeshared Route, the Marketing Carrier shall file its standard schedule data for the
Codeshared Flights on such Codeshared Route using the traffic restriction code “G” or “D”
6
(or any successor code), as appropriate, as defined in the IATA Standard Schedules
Information Manual, Appendix G, in order to suppress the display of the Marketing Flights
on such local Codeshared Route(s) (i.e., the Marketing Flights on such route will be limited
to passengers connecting online to another flight marketed and/or operated by the
Marketing Carrier).
5.4 Unless otherwise agreed, all information and advertising materials produced with the aim
of promoting the Codeshared Flights shall clearly identify both Parties. Any joint
advertising and promotion of the Codeshared Flights shall be agreed upon by the Parties in
advance and the costs of such joint advertising and promotion shall be shared pursuant to
prior agreement at the time for that advertising or promotion. In the absence of prior
agreement, each Party will bear its own costs associated with such joint advertising or
promotion campaign.
5.5 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).
6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT
6.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either
Party, or by third parties with whom the Parties from time to time have interline traffic
agreements.
6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by
the Operating Carrier, which will be responsible for processing and billing of such
documents. The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using
routine applicable interline settlement processes and procedures. The Marketing Carrier
Flight Coupons issued by the Marketing Carrier as Ticketing Carrier shall be treated for
proration and billing purposes as if they showed the Operating Carrier’s designator Code
in the Carrier Code Box of the Marketing Carrier Flight Coupons. Such Marketing Carrier
Flight Coupons will be prorated and billed according to the Special Prorate Agreement
between the Operating Carrier and the Ticketing Carrier, or, in the absence of an applicable
Special Prorate Agreement, in accordance with the IATA Revenue Accounting Manual
(“IATA RAM”), as applicable.
6.3 For Codeshared Flights, the Operating Carrier shall on determine the gross
prorated value (as determined in accordance with Section 6.2) of Marketing Carrier Flight
Coupons uplifted by it during and calculate the commission (the
“Codeshare Commission”) by multiplying such coupon values by the applicable
commission percentages set forth in Annex D. This process of assessment of the Codeshare
Commission shall be separate from the billing for each individual Marketing Carrier Flight
Coupon. The Operating Carrier shall credit the account of the Marketing Carrier for the
aggregate Codeshare Commission through the IATA Clearing House as source code “24”
following Simplified Invoicing and Settlement (“SIS”) ) guidelines. The Operating Carrier
shall provide supporting data (including Codeshare Commission usage files) to the
Marketing Carrier as per IATA Clearing House guidelines via the SIS portal (e.g., if the
Operating Carrier were to issue an credit to the Marketing
Carrier on then supporting data should be provided to the Marketing
Carrier by . The Marketing Carrier shall be entitled to review and, if
appropriate, dispute, via email correspondence the Operating Carrier’s calculation of the
7
Codeshare Commission within the timeline specified in the IATA RAM.) Any resulting
payments will be processed through the IATA Clearing House following SIS guidelines.
6.4 The Ticketing Carrier, if the Marketing Carrier or the Operating Carrier, shall receive the
Interline Service Charge and/or Ticket Handling Fee, as provided in the Interline Traffic
Agreement. In the event the Ticketing Carrier is a third party, the Ticketing Carrier will
receive the Interline Service Charge and/or Ticket Handling Fee as agreed between the
Operating Carrier and such third party.
6.5 Billing disagreements that may appear after the billing process has been completed will be
resolved in accordance with the procedures provided in the IATA RAM. For any
disagreement with regard to the Codeshare Commission remittance amount, either Party
may provide notice thereof via email within of remittance and such
disagreement shall be resolved by written correspondence or a meeting between the Parties.
6.6 In a sufficient amount of time before the Implementation Date, American will file with
ATPCO a TCN Codeshare Agreement, in which American will provide the range of its
Marketing Flight numbers. American will be responsible, throughout the term of the
Codeshare Agreement, for updating its Marketing Flight numbers with ATPCO.
7. FACILITIES
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 and by using
commercially reasonable efforts to inform Codeshared Passengers through means of, among others
and as further set out herein, advertisements and sales materials produced with the aim of promoting
the Codeshared Flights, verbal and/or written information conveyed to the passenger at the time of
reservations and/or ticketing and/or checking-in. The Parties shall cooperate on the placement of
such signs, subject to the approval of the relevant airport authority or other lessors.
8. TRAINING
8.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and
expense, all initial and recurring training of its personnel to facilitate the Codeshared
Flights and operations at airports served by the Codeshared Flights, including reservations
and ticket offices, and other points of contact between the Parties and the public. This
training shall include passenger service, reservations and sales activities, and in-flight
service involving the Codeshared Flights, all as more fully described in the Procedures
Manual.
8.2 The Parties agree to share any general training materials (except to the extent such materials
constitute 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 that originally developed such materials.
9. SECURITY
9.1 The Parties shall cooperate at their own expense in matters of security procedures,
requirements, and obligations at all airports served by the Codeshared Flights.
8
9.2 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 Competent 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.
9.3 The checking of the travel documents of each Codeshared Passenger and the handling of
Codeshared Passengers who are Inadmissible Passengers (as such term is defined in IATA
Resolution 701, as modified, supplemented or amended from time to time) shall be done
by the carrier operating the first leg of the itinerary (the “Accepting Carrier”). Any cost
(such as fines, detention cost, hotel accommodations and/or outbound carriage cost
including possible escort) incurred in application of any law and associated directly or
indirectly with the refused admission of any Codeshared Passenger shall be borne by the
Accepting Carrier.
10. SAFETY AND MAINTENANCE
10.1 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 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.
10.2 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.
10.3 The Parties agree that if the Operating Carrier holds an IOSA certification, a safety audit
shall not be required. 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.
10.4 In case the result of a Marketing Carrier Review is not satisfactory to the Marketing Carrier,
the Operating Carrier shall, within a reasonable time after the Marketing Carrier Review is
completed, provide an action plan to the Marketing Carrier to remedy the Marketing
9
Carrier’s unsatisfactory findings. In addition, the Marketing Carrier may, in its discretion,
make recommendations to remedy any of the findings. If the Operating Carrier decides, in
its sole discretion, not to (i) provide an action plan, and/or (ii) follow the recommendations
of the Marketing Carrier, and/or if all the corrective actions in the action plan have not been
adopted by the Operating Carrier within the time period required by and to the satisfaction
of the Marketing Carrier, the Marketing Carrier shall be entitled to terminate this
Agreement by providing written notice to the Operating Carrier with effect on the date
specified in the notice. It is expressly agreed and understood between the Parties that any
actions taken by the Operating Carrier and/or any recommendations made by the Marketing
Carrier will be subject to the last sentence of Section 10.3 above.
10.5 Each Party represents and warrants that it will maintain compliance with the requirements
of its IOSA certification within the time frame required by IATA.
10.6 Each Party represents and warrants that it meets the applicable minimum safety
requirements mandated by the FAA for American and the counterpart authority in India
for IndiGo and shall maintain compliance with such requirements at all times during the
term of this Agreement. Any failure to maintain compliance shall immediately be brought
to the other Party's attention along with corrective actions taken or a corrective action plan.
10.7 The Operating Carrier must:
(a) have safety, procedures in place on or before the Implementation Date;
(b) provide to the other Party:
i) the name of a contact person who will be, throughout the term of this
Agreement, responsible for safety issues; and
ii) notice if there is a change of scheduled flight path for any of its Codeshared
Flights resulting in the aircraft flying over or close to a conflict zone.
11. FREE AND REDUCED RATE TRANSPORTATION
11.1 Unless otherwise provided by relevant agreements between the Operating Carrier and other
parties, including the Marketing Carrier, neither the Marketing Carrier, nor the Operating
Carrier, nor any third party, shall be entitled to ticket industry non-revenue or discounted
(i.e., agency discount, industry discount, etc.) travel on the Marketing Flights, and the
Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such industry
non-revenue or discounted travel, except at the Operating Carrier’s expense.
11.2 Staff travel on the Codeshared Flights will not be a part of this Agreement.
12. OTHER MARKETING PROGRAMS
12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of each
Party in the other Party’s frequent flyer program, if any.
12.2 If access of any of the Marketing Carrier’s Codeshared Passengers to the Operating
Carrier’s airport lounge on the day of their departure is to be provided, such access and the
terms and conditions thereof shall be negotiated by the Parties in good faith.
10
13. TRADEMARKS AND CORPORATE IDENTIFICATION
13.1 Each of IndiGo and American acknowledges for all purposes that any and all names, logos,
insignia, trademarks, service marks, and trade names of the other, whether registered or not
(“Marks”), are renown worldwide and shall at all times remain the exclusive property of
the other Party, and may not be used without the prior written consent of such Party, except
as set forth herein. Each of IndiGo and American further acknowledges that any goodwill
or other rights that arise as a result of the use by it of the other Party’s Marks, as permitted
under this Agreement, shall accrue solely to the benefit of the Party owning such Marks,
whether registered or not. Should any right, title or interest in the Marks of a Party become
vested in the other Party, the latter Party hereby unconditionally assigns any such right,
title and interest in the Marks to the former Party without royalties or compensation of any
kind.
13.2 Subject to the terms and conditions set forth in this Section 13, each of IndiGo and
American hereby grants to the other a non-exclusive, non-transferable, royalty-free license
for the term of this Agreement to use their respective service marks (“IndiGo” for IndiGo
and “American Airlines” for American, each a “Licensed Trademark”) in connection
with the offering of availability and services on Codeshared Flights by each Marketing
Carrier and the marketing, advertising and promotion of the Codeshared Flights
contemplated by this Agreement. Each Party shall provide the other Party with samples of
all materials that use the Licensed Trademarks prior to their first public use or display and
will only use such materials after receiving the licensing Party’s prior written approval of
the materials and intended use; provided, that listing Codeshared Flights on a Party’s
website will not require prior approval by the other Party. Each Party may immediately
suspend or terminate, in whole or in part, the other Party’s license to use any of the
licensing Party’s Licensed Trademarks if, in the licensing Party’s sole discretion, the other
Party’s use of the Licensed Trademarks does not meet the licensing Party’s approval.
13.3 Except as expressly provided herein, no right, property, license, permission or interest of
any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade
name, copyright, corporate goodwill or other proprietary intellectual property owned by
either Party or its respective Affiliates is intended to be given to or acquired by the other
Party, its agents, servants or other employees by the execution or performance of this
Agreement. Neither Party hereto shall use any of the other Party’s or such Party’s
respective Affiliates’ Marks, copyrights, or other proprietary intellectual property,
including the names “American Airlines, Inc.”, “American Airlines”, “American”,
“American Eagle”, “AAdvantage”, “Envoy Air”, “Envoy”, “Piedmont Airlines”,
“Piedmont”, “PSA Airlines”, “PSA”, “InterGlobe Aviation Limited”, or “IndiGo”, in any
marketing, advertising or promotional collateral, including credit card and telecom
solicitations, except where each specific use has been approved in advance by the other
Party. When such approval is granted, either Party shall comply with any and all conditions
that the other Party may impose to protect the use of any of that Party’s Marks, copyrights
or other proprietary intellectual property.
13.4 Without limiting the foregoing, each Party agrees to use the Licensed Trademarks only in
a manner approved in advance and in writing by the Party owning such Licensed
Trademarks. Each Licensed Trademark shall be marked with an ®, TM or SM or other
symbol, as appropriate, and reference a legend indicating that “IndiGo is a service mark of
11
InterGlobe Aviation Ltd” or “American Airlines is a service mark of American Airlines,
Inc.”, as the case may be, or similar words to that effect.
13.5 Each Party agrees that all advertising and promotional materials bearing the Licensed
Trademarks in relation to air transportation services contemplated by this Agreement shall
meet the quality and presentation standards as set forth by the Party owning the relevant
Licensed Trademark.
13.6 Each Party has sole discretion to determine the acceptability of both the quality and
presentation of advertising and promotional materials using its Licensed Trademark.
13.7 Each Party is responsible for providing to its own authorized agents and airport locations
the agreed promotional materials bearing the Licensed Trademarks.
14. REPRESENTATIONS AND WARRANTIES
14.1 Each of IndiGo and American 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 (to be obtained by it, as indicated in Annex E),
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.
12
(d) Each of the foregoing representations and warranties shall survive the execution
and delivery of this Agreement.
(e) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS TO THE
OTHER PARTY AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE.
15. GOVERNMENTAL APPROVALS
15.1 The Codeshared Flights shall not commence until all required Governmental Approvals
are received. Each Party shall use all commercially reasonable efforts to obtain those
Governmental Approvals for which it has been allocated responsibility under Annex E, and
any other Governmental Approvals that may hereafter be identified.
15.2 If the Governmental Approvals are obtained with respect to some but not all of the
Codeshared Routes listed in Annex B, the Parties shall proceed under this Agreement
solely with respect to the approved Codeshared Routes, and the Parties shall thereafter
continue to endeavor to obtain approval of the remaining city-pair markets.
15.3 If the Parties obtain none of the Governmental Approvals required for the Codeshared
Routes listed in Annex B within days of the Effective Date,
or if all of such Governmental Approvals are given with substantial unfavorable restrictions
or conditions (each Party to determine in its sole discretion the reasonableness of such
restrictions or conditions), the Parties shall negotiate in good faith to find an equitable
solution to enable the commencement of the Codeshared Route(s). If a solution cannot be
formulated within days following commencement of such negotiations, either
Party may terminate this Agreement upon days’ prior written notice to the other
Party.
15.4 Each Party shall immediately provide the other Party with copies of any correspondence
or notices it receives from any Competent Authority with respect to the Codeshared Routes,
Codeshared Flights or this Agreement, including with respect to the airworthiness of the
aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with
operational, training or safety rules and procedures.
16. TERM AND TERMINATION
16.1 This Agreement shall become effective on the date first written above (“Effective Date”)
and shall remain in effect until terminated pursuant to Section 15 (Governmental
Approval), Section 16.2 (Termination Events), Section 16.3 (Suspension Right), Section
21 (Force Majeure) or Section 27 (Severability). Implementation of this Agreement shall
be on the Implementation Date.
16.2 In addition to any other termination rights provided herein, this Agreement may be
terminated as follows:
13
(a) at any time by mutual written consent of the Parties hereto;
(b) by either Party upon written notice to the other Party at any time after the end of
the , such notice having effect no earlier than the last
day of the IATA scheduling season following the IATA scheduling season in
which the notice of termination is given to the other Party. For the avoidance of
doubt, a termination notice under this Section 16.2 (b) may be served no sooner
than during the ;
(c) by the non-breaching Party upon the breach of a material term, covenant,
representation or warranty of this Agreement (other than a breach of a payment
obligation under Section 6 of this Agreement or the failure to otherwise pay any
sums due pursuant to this Agreement), including a failure to comply with any
material obligations and procedures set forth in the Procedures 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 16.2(c) shall not be effective if the breaching Party
corrects such breach within days following receipt of such notice. If
such breach cannot be corrected within 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 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 days’ prior written
notice describing, with as much particularity as practical, the alleged breach, and
the breaching Party does not, within days following the 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 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 21);
(f) by either Party upon days’ prior written notice following receipt by
such Party of written notice from the other Party (i) that such other Party has
merged or consolidated with or into any other Person or entity, except where the
shareholders of such Party (as measured on the day immediately prior to the
effective date of such merger or consolidation) immediately after the merger or
14
consolidation continue to own of its voting stock and,
if the Party hereto is not the surviving entity, the surviving entity assumes all of
the obligations and responsibilities of the Party under this Agreement; (ii) that such
other Party has sold or otherwise transferred all or substantially all of its assets to
any other Person or entity; (iii) that such other Party has had
or more of its voting stock acquired, directly or indirectly, by a third party (or third
parties acting as a group) in one or a series of transactions and, as a result, such
third party (or group) has the right to direct the management and policies of the
Party; or (iv) that more than of its voting stock is owned at any
time by a Person, entity or group that held or less immediately
prior to such time of determination,
each Party undertakes to promptly notify the other in writing of an
occurrence of any of the events specified in this Section 16.2(f);
(g) immediately upon the termination of the Interline Traffic Agreement pursuant to
its terms, without the requirement of any written notice by either Party; or
(h) by the Marketing Carrier upon prior written notice of days if the
Operating Carrier has failed substantially to provide the Codeshared Flights for
during the immediately preceding
period, and the Marketing Carrier reasonably forms the view that the Operating
Carrier will not resume the Codeshared Flights within a reasonable period as
determined by the Marketing Carrier. For the avoidance of doubt, this Section shall
not apply to a failure to provide Codeshared Flights pursuant to a force majeure
event.
16.3 Throughout the Term, either Party has the right to suspend performance of or terminate
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:
(a) the other Party has suffered a significant emergency or serious incident or accident
or received a serious threat that relates to any of that Party’s flights or to a
Codeshared Flight or Codeshared Route; or
(b) the other Party has received from any relevant Competent Authority notice that it
has failed to comply with applicable safety or security requirements; or
(c) the United States Department of Transportation (DOT), the United States
Department of Defense (DOD) or the United States Department of Homeland
Security (DHS), or the counterpart authorities in India, 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
(d) the civil aviation authority of India or the United States, as applicable, does not
provide safety oversight of its air carrier operators in accordance with the
minimum safety oversight standards established by the International Civil
Aviation Organization (ICAO), which results in India receiving a rating of
16
(a) the death of or injury to or delay of persons, or delay or loss of or damage to
property (including aircraft, equipment, baggage, mail or cargo) occurring while
such persons or property are under the control or in the custody of, or being
transported by, the Operating Carrier (including, for the avoidance of doubt,
Damages arising out of the death of or injury to Codeshared Passengers traveling
on Marketing Carrier Tickets irrespective of conditions or liability limits that apply
or may purport to apply);
(b) the death of or injury to, or loss or damage to property of, third parties not carried
on board the aircraft operated by the Operating Carrier but occurring in connection
with 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 17.1(a) or
(b) or Section 17.2(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
.
17.2 Subject to the indemnities provided in Section 17.1(a), and without prejudice to any other
written agreement or arrangement of either Party to indemnify the other Party, the Party
that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify,
defend, and hold harmless the Operating Carrier and its Affiliates and their respective
directors, officers, employees, and agents (each individually an, or collectively the,
“Operating Carrier Indemnified Party”) from and against any and all Damages arising
out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by,
or occurring in connection with) any of the following:
(a) the death of or injury to or delay of persons, or delay or loss of or damage to
property (including aircraft, equipment, baggage, mail or cargo) occurring while
such persons or property are under the control or in the custody of, or being
transported by, the Operating Carrier, but only to the extent caused by
(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
(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 17.1(a) or (b) or Section 17.2(a) or (b);
17
(d) passenger claims based on the Marketing Carrier’s failure to properly issue, deliver
and complete transportation documentation in accordance with the provisions of
the standard IATA or other applicable ticketing procedures, including, 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 17.2(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 17.1(a) if the Marketing Carrier
had properly complied with all IATA ticketing procedures;
(e) the Marketing Carrier’s breach of its representations or warranties set forth in
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.
17.3 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
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 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 17.3, 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.
17.4 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
18
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.
17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and
against any and all Taxes (as defined in Annex A), or Assessments (as defined in Annex
A), 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. Each Party is responsible for
all Taxes or Assessments, as the case may be, levied by the Government as per Applicable
Law. Such Party shall be responsible for paying applicable Taxes imposed by the
Government on any transaction or activity contemplated under this Agreement and shall
have the right to recover from the other Party amounts equivalent at the time of settlement
of accounts. For clarification purposes only, no claim whatsoever for reimbursement or
payment of such Taxes shall be required after the end of the period permitted for
adjustments by Applicable Law with regard to such Taxes, unless otherwise agreed
between the Parties in writing.
18. INSURANCE
18.1 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) Legal liability in respect of all operations, including but not limited to aircraft third
party legal liability (including third party war and allied perils), passenger baggage
and personal effects, cargo and mail. 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 17.1, 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 17.1, (ii) contain a severability of interest clause and a breach of warranty
clause in favor of the Marketing Carrier, and (iii) specifically insure the Operating
Carrier’s indemnification obligations under this Agreement to the extent of the
coverage provided by the Operating Carrier’s policy or policies.
(b) The Operating Carrier shall maintain a combined single limit of liability of not less
than per any one occurrence for each aircraft, including bodily
injury, death, personal injury, property damage, passenger (including Codeshared
Passengers and other revenue and non-revenue passengers) legal liability and third
party war and allied perils combined, over all coverages and in the aggregate as
applicable, but (i) personal injury limited to per offense and in
the annual aggregate except with respect to passengers (including Codeshared
Passengers and other revenue and non-revenue passengers), and (ii) war and allied
perils may be subject to an annual aggregate limit.
(c) Hull all risk insurance, including war risk, and such policy shall include a waiver
of subrogation in favor of the Marketing Carrier to the extent of the indemnity
specified in Section 17.1.
19
18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance
evidencing such coverage no less than days prior to the commencement of the
first Codeshared Flight, and thereafter within Business Days of the date of any
renewal of such coverage. The certificates must indicate that the above coverage shall not
be canceled or materially altered without days’ advance written notice to the
Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or
renewal of such coverage. The notice period in respect of war and allied perils coverage
shall be days or such lesser period as is or may be available in accordance with
the policy providing such coverage.
18.3 Each Party shall ensure that its employees are adequately insured in accordance with
Applicable Law.
19. TAXES
19.1 Subject to Section 19.4, each Party shall be responsible for payment and compliance with
its own income and franchise taxes or any other corporate taxes, imposed on the revenues,
capital, or income or profit or any measure thereof which is attributable to it in connection
with the sale of air transportation pursuant to this Agreement,arising in any country.
19.2 Each Party shall be responsible for complying with all statutory/tax compliances applicable
to each of them in any jurisdiction. In case any demand, interest, penalty or loss arises to
either Party as a result of any default or non-compliance of applicable statutory
compliances by the other Party, the liability for such amounts due shall be to the account
of that other Party only.
19.3 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. Regardless of whether the
Ticketing Carrier is American or a third party, IndiGo shall report for any
interlineable Ticket Taxes levied in connection with the sales of the Codeshared
Flights to American and bill such interlineable Ticket Taxes in accordance with
the Interline Traffic Agreement. IndiGo shall report and remit all such interlineable
Ticket Taxes to taxation authorities.
(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or
payable on or measured by passenger enplanement and payable or remittable by
the Operating Carrier or the Marketing Carrier in accordance with industry
guidelines outlined in the IATA RAM.
19.4 Notwithstanding the provisions of Section 19.3, if the Ticketing Carrier is prohibited by
law from collecting certain Ticket Taxes in the country where tickets are sold or where
20
travel documents are issued, then the Ticketing Carrier is relieved only from collecting
such Ticket Taxes so prohibited by law and (i) if the Marketing Carrier is the Ticketing
Carrier it shall notify the Operating Carrier, and (ii) if a third party is the Ticketing Carrier
the Marketing Carrier shall cause the Ticketing Carrier to notify the Operating Carrier, as
soon as commercially practicable after the enactment of such laws which Ticket Taxes it
is prohibited from collecting and render reasonable assistance to the Operating Carrier so
that procedures can be implemented to collect such Ticket Taxes from the passenger.
19.5 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 the payments to
the Payee shall be made after deduction of withholding tax in the absence of a valid
withholding tax exemption granted by the Tax Authority and the Payor keeps the Payee
informed at least days prior to the time of making the first such payment:
(a) Any obligation of the Payer to withhold;
(b) Any directives that maybe given to the payer by such taxation authorities; and
(c) the amounts from time to time withheld by Payor and paid to such taxation
authorities
In the event the Payor is obligated to withhold taxes as provided above, the Payor shall
provide the Payee a tax receipt or any other document as may be necessary to support a
claim for a tax credit under the laws of the country of the Payee.
19.6 For U.S. income tax purposes, IndiGo shall annually and timely furnish American, a valid,
completed and duly executed U.S. Federal Form W-8BEN-E (Ownership, Exemption, or
Reduced Rate Certificate) or such other forms as the U.S. Internal Revenue Service may
require from time to time, so that American may report any relevant transactions arising
under this Agreement and, if applicable, substantiate an exemption from any obligation on
American’s part with respect to any income tax withholding or reporting obligations on
payments made to IndiGo. In the event the Payor is required to withhold taxes under the
procedures of Section 19.5, the Payor shall provide to the Payee within days of
receipt thereof the withholding tax receipt from the respective tax authorities (if any) and/or
copies of any other relevant documents evidencing the payment as may be necessary to
support a claim by the Payee of a foreign tax credit under Applicable Laws of the country
of the Payee.
19.7 American shall provide the following documents to IndiGo upon the execution of this
Agreement and thereafter at the beginning of each calendar year during the term of this
Agreement:
(a) a tax residency certificate confirming that American is a tax resident of the United
States of America as provided by its tax authorities;
(b) a tax declaration in the form set out in Schedule A of Annex G of this Agreement;
and
(c) Form 10F in the form set out in Schedule B of Annex G of this Agreement.
21
19.8 The Payee must provide such forms, as requested by Payor, as often as legally required to
exempt such payments from any withholding tax.
Notwithstanding any other clause in this Agreement, any charge or amount payable under
this Agreement (“Taxable Amount”) in respect of the supply of any goods or services
shall be exclusive of Goods and Services Tax leviable under Goods or Services Tax Laws
in India or any other applicable indirect taxes as may be leviable on such supply of goods/
services time to time in India (hereinafter collectively referred as “GST”).
19.9 The Parties acknowledge that GST is leviable in India on supply of goods or services or
both including supply of services of transportation of passengers by air. If GST is leviable
on any supply made under this Agreement, the recipient of the supply (being a party to this
Agreement) must pay, in addition to a the Taxable Amount, an amount calculated by
multiplying the prevailing GST rate to the Taxable amount (without any deduction or set-
off) to the supplier.
19.10 The Parties agree to comply with all compliances under applicable tax laws including but
not limited to providing GST compliant invoices, debit notes, credit notes or other requisite
documentation relating to services under this agreement, payment of taxes, timely filing of
valid statutory returns that may be necessary to match the invoice on GST common portal
and enable the recipient to claim input tax credit in relation to any GST payable under this
Agreement. If the Payor is not able to claim input GST credit on account of any omission
or non-compliance by the Payee, the Payee shall take prompt corrective action in
accordance with the applicable law. If the Payee does not undertake such corrective action,
and the Payor is not able to claim credit for any GST paid to the Payee or the Payor is liable
for any interest, the Payor shall be entitled to adjust such amount from the next invoice
where any Taxable Amounts are due to the Payee.
19.11 Both the Parties agree to share, their GST registered address and GSTIN for the purpose of
interline settlement billing (billable at their India address) or any other charge recoverable
under this Agreement.
19.12 Both the Parties agree to raise GST compliant invoices for interline settlement with
applicable GST rates in force in India at the time of raising invoices.
All references to payments made in this Agreement are references to such payments
exclusive of any GST applicable to the supply of services for which payments are made
and amounts equivalent to applicable GST shall be added to the amounts due and payable
for services supplied against the provision of a GST compliant tax invoice issued by the
Payee in accordance with applicable tax regulations.
19.13 Without prejudice to this Section 19, if any taxing or government authority imposes any
transaction-based tax (such as GST, VAT or similar tax), or determines that any
transaction-based tax is payable, on interline billing settlement, and either Party disagrees
with the position taken by such taxing or government authority, or IATA has not adopted
such tax position as the industry standard, the Parties agree to cooperate with each other to
contest such position if desired, at the sole cost and expense of the Party requesting the
contest of such position before any court or appellate authority requested by such Party.
Both Parties agree to apply such contested ruling, effective from the date of such ruling or
as otherwise specified in such ruling or in any notice or order of demand raised by a taxing
22
or government authority, until such time as a contrary final determination is reached by the
court or appellate authority selected by the contesting Party. For clarification purposes
only, (i) either Party contesting such position to an appellate authority does not exclude the
other Party from requesting a contest to a court, and (ii) cooperation in such contest will
include, without limitation, the filing of such appeal to a court or appellate authority, as
applicable, at the request of the other Party in the event that such other Party lacks standing.
20. JOINT MANAGEMENT COMMITTEE
20.1 Coincident with the execution of this Agreement, American and IndiGo will create a joint
management committee (the “Committee”). American and IndiGo will each designate
management representatives to the Committee and each will have the right to
replace its management designees at any time upon prior written notice to the other Party.
The Committee will endeavor to meet annually (in person or by telephone) at a mutually
agreed time and location and will meet at such additional times as it determines appropriate
for the performance of its responsibilities or as reasonably requested by either Party. Each
meeting will be conducted in accordance with an agenda to be determined as described
below. Either Party may place an item on the agenda of any meeting of the Committee.
20.2 The Committee will oversee the management of the transactions and relationships
contemplated in this Agreement, and, in that capacity, will review the planning and
implementation of the cooperative services of American and IndiGo, and their respective
airline Affiliates. The Committee will, as part of its responsibilities, monitor customer
service quality, system development, performance of Codeshared Flights, marketing
approach and techniques, shared use of facilities, frequent flyer arrangements, and all other
aspects of the implementation, operation, and compliance with this Agreement. The
Committee will consider ways to improve the performance and efficiency of the
cooperative services to reduce costs and to increase the benefits afforded to American and
IndiGo by the relationship. The Committee will also actively consider, and endeavor to
develop, opportunities for expanding the scope of the relationship between the Parties and
their respective Affiliates. Areas for further cooperation may include, but are not limited
to, ground handling, joint purchasing of fuel and other items, facilities consolidation,
maintenance, insurance, and the provision of management services and systems by
American and/or IndiGo and their respective Affiliates. The Committee will resolve any
differences between the Parties on a fair and amicable basis. In performing its
responsibilities, the Committee will be mindful of, and will comply with, all laws and
regulations applicable to American and IndiGo, including, laws and regulations governing
competition between American and IndiGo.
21. FORCE MAJEURE
21.1 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,
pandemic, epidemic or quarantine restriction, public health emergency of international
concern (as defined by the World Health Organization) act of government (including,
without limitation, issuance of NOTAMs in relation to closure of airspace) 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
24
Electronic System for Travel Authorization (“ESTA”), and (iii) the DHS Secure Flight
program.
23.3 If either Party has notice that a provision of this Agreement is contrary to any Applicable
Laws or governmental regulations, that Party shall immediately notify the other Party in
writing, such notice to include a description of the perceived violation of regulation and
supporting written materials that facilitate the other Party’s investigation of such perceived
violation.
24. PUBLICITY
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.
25. CONFIDENTIALITY
25.1 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 Applicable Law or a subpoena or
order issued by a court or an order or request issued by a governmental authority (each a
“Request”), 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 provide
the Affected Party, reasonable time and assistance, as applicable under the terms of and
circumstances surrounding such Request, to take appropriate action to resist or narrow such
Request, and (c) furnish only such portion of the Confidential Information as it is required
to disclose, as reasonably determined by the Disclosing Party’s legal counsel, to comply
with such Request 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 25.1.
25.2 Within 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, 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.
25.3 Each Party acknowledges and agrees that in the event of any breach of this Section 25, the
Affected Party shall be irreparably and immediately harmed and could not be made whole
25
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 25 and/or to compel specific performance of this
Section 25.
25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the
Termination Date or expiration of this Agreement for a period of years thereafter.
26. ASSIGNMENT
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.
27. SEVERABILITY
If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of
any jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question
and shall not affect the legality, validity or enforceability of the remaining provisions of this
Agreement nor the legality, validity or the enforceability of such provision under the law of any
other jurisdiction; unless, in the reasonable opinion of either Party, any such severance affects the
commercial basis of this Agreement, in which case the Party shall so inform the other Party and the
Parties shall negotiate in good faith to agree upon modification of this Agreement so as to maintain
the balance of the commercial interests of the Parties. If, however, such negotiations are not
successfully concluded within 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 days’ prior written notice to the other Party.
28. NON-EXCLUSIVITY
This Agreement is non-exclusive and does not preclude either Party from entering into or
maintaining marketing relationships, including codesharing, with other airlines.
29. FURTHER ASSURANCES
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 Party to carry out and effectuate the
purposes of this Agreement.
30. AFFILIATES
If and to the extent the transactions or activities contemplated by this Agreement require the
cooperation or participation of an Affiliate that is not a party hereto, then its Parent Carrier shall
cause such Affiliate to cooperate or participate in such transaction or activity. Without limiting the
generality of the foregoing, if such Affiliate operates as an Operating Carrier in connection with
this Agreement and is not a party to a separate codesharing agreement or addendum hereto with
respect to such operations, its Parent Carrier shall cause it to comply with all obligations imposed
on an Operating Carrier hereunder as if such Affiliate were a party hereto. The Parent Carrier shall
be jointly and severally obligated and liable with such Affiliate for all such obligations, including,
the indemnity and insurance requirements of this Agreement. In addition, the Parent Carrier shall
26
cause such Affiliate to perform such acts and execute and deliver such further instruments and
documents as may reasonably be required by the other Party to provide for such cooperation and
participation, including, execution of an addendum providing for such Affiliate to become a party
to this Agreement.
31. MISCELLANEOUS
31.1 This Agreement contains the entire agreement between the Parties relating to its subject
matter and supersedes any prior understandings or agreements between the Parties
regarding the same subject matter. This Agreement may not be amended or modified
except in writing signed by a duly authorized Representative of each Party.
31.2 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).
31.3 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 American or IndiGo 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 American nor IndiGo will have any obligation, for any reason, to effect
such an amendment.
31.4 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.
31.5 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.
31.6 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 of the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law. The failure of
any Party to insist upon a strict performance of any of the terms or provisions of this
Agreement, or to exercise any option, right or remedy herein contained, shall not be
construed as a waiver or as a relinquishment for the future of such term, provision, option,
right or remedy, but the same shall continue and remain in full force and effect. No waiver
27
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.
31.7 This Agreement is the product of negotiations between IndiGo and American, and shall be
construed as if jointly prepared and drafted by them, and no provision hereof shall be
construed for or against any Party by reason of ambiguity in language, rules of construction
against the drafting Party, or similar doctrine. The headings to the clauses, sub-clause and
parts of this Agreement are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement. The terms “this
Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement
and not to any particular Section or other portion hereof. As used in this Agreement, the
words “include” and “including,” and variations thereof, will be deemed to be followed by
the words “without limitation” and “discretion” means sole discretion.
31.8 Although translations of this Agreement may be made into any other language for the
convenience of the Parties, the English version will govern for all purposes of the
interpretation and performance of this Agreement.
31.9 Parties agree that each Party is a listed company in its home jurisdiction and that securities
regulations of such juriisdiction apply to it (including, without limitation, those relating to
prohibition of insider trading). In adiditon, IndiGo has a Whistleblower Policy that can be
used to report illegal or fraudulent activity, acts of unethical behaviour and/or unfair
treatment. The policy is available in the ‘Investor Relations’ section of IndiGo’s website at
www.goIndiGo.in.
32. CONSEQUENTIAL DAMAGES
EXCEPT FOR BREACHES OF ANY CONFIDENTIALITY, PRIVACY, AND DATA
SECURITY OBLIGATIONS, 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
17 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF
ACTION BY A THIRD PARTY.
28
33. NOTICES
Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices,
reports, invoices and other communications required or permitted to be given to or made upon a
Party to this Agreement shall be in writing, shall be addressed as provided below and shall be
considered as properly given and received: (i) when delivered, if delivered in person (and a signed
acknowledgment of receipt is obtained); (ii) Business Days after dispatch, if dispatched
by a recognized express delivery service that provides signed acknowledgments of receipt; or (iii)
Business Days after deposit in the applicable postal service delivery system. For the
purposes of notice, the addresses of the Parties shall be as set forth below; provided, however, that
either Party shall have the right to change its address for notice to any other location by giving at
least Business Days prior written notice to the other Party in the manner set forth above.
If to American Airlines, Inc.:
with a copy to:
If to InterGlobe Aviation Limited:
With a copy to:
[remainder of page has been intentionally left blank]
A1
ANNEX A
DEFINITIONS
“Accepting Carrier” has the meaning assigned to such term in Section 9.3.
“Affected Party” has the meaning assigned to such term in Section 25.1.
“Affiliate” means, with respect to any Person or entity, any other Person or entity directly or indirectly
controlling, controlled by, or under common control with, such Person or entity. For purposes of this
definition, “control” (including “controlled by” and “under common control with”) means the power,
directly or indirectly, to direct or cause the direction of the management and policies of such Person or
entity, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning assigned in the preamble to this Agreement.
“Airline Guides” means the printed and electronic data versions of the “Official Airline Guide” and the
“ABC World Airlines Guide,” and their respective successors.
“American” has the meaning assigned in the preamble to this Agreement.
“APIS” has the meaning assigned to such term in Section 23.2.
“Applicable Law” means all applicable laws of any jurisdiction including securities laws, tax laws, tariff
and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any
Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the
interpretations, licenses, and permits of any Competent Authority and all applicable inter-governmental air
services agreements.
“Assessment” means a notice received by either Party from any taxation authority with respect to any
assessment or potential assessment or imposition of any tax relating to this Agreement.
“ATPCO” means the Airline Tariff Publishing Company.
“Authorized Affiliate” means (a) with respect to American, (i) Envoy Air Inc. (f/k/a American Eagle
Airlines, Inc.), Piedmont Airlines, Inc., and PSA Airlines, Inc., to the extent each of them operates flights
with American´s Code under the “American Eagle” brand and (ii) any other carrier to the extent it operates
flights with American´s Code under the name “American Eagle”; and (b) with respect to IndiGo, currently
no other carrier.
“Business Day” means any day other than a Saturday, Sunday or other day in which banking institutions
in New York, New York USA, or Mumbai, India, are required by law, regulation or executive order to be
closed.
“Carrier Code Box” means (i) for paper tickets, the field containing the two-character airline designator
code as defined in IATA Resolution 727, or (ii) for electronic (or e-) tickets the three alphanumeric
characters contained in the “Sold Airline Designator (Marketing Carrier)” field as defined in IATA
Resolution 722f.
“CBP” has the meaning assigned to such term in Section 23.2.
“Code” means the two-character identifier assigned to a carrier by IATA for the purpose of exchanging
interline carrier messages in accordance with AIRIMP procedures.
A2
“Codeshare Commission” has the meaning assigned to such term in Section 6.3.
“Codeshared Flight” means a flight on which both Parties have placed their respective Codes, as defined
in Section 2.1 and Annex B.
“Codeshared Routes” or “Routes” means the city-pair markets set out in Annex B.
“Codeshared Passenger” means a passenger traveling on a Marketing Carrier Flight Coupon.
“Committee” has the meaning assigned to such term in Section 20.1.
“Competent Authorities” means any supranational, national, federal, state, county, local, regulatory or
municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority,
agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether
autonomous or not) having jurisdiction over this Agreement or either Party.
“Conditions of Carriage” means those conditions of contract tariffs and rules of carriage of a Party that
govern the transport of passengers traveling on tickets showing such Party’s Code in the Carrier Code Box
of the flight coupon.
“Confidential Information” means (a) all confidential or proprietary information of a Party, including,
trade secrets, information concerning past, present and future research, development, business activities
and affairs, finances, properties, methods of operation, processes and systems, customer lists, customer
information (such as passenger name record or “PNR” data) and computer procedures and access codes;
(b) the terms and conditions of this Agreement and any reports, invoices or other communications between
the Parties given in connection with the negotiation or performance of this Agreement; and (c) excludes (i)
information already in a Party’s possession prior to its disclosure by the other Party; (ii) information
obtained from a third Person or entity that is not prohibited from transmitting such information to the
receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose information is
being disclosed; (iii) information that is or becomes generally available to the public, other than as a result
of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently
acquired or developed by a Party, or its Affiliate, without violating any of its obligations under this
Agreement.
“CRS” means a computerized reservations system owned or operated by any entity, including either Party
to this Agreement, that contains information about commercial airline schedules, fares, cargo rates,
passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents
and other non-airline entities to facilitate their ability to make reservations and issue tickets and air waybills.
“Damages” means all third party claims, suits, causes of action, penalties, liabilities, judgments, demands,
recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind whatsoever
(including, internal expenses of the Indemnified Party, such as employee salaries and the costs of
cooperating in the investigation, preparation or defense of claims) under the laws of any jurisdiction
(whether arising in tort, contract, under the Warsaw Convention, as amended, or the Montreal Convention
of 1999, as amended, and related instruments or otherwise), including reasonable costs and expenses of
investigating, preparing or defending any claim, suit, action or proceeding (including post judgment and
appellate proceedings or proceedings that are incidental to the successful establishment of a right of
indemnification), such as reasonable attorneys’ fees and fees for expert witnesses, consultants and litigation
support services.
“Data Privacy Supplement” has the meaning assigned to such term in Section 23.1.
“DHS” has the meaning assigned to such term in Section 23.2.
A3
“Disclosing Party” has the meaning assigned to such term in Section 25.1.
“Effective Date” has the meaning assigned to such term in Section 16.1.
“ESTA” has the meaning assigned to such term in Section 23.2.
“Excusable Delay” has the meaning assigned to such term in Section 21.1.
“Frequent Flyer Participating Carrier Agreements” means the agreements, if any, from time to time,
between the Parties relating to the participation of one Party in the other Party’s frequent flyer program.
“Governmental Approvals” means any authorizations, licenses, certificates, exemptions, designations, or
other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for
the operation of the Codeshared Flights.
“GST” has the meaning assigned to such term in Section 19.8.
“IATA” means the International Air Transport Association.
“IATA Clearing House” means the clearing house established by IATA to administer and implement
revenue settlement by reference to the Revenue Accounting Manual published by IATA.
“IATA RAM” has the meaning assigned to such term in Section 6.2.
“Implementation Date” means the date of the first codeshare service operated under this Agreement.
“Inadmissible Passengers” has the meaning defined in IATA Resolution 701, as modified, supplemented
or amended from time to time.
“Indemnification Notice” has the meaning assigned to such term in Section 17.3.
“Indemnified Party” has the meaning assigned to such term in Section 17.3.
“Indemnifying Party” has the meaning assigned to such term in Section 17.3.
“India” means Republic of India.
“IndiGo” has the meaning assigned in the preamble to this Agreement.
“Interline Service Charge” means the payment by the carrier lifting the ticket to the Ticketing Carrier,
according to the industry program for compensation for the Ticketing Carrier’s commission sales costs
currently set forth in IATA Passenger Services Conference Resolutions 780b and 780d or as agreed between
the respective carriers.
“Interline Traffic Agreement” or “ITA” means that certain Interline Traffic Agreement entered into by
the Parties, as may be amended, supplemented or modified from time to time.
“IOSA” has the meaning assigned to such term in Section 3.1(c).
“Licensed Trademark” has the meaning assigned to such term in Section 13.2.
“Marketing Carrier” means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon
for a Codeshared Flight but which is not the Operating Carrier.
A4
“Marketing Carrier Flight Coupon” means a flight coupon (electronic or paper) of a ticket issued by the
Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the
Marketing Carrier’s Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the transporting
carrier field in the case of an electronic ticket.
“Marketing Carrier Indemnified Party” has the meaning assigned to such term in Section 17.1.
“Marketing Carrier Reviews” has the meaning assigned to such term in Section 10.3.
“Marketing Carrier Ticket” means a ticket issued by the Marketing Carrier, Operating Carrier or a third
party that contains at least one Marketing Carrier Flight Coupon.
“Marketing Flight(s)” means a Codeshared Flight when displayed, sold, or referred to as a flight of the
Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier’s
name, designator Code and/or flight number.
“Marks” has the meaning assigned to such term in Section 13.1.
“Mutual Emergency Assistance Agreement” means the agreement between the Parties relating to
provision of assistance by one Party to the other Party in the event of aircraft emergency.
“Operating Carrier” means the air carrier having operational control of an aircraft used for a given
Codeshared Flight.
“Operating Carrier Indemnified Party” has the meaning assigned to such term in Section 17.2.
“Parent Carrier” means American or IndiGo, when referenced in relation to another carrier that is not a
party to this Agreement and to which American or IndiGo, as applicable, is Affiliated, as applicable.
“Party” or “Parties” means either or both of American and IndiGo, as the context requires.
“Payee” has the meaning assigned to such term in Section 19.5.
“Payor” has the meaning assigned to such term in Section 19.5.
“Person” means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization.
“Premium Codeshared Passenger” means Codeshared Passengers ticketed on “A” and “Y” RBDs of
IndiGo.
“Procedures Manual” means a detailed procedures manual prepared by the Parties for implementing the
transactions contemplated by this Agreement.
“Representatives” has the meaning assigned to such term in Section 25.1.
“Request” has the meaning assigned to such term in Section 25.1.
“Reservations System” means the internal computerized airline passenger or cargo reservations system
used by the personnel of an airline that contains information about flight schedules, fares, cargo rates,
passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the
ability to make reservations and issue tickets or air waybills.
A5
“Rules” has the meaning assigned to such term in Section 22.2.
“SIS” has the meaning assigned to such term in Section 6.3.
“Special Prorate Agreement” means any bilateral agreement, from time to time, between the Parties or
between the Operating Carrier and the Ticketing Carrier, as applicable, relating to the proration of interline
revenue.
“Taxable Amount” has the meaning assigned to such term in Section 19.8.
“Taxes” means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other
charges of a similar nature, including, income taxes, value-added taxes, sales taxes, excise taxes,
transactional taxes, GST, exchange control taxes and/or fees, and interest and penalties related to the
foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority.
“TCN” means Transaction Control Number, which represents an electronic collection of all the sales
information contained on the auditor's coupon of a ticket.
“TCN Codeshare Agreement” means an agreement between the Parties to be filed with ATPCO listing
the range of Marketing Flight numbers and supporting the release of certain ticket sales information by
ATPCO to the Operating Carrier of a Codeshared Flight.
“Termination Date” means 23:59 Coordinated Universal Standard Time on the date provided in the notice
of termination given in accordance with Section 16.1.
“Ticket Taxes” means any transactional taxes or passenger facility charges, including, sales taxes, use
taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, surcharges and
travel taxes, and all related charges, fees, licenses or assessments (and any interest or penalty thereon)
imposed on passengers (or which air carriers or their agents are required to collect from passengers) by any
authority in any country, or political subdivision thereof or public authority operating therein (including
any national, federal, state, provincial, territorial, local, municipal, port or airport authority) or which are
levied upon passengers by operation of Applicable Law or industry standard.
“Ticketing Carrier” means a carrier whose traffic documents are used to issue a ticket.
“Ticket Handling Fee” means the payment by the carrier lifting the ticket to the Ticketing Carrier for
expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally
by the Parties, of the prorated value billed by the carrier that lifted the ticket.
“US$” or “$” or “Dollars” means lawful currency of the United States of America.
“U.S.” or “United States” means the fifty states of the United States of America, the District of Columbia
and the Commonwealth of Puerto Rico.
B2
Lucknow (LKO), Uttar Pradesh
IndiGo
Madurai (IXM), Tamil Nadu, India
IndiGo
Mangalore (IXE), Karnataka, India
IndiGo
Mumbai (BOM), Maharashtra, India
IndiGo
Nagpur (NAG), Maharashtra, India
IndiGo
Patna (PAT), Bihar, India
IndiGo
Pune (PNQ), Maharashtra, India
IndiGo
Ranchi (IXR), Jharkhand, India
IndiGo
Surat (STV), Gujarat, India
IndiGo
Thiruvananthapuram (TRV), Kerala, India
IndiGo
Udaipur (UDR), Rajasthan, India
IndiGo
Vadodara (BDQ), Gujarat, India
IndiGo
Varanasi (VNS), Uttar Pradesh, India
IndiGo
Vijayawada (VGA), Andhra Pradesh, India
IndiGo
Visakhapatnam (VTZ), Andhra Pradesh, India
IndiGo
Colombo (CMB), Sri Lanka
IndiGo
Male, (MLE), Maldives
IndiGo
C1
ANNEX C
MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES
The Parties agree that international ground and in-flight services should be competitive with other
international carriers operating on the applicable Codeshare Routes, and that the services should remain
competitive as improvements are made by other international carriers. The Parties also agree that the
domestic ground and in-flight services should be competitive with other domestic carriers operating on the
applicable Codeshared Routes, and that the services should remain competitive as improvements are made
by other domestic carriers. Furthermore, the Parties agree that their ground and in-flight services should
meet customer expectations, on an ongoing basis. In order to meet these objectives, IndiGo and American
may from time to time be required to implement service upgrades as mutually agreed upon by the Parties.
Operating standards and general passenger procedures and policies for the Codeshared Flights are detailed
in the Procedures Manual.
The Parties agree to monitor in-flight consumer research on customer priorities and satisfaction.
Benchmarking research will be conducted to prioritize individual product features based on their
importance to overall customer satisfaction and to obtain customer satisfaction ratings for individual
product categories as well as the overall airline experience. Ongoing research will also be conducted during
the term of the contract, to monitor customer satisfaction.
The Parties agree to a review of services, system performance and reservations data exchange,
and agree to take appropriate corrective actions as mutually agreed.
The Operating Carrier agrees to review passenger and baggage mishandling complaints and further, the
Operating Carrier agrees to take the appropriate corrective actions.
If the Operating Carrier fails to meet the standards established by this Annex C or incurs excess aircraft
incidents affecting the Codeshared Flights, the Marketing Carrier, at its discretion, will be entitled to
withdraw its Code from the affected Codeshared Flight(s).
AUTOMATION
The Parties shall develop, design and implement a computer automation system for the operational interface
of each Party’s current computer system in order to provide the highest quality product to Codeshared
Passengers. Each Party will be responsible for the cost and expense associated with modifying its own
computer system. The Parties shall, at a minimum, agree to develop, design and implement the automation
of the following systems to support the Codeshared Flights:
Automated Reservation (PNR) Exchange - The Operating Carrier will accept automatically Codeshared
Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system.
Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement
messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s
computer system.
Airport Check-in - Automation must exist between the Parties so that transiting passengers will not need to
recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and be
provided boarding passes for all segments of such Codeshared Passengers’ itinerary on flights operated by
the Parties.
C2
Hand Back Messages (Post Departure Reconciliation and Close-out) - The Operating Carrier must provide
electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The preferred
format is an IATA-standard Passenger Reconciliation List (PRL).
FACILITIES
The Parties acknowledge the importance of maintaining functional and accurate signs identifying the
Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports
served by the Codeshared Flights. The Operating Carrier shall ensure that ticket counters at each station
will identify prominently the Marketing Carrier, and promote the Marketing Carrier equally to the other
airlines that have a similar cooperative relationship with the Operating Carrier at such airports. The Parties
shall mutually agree on the placement of such signs, subject to the approval of the relevant airport authority
or other lessors.
The Operating Carrier will be responsible for the cost and expense associated with developing and installing
the appropriate signs at airports served by the Codeshared Flights.
Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at
airports served by Codeshared Flights.
GATE AND RAMP HANDLING
The Operating Carrier shall arrange for trained personnel, acceptable to the Marketing Carrier, to handle
all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared
Flights.
PRE-RESERVED SEATING
Pre-Reserved Seating - A mechanism will exist so that pre-reserved seating on the Codeshared Flights will
be available to Codeshared Passengers. The same seat might not be available in case of re-accommodation.
LOUNGE ACCESS AND INFLIGHT AMENITIES
Premium Codeshared Passengers will receive on the day
of departure at the origin of the Codeshared Flight.
All American Codeshared Passengers on Codeshared Flights operated by IndiGo will receive
as American and IndiGo may mutually agree
form time to time.
D1
ANNEX D
FINANCIAL SETTLEMENT
Codeshare Commission
The Codeshare Commission only applies to the Codeshared Flights where either American or IndiGo places
its Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited
to, published fares, unpublished fares, corporate discounts, and net fares. The Codeshare Commission will
apply to all coupons issued for use on a Marketing Flight. The Codeshare Commission for these Codeshared
Flights will be calculated on a basis (separately from the billing for each Marketing Carrier Flight
Coupon) by multiplying the (as determined in accordance with Sections 6.2 and 6.3)
of Marketing Carrier Flight Coupons by the applicable Codeshare Commission percentage, which for
purposes of this Agreement, is detailed in the table below.
Codeshare Commission
First Class Fare
Business Class Fare
Economy Class Fare
The Ticketing Carrier will receive the Interline Service Charge and/or Ticket Handling Fee in addition to
the Codeshare Commission as provided in Section 6.4.
The Codeshare Commission may be renegotiated by and between the Parties at any time by mutual written
consent of the Parties hereto.
E1
ANNEX E
GOVERNMENTAL APPROVALS
American shall secure and maintain the following governmental approvals:
1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the
United States Department of Transportation (“DOT”) to codeshare with IndiGo over the
Codeshared Routes.
2. License from the India Aviation Authority to enter into the codesharing arrangement with IndiGo.
IndiGo shall secure and maintain the following governmental approvals:
1. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Part 212)
to codeshare with American.
F1
ANNEX F
DATA PRIVACY SUPPLEMENT
This Data Privacy Supplement (this “Supplement”) establishes baseline commitments regarding data
privacy and security and represents a set of standard terms applicable to the relationship between American
and IndiGo. This Supplement forms part of the Agreement. In the event of a conflict between the terms of
this Supplement and the rest of the Agreement, or in the event of any duplication in terms or definitions in
this Supplement, the terms of this Supplement will override and only the definitions in this Supplement will
be used in interpreting this Supplement. The term “including” or “includes” means including without
limiting the generality of any description to which such term relates.
A. Compliance with Law. Each Party shall comply with Data Law applicable to such Party in its
performance or receipt of services under the Agreement or to the Processing of Covered Personal Data by
that Party. Each Party represents and warrants that:
(a) as a disclosing Party (the “Providing Party”), it shall not disclose any Covered Personal
Data to the other Party (the “Receiving Party”) save where this is lawful and in a form
which is lawful;
(b) the sharing of the Covered Personal Data pursuant to the Agreement is carried out in
accordance with any notices supplied to and consents, if any, obtained from Data Subjects;
and
(c) it shall not Process any Covered Personal Data other than in accordance with Data Law
applicable to such Party in its performance or receipt of services under the Agreement or
to the Processing of Covered Personal Data by that Party.
B. Use of Covered Personal Data. The Receiving Party shall Process Covered Personal Data solely
for the Purpose and in accordance with the provisions of the Agreement. For clarity, where a Party collects
Personal Data directly from a Data Subject in connection with the Purpose, the collecting Party will be the
Providing Party and the sole data controller in respect of such information retained by the Providing Party
for its own purposes.
C. Data Protection. The Receiving Party shall at all times keep confidential all Covered Personal Data
it Processes pursuant to the Agreement. To the extent the Receiving Party discloses Covered Personal Data
to its employees, officers, representatives, advisers or contractors (“Processors”) who need to know such
information to fulfill the Purpose, the Receiving Party shall ensure its Processors are subject to appropriate
binding written security and confidentiality obligations and will only share such Covered Personal Data
with such parties as reasonably necessary for the performance of the Purpose. The Receiving Party shall
implement appropriate technical and organizational measures, which meet or exceed the requirements of
the Data Laws to which it is subject and industry best practices, to protect Covered Personal Data against
unauthorized or accidental access, loss, alteration, disclosure, destruction or other unauthorized or unlawful
forms of Processing.
D. Assistance. The Receiving Party agrees to provide, upon the Providing Party’s request, reasonable
assistance as may be required for the Providing Party to comply with its obligations under Data Law.
E. Proprietary Rights. For clarity, nothing in this Supplement is intended to waive or limit either
Party’s proprietary rights in or to the Covered Personal Data in this or any other agreements between the
Parties.
F2
F. Definitions. Capitalized terms not defined in this Supplement shall have the meanings given in the
Agreement. The following terms will have the meanings described below in this Supplement:
“Covered Personal Data” means Personal Data which is transferred by or on behalf of a Providing Party
to a Receiving Party pursuant to the Agreement, and any copies or derivatives resulting from the Receiving
Party’s Processing of such Personal Data.
“Data Law” means, as in effect from time to time, any law, rule, regulation, declaration, decree, directive,
statute or other legislative enactment or order, , which is applicable to a Party, issued or enacted by any
domestic or foreign, supra-national, national, state, county, municipal, local, territorial or other government
or bureau, court, commission, board, authority, or agency, anywhere in the world, relating to data security,
data protection and/or privacy, including to the extent applicable to each Party, the General Data Protection
Regulation.
“Data Subject” means an identified or identifiable natural person. An identifiable natural person is one
who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an
identification number, location data, an online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of that natural person.
“General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and
of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data, and any implementing, derivative or related legislation, rule,
regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted from time
to time.
“Personal Data” means any information relating to a Data Subject.
“Privacy Policy” means an entity’s consumer facing online privacy policy that describes how such
entity Processes Covered Personal Data.
“Purpose” has the meaning given in Schedule 1 to this Supplement.
“Process” or “Processing” means any operation or set of operations that is performed upon Covered
Personal Data, whether or not by automatic means, including, but not limited to, obtaining, developing,
producing, collecting, recording, organizing, structuring, accessing, using, adapting, altering, modifying,
retrieving, consulting, copying, reproducing, analyzing, disclosing, disseminating, making available,
aligning, combining, blocking, restricting, transmitting, transferring, selling, renting, storing, retaining,
destroying, deleting, or erasing such data. For the avoidance of doubt, “Process” includes the compilation
or correlation of Covered Personal Data with information from other sources and the application of
algorithmic analysis to create new or derivative data sets from Covered Personal Data.
F3
Schedule 1
Description of Data Processing
1. Categories of Covered Personal Data
The Covered Personal Data concern the following categories:
Full legal names, dates of birth, contact information, passport information or other applicable identification
document information, PNR, travel itineraries and payment information.
2. Categories of Data Subjects
The Covered Personal Data concern the following categories of individuals:
American’s and IndiGo’s Codeshared Passengers.
3. Purpose and processing activities
The Covered Personal Data will be Processed by the Receiving Party for the following purposes and subject
to the following processing activities (collectively, the “Purpose”):
a. With respect to American as the Operating Carrier:
i. The use of IndiGo’s Covered Personal Data to book IndiGo’s customers on flights operated
by American and provide related services (e.g., baggage services), to notify IndiGo’s
customers of any changes to a scheduled flight, if needed, to determine commissions
payable by IndiGo, and the Processing of IndiGo’s Covered Personal Data as described in
the Agreement and to provide the services described in the Agreement; and
ii. Uses of booking or PNR data which are consistent with American’s Privacy Policy; and
iii. Billing of IndiGo for any amounts (i.e. commission) owed by IndiGo under the Agreement,
including for the resolution of any billing disputes; and
iv. Such further purposes which are compatible with the above purposes, including but not
limited to, the establishment, exercise and defence of legal claims, exercise of American’s
rights and performance of American’s obligations in relation to this Agreement and
performance of American’s legal obligations.
b. With respect to IndiGo as the Operating Carrier:
i. The use of American’s Covered Personal Data to book American’s customers on flights
operated by IndiGo and provide related services (e.g., baggage services), to notify
American’s customers of any changes to a scheduled flight, if needed, to determine
commissions payable by American, and the Processing of American’s Covered Personal
Data as described in the Agreement and to provide the services described in the
Agreement; and
ii. Uses of booking or PNR data which are consistent with IndiGo’s Privacy Policy; and
iii. Billing of American for any amounts (i.e. commission) owed by American under the
Agreement, including for the resolution of any billing disputes; and
F4
iv. Such further purposes which are compatible with the above purposes, including but not
limited to, the establishment, exercise and defence of legal claims, exercise of IndiGo’s
rights and performance of IndiGo’s obligations in relation to this Agreement and
performance of IndiGo’s legal obligations.
G1
ANNEX G
TAX DOCUMENTS
SCHEDULE A
Form of Tax Declaration
DECLARATION ON THE LETTER HEAD OF <<Name of the Party>>
To: InterGlobe Aviation Limited
I ………, the undersigned, as the authorized representative of [Insert Name of the Party] hereby declares
and confirm to InterGlobe Aviation Limited that as of this date of this declaration and on each payment
date falling within the current year [Specify the year for which tax document are valid] that:
1. [Insert Name of the Party] is eligible for Tax Treaty benefit and is a resident of [Insert Country of
Residence] as per Article 4 of the Tax Treaty, having PAN [Insert the Indian Permanent Account
Number, if allotted, otherwise write NA]. The term “Tax Treaty” for the purpose of this document is
defined as Double Tax Avoidance Agreement between [Insert Party’s Country of Residence] and the
Republic of India, signed [Insert Relevant Signing Date] including the Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“Tax Treaty”).
(see attached certificate of residence dated [Insert date of the Tax Residency Certificate] issued by the
……[Insert Name of the authority issuing such Tax Residency Certificate]);
2. [Insert Name of the Party] further declare that it is a company and it is incorporated in [Insert Country
of incorporation of the party].
3. Further, the tax identification number of [Insert Name of the Party] in…… [Insert Country of
Residence] is ……….. [Insert Tax Identification Number] having its address [Insert complete address
of the party] with the contact number……[Insert the contact details]and email id…………[Insert
email id].
4. [Insert Name of the Party] further undertake that the Tax Residency Certificate as mentioned above
is valid for the period from …. to …….
5. [Insert Name of the Party] is the beneficial owner of all the amounts payable by InterGlobe Aviation
Limited to [Insert Name of the Party] under this Agreement;
6. [Insert Name of the Party] declares that the services are performed outside India and are also utilised
outside India.
7. [Insert Name of the Party] doesn’t have a permanent establishment in India, as provided for as the
term "permanent establishment" (“PE”) is defined in Tax Treaty or doesn’t have a business connection
(“BC”) as per the provisions of the Indian Income Tax Act, 1961. Even in case [Insert Name of the
Party] has a PE or BC in India, the fee income arising from transaction under the agreement between
IndiGo and [Insert Name of the Party] has no connection with such PE or BC in India.
8. If the PE or BC of [Insert Name of the Party] has at any time any role to play in respect of the
agreement entered into between [Insert Name of the Party] and IndiGo, [Insert Name of the Party]
undertakes to pay the resultant tax liability directly to Tax Authority or if, IndiGo, India, receives any
G2
demand from the Tax Authority in respect of [Insert Name of the Party]’s tax liability, [Insert Name
of the Party] undertake to pay and indemnify IndiGo for any taxes, interest or penalty demanded by
the Tax Authority from IndiGo.
_________________________
Name and Designation:
Date:
EXHIBIT 2
Certificate of Incorporation
EXHIBIT 3
Air Operator Certificate
EXHIBIT 4
Directors, Officers and Key Personnel Information
InterGlobe Aviation Limited
Registered Office: Central Wing, Ground Floor, Thapar House, 124 Janpath, New Delhi-110001, India. F 011-43513200. Email: corporate@goindigo.in
Corporate Office: Level 1, Tower C, Global Business Park, M G Road, Gurgaon-122002, Haryana, India. T+91 124 435 2500. F +91 124 406 8536 goindigo.in
CIN no.: L62100DL2004PLC129768
IndiGo – Leadership Team
SN
Name
Designation
Citizenship
1
Mr. Ronojoy Dutta
Whole Time Director and Chief Executive
Officer
United States of America
(OCI card holder)
2
Mr. Wolfgang Prock-Schauer
President & Chief Operating Officer
Austrian
3
Mr. Willy Boulter
Chief Commercial Officer
British GB
4
Mr. Jiten Chopra
Chief Financial Officer
Indian
5
Mr. Raj Raghavan
Senior Vice President: Human Resources
Indian
6
Vacant / To be appointed
General Counsel
7
Mr. Sanjay Kumar
Chief Strategy & Revenue Officer
Indian
8
Capt. Ashim Mittra
Senior Vice President: Flight Operations
Indian
9
Mr. Riyaz PeerMohamed
Chief Aircraft Acquisition and Financing
Officer
Indian
10
Mr. Sanjeev Ramdas
Executive Vice President Customer Service
Indian
11
Mr. S.C. Gupta
Senior Vice President: Engineering
Indian
12
Ms. Suman Chopra
Senior Vice President: Inflight Services
Indian
13
Capt. Hemant Kumar
Chief of Flight Safety
Indian
Business Address: InterGlobe Aviation Limited (IndiGo), Level 2, Tower C, Global Business Park, M G Road,
Gurgaon – 122 002
b) Indicate if any of these individuals are related to one another by blood or marriage.
Individuals are not related to one another by blood or marriage.
a)
EXHIBIT 5
OST 6411 Insurance Form
EXHIBIT 6
IOSA Compliance Statement
EXHIBIT 7
Waiver of Liability Limitations Under the Warsaw Convention
OST Form 4523
EXHIBIT 8
Initial Codeshare Segments
InterGlobe Aviation Limited
Registered Office: Central Wing, Ground Floor, Thapar House, 124 Janpath, New Delhi-110001, India. F 011-43513200. Email: [email protected]
Corporate Office: Level 1, Tower C, Global Business Park, M G Road, Gurgaon-122002, Haryana, India. T+91 124 435 2500. F +91 124 406 8536 goindigo.in
CIN no.: L62100DL2004PLC129768
6E-AA Code-share Routes
Domestic India
Delhi (DEL) routes
Mumbai (BOM) routes
Bengaluru (BLR) routes
DEL-AMD-DEL
BOM-AMD-BOM
BLR-AMD-BLR
DEL-ATQ-DEL
BOM-ATQ-BOM
BLR-ATQ-BLR
DEL-IXB-DEL
BOM-IXB-BOM
BLR-IXB-BLR
DEL-BDQ-DEL
BOM-BDQ-BOM
BLR-BDQ-BLR
DEL-BLR-DEL
BOM-BLR-BOM
BLR-BHO-BLR
DEL-BHO-DEL BOM-BHO-BOM BLR-BBI-BLR
DEL-BBI-DEL
BOM-BBI-BOM
BLR-MAA-BLR
DEL-MAA-DEL
BOM-MAA-BOM
BLR-CJB-BLR
DEL-CJB-DEL
BOM-CJB-BOM
BLR-DED-BLR
DEL-DED-DEL
BOM-DED-BOM
BLR-DEL-BLR
DEL-GOI-DEL
BOM-DEL-BOM
BLR-GOI-BLR
DEL-GAU-DEL
BOM-GOI-BOM
BLR-GAU-BLR
DEL-HYD-DEL BOM-GAU-BOM BLR-HYD-BLR
DEL-IDR-DEL
BOM-HYD-BOM
BLR-IDR-BLR
DEL-JAI-DEL
BOM-IDR-BOM
BLR-JAI-BLR
DEL-JDH-DEL
BOM-JAI-BOM
BLR-JDH-BLR
DEL-COK-DEL
BOM-JDH-BOM
BLR-COK-BLR
DEL-CCU-DEL
BOM-COK-BOM
BLR-CCU-BLR
DEL-LKO-DEL BOM-CCU-BOM BLR-LKO-BLR
DEL-IXM-DEL
BOM-LKO-BOM
BLR-IXM-BLR
DEL-IXE-DEL
BOM-IXM-BOM
BLR-IXE-BLR
DEL-BOM-DEL
BOM-IXE-BOM
BLR-BOM-BLR
DEL-NAG-DEL
BOM-NAG-BOM
BLR-NAG-BLR
DEL-PAT-DEL
BOM-PAT-BOM
BLR-PAT-BLR
DEL-PNQ-DEL
BOM-PNQ-BOM
BLR-PNQ-BLR
DEL-IXR-DEL BOM-IXR-BOM BLR-IXR-BLR
DEL-STV-DEL
BOM-STV-BOM
BLR-STV-BLR
DEL-TRV-DEL
BOM-TRV-BOM
BLR-TRV-BLR
DEL-UDR-DEL
BOM-UDR-BOM
BLR-UDR-BLR
DEL-BDQ-DEL
BOM-BDQ-BOM
BLR-BDQ-BLR
DEL-VNS-DEL
BOM-VNS-BOM
BLR-VNS-BLR
DEL-VGA-DEL
BOM-VGA-BOM
BLR-VGA-BLR
DEL-VTZ-DEL BOM-VTZ-BOM BLR-VTZ-BLR
SAARC Countries
Delhi (DEL) routes
Mumbai (BOM) routes
Bengaluru (BLR) routes
DEL-CMB-DEL
BOM-CMB-BOM
BLR-CMB-BLR
DEL-MLE-DEL
BOM-MLE-BOM
BLR-MLE-BLR
EXHIBIT 9
Verification
Verification
I have reviewed the documentation and information contained in the Application
of InterGlobe Aviation Ltd. for Exemption and Statement of Authorization and attest that
the information and documentation are true to the best of my knowledge and belief.
________________________
Rajan Malhotra
Associate Vice President
Aeropolitical Affairs & Airline Partnerships
InterGlobe Aviation Ltd. (IndiGo)
________________________
Date
26th October 2021
