Exhibit 10.11


 


GENERAL RELEASE AND 


SEPARATION AGREEMENT


 


This General Release
and Termination Agreement (“Agreement”) is made and entered into by and between Upstream Worldwide, Inc., a Delaware
corporation (“UPST”), and Chuck Wallace (the “Employee”). The following confirms the terms and conditions
of a mutually agreed upon General Release and Termination between the Company and the Employee. For purposes of this Agreement,
the term “Company” shall include UPST and all of its affiliates.


 


1.                 
Termination of Employment. The cessation of the Employee’s employment with the Company shall be effective
December 30, 2011 (the “Termination Date”). The Employee will receive all salary and benefits up to and including the
Termination Date. Pay through the Termination Date, in addition to all accrued, but unused PTO time will be paid on the last pay-date
of January 14th, 2011. All compensation and benefits will cease to accrue or be earned by the Employee after the Termination
Date.


 


(a)Additional
Consideration. To be considered as additional consideration for dutifully performing Employee’s obligations under this
Agreement and the Additional Services as defined below, the performance or lack thereof of the Additional Services to be determined
in the sole discretion of the Company, the Employee shall receive salary in full paid until December 30, 2011 as long as this separation
agreement is signed (the “Additional Consideration”):


 


(b)Trade Secrets
of the Company. The Employee acknowledges that he has had access to, and has become acquainted with, various trade secrets
which are owned by the Company, and/or it’s affiliated, related, parent or subsidiary corporations, and which are regularly
used in the operation of the businesses of such entities. The Employee shall not disclose such trade secrets, directly or indirectly,
or use them in any way. All files, contracts, manuals, reports, letters, forms, documents, notes, notebooks, lists, records, documents,
customer lists, vendor lists, purchase information, designs, computer programs and similar items and information, relating to the
business of the Company, whether prepared by the Employee or otherwise, shall remain the exclusive property of the Company.


 


(c)Return of
Property. By the Termination Date, the Employee shall return to the Company all property of such entity that the Employee has
in his possession, custody or control such as, personal computer, office equipment, forms, manuals, documents, client files, computer
disks, personnel files, or any other materials of the Company.


 


(d)Deletion
of Confidential Information. By the Termination Date, the Employee shall delete all Company confidential information from the
Employee’s personal laptops, home computers, PDAs, disks, data storage devices or similar types of property.


 


 


(e)Stock Options. 
On or before Feb 1, 2011, Company will issue Employee common stock ownership rights in the form of an option to purchase 500,000
(five hundred thousand) shares of the Company’s common stock (the “Stock Option”). The Stock Option will include,
among other terms: 1) That the Stock Option is fully vested with the Employee upon issuance as to the entire 500,000 shares; 2)
An exercise price of $.20 (twenty cents) per share; 3) That the Company will provide the means for the Employee to execute a cashless
exercise of the Stock Option through the Company; 4) That the Company will fully register by March 31, 2012, under the Securities
Act of 1933 and all required or applicable State securities laws, all of the 500,000 shares of common stock underlying the Stock
Option; and 5) An exercise period for the Stock Option of 10 (ten) years from the Termination Date.


 



    	 



    	 	



    



 


(f)Additional
Services.  Employee will provide advisory services to the Company pursuant to a separate advisory agreement, for the term
stipulated in that agreement.


 


(g) Termination
Payment. Company shall pay Employee a one-time payment, in addition to any other payments due under this Agreement, of $20,000
(twenty thousand dollars). This payment will be made on January 14th.


 


2.Release of Known
and Unknown Claims by the Employee. In consideration for this Agreement, and excepting only the obligations created in this
Agreement, the Employee hereby releases and discharges the Company and their related, affiliated, parent, and subsidiary entities,
as well as their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agents,
from any and all claims, demands, liabilities, suits or damages, whether known or unknown, of any type or nature including, but
not limited to those claims arising from or in any way related to the Employee’s employment with the Company, or the termination
thereof.


 


This release specifically
includes, without limitation, all claims for wrongful discharge, breach of express or implied contract, defamation, fraud, misrepresentation,
compensatory and/or other relief relating or in any way connected with the terms, conditions, and benefits of employment, discrimination
based on race, color, sex, religion, national origin, age, marital status, handicap and medical condition, and/or all claims arising
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the
Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, 42 U.S.C. § 2000e et seq., the
Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family
and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Older Workers Benefit Protection Act of 1990, the Occupational
Safety and Health Act of 1970, the Worker Adjustment and Retraining Notification Act of 1989, the Sarbanes-Oxley Act of 2002, the
Florida Civil Rights Act of 1992, the Florida Minimum Wage Act, Florida Workers’ Compensation Law, Florida and Federal Whistleblower’s
Law, COBRA, as well as any other federal, state, or local statute, regulation, or common law regarding
employment, employment discrimination, termination, retaliation, equal opportunity, or wage and hour. 


 


3.No Admission
of Liability. By entering into this Agreement, the Company does not suggest or admit to any liability to the Employee, of any
type or nature, or that it violated any law or any duty or other obligation to the Employee.


 


4.Compliance with
the Age Discrimination in Employment Act of 1967.


 



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(a)If the Employee
is 40 years of age or older upon the Termination Date, this Section 4(a) shall apply. The Employee acknowledges and agrees that
he was provided twenty-one (21) days to consider this Agreement and to consult with counsel and the Company has advised the Employee
of his right to do so. To the extent that the Employee has taken less than twenty-one (21) days to consider this Agreement, the
Employee acknowledges that he has had sufficient time to consider the Agreement and to consult with counsel and that he did not
desire additional time. The terms of this Agreement will not become effective or enforceable for seven (7) calendar days following
the date of execution of this Agreement by both parties (the “Effective Date”), during which time the Employee may
revoke this Agreement by notifying the undersigned representative of the Company in writing by registered letter.


 


(b)If the Employee
is less than 40 years of age upon the Termination Date, this Section 4(b) shall apply. The terms of this Agreement will become
effective and enforceable on the date of execution of this Agreement by both parties (the “Effective Date”).


 


5.Confidentiality.
The Employee agrees that neither he nor any of his agents or representatives will disclose, disseminate and/or publicize, or cause
or permit to be disclosed, disseminated or publicized, the existence of this Agreement, any of the terms of this Agreement, or
any claims or allegations which the Employee believes he could have made or asserted against the Company, specifically or generally,
to any person, corporation, association or governmental agency or other entity except: (i) to the extent necessary to report income
to appropriate taxing authorities; (ii) in response to an order of a court of competent jurisdiction or subpoena issued under the
authority thereof; or (iii) in response to any inquiry or subpoena issued by a state or federal governmental agency; provided,
however, that notice of receipt of such order or subpoena shall be faxed to Upstream Worldwide, Inc. - attention Daniel Brauser,
(954) 915-1525 within 72 hours of the Employee’s receipt of such order or subpoena, so that the Company will have the opportunity
to assert what rights it has to non-disclosure prior to the Employee’s response to the order, inquiry or subpoena. The Employee
also agrees to maintain all information regarding the Company’s clients or internal Company policies or procedures as strictly
confidential and shall not disclose them to third parties.


 


6.Effect of Violations
by Employee. The Employee agrees and understands that any action by him in violation of this Agreement shall void the Company’s
payment to the Employee of the Additional Consideration and shall require immediate repayment by the Employee of the value of the
Additional Consideration paid to the Employee by the Company pursuant to this Agreement, and shall further require the Employee
to pay all reasonable costs and attorneys' fees in defending any action the Employee brings, plus any other damages to which the
Company may be entitled.


 


7.Non-Disparagement.
The Employee agrees not to disclose any information or make or publish any statement or do any other thing that may tend to harm
or prejudice the reputation or good name of the Company or any of its officers, directors, or employees.  The Employee agrees
not to say or do anything to or in relation to officers, directors, employees, clients, customers, agents, or representatives of
the Company that is adverse or prejudicial to the Company, or inconsistent with the management or policies of the Company.


 



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8.Non-Solicitation
and Non-Competition


 


(a)     Non-Solicitation
of Employees of the Company. For a period of two years from the Termination Date, the Employee agrees that he shall not, directly
or indirectly, request, recommend or advise any employee of the Company to terminate his employment with the Company, or solicit
for employment or recommend to any third party the solicitation for employment of any person who, at the time of such solicitation,
is employed by the Company.


 


(b)Non-Competition
with the Company. For a period of two years from the Termination Date, the Employee (individually or in association with, or
as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person,
firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company within
any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time
of termination of employment or where the Company had a formal plan during the period of the Employee’s employment with the
Company to engage in business within one (1) year of the date of termination of employment.


 


(c)Non-Solicitation
of Customers of the Company. For a period of two years from the Termination Date, the Employee, directly or indirectly, will
not seek nor accept business which is the same or similar to the Company’s business (the “Prohibited Business”)
from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business
from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating
to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement,
the term “Customer” means any person, firm, corporation, limited liability company, partnership, association or other
entity to which the Company or any of its affiliates sold or provided goods or services during the 12-month period prior to the
time at which any determination is required to be made as to whether any such person, firm, corporation, limited liability company,
partnership, association or other entity is a Customer.


 


 


(d)No Payment. The Employee
acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings
in this Section 8, and confirms he has received adequate consideration for such undertakings.


 


9.No Cooperation
with Third Party Claims Against the Company. The Employee agrees that he will not participate, cooperate or assist any person(s)
or entity with respect to any claim, lawsuit, proceeding or action that any such person or entity may have against the Company,
directly or indirectly.


 


10.Withholding. 
Notwithstanding anything contained herein to the contrary, the Company may withhold from any and all amounts payable to Employee
under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


 



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11.Waiver and
Modification. The failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision
or to affect either the validity of this Agreement or the right of any party to enforce the Agreement. This Agreement may be modified
or amended only by a written agreement executed by the Employee and the undersigned representative of the Company.


 


12.Integration.
This Agreement constitutes a single, integrated written contract expressing the entire agreement of the parties hereto relative
to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by
any party hereto.


 


13.Severability.
In the event that any provision of this Agreement should be held to be void, voidable, or unenforceable, the remaining portions
hereof shall remain in full force and effect.


 


14.Applicable
Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,
without regard to its conflicts of law principles. Any dispute regarding this Agreement or the Employee’s employment shall
be resolved in the Courts located in Broward County, Florida, without a jury (which is hereby expressly waived).


 


15.Headings not
Controlling. Headings are used only for ease of reference and are not controlling.


 


16.Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


17.Employee Cooperation
with Company. At the request of the Company, the Employee agrees to cooperate with the Company in connection with any litigation,
investigation or regulatory matters in which Employee may have relevant knowledge or information. This cooperation shall include,
without limitation, the following: (i) to meet and confer, at a time mutually convenient to Employee and the Company, the
Company’s attorneys for trial preparation purposes, including answering questions, explaining factual situations, preparing
to testify, or appearing for deposition; (ii) to appear for trial and give truthful trial testimony without the need to serve
a subpoena for such appearance and testimony; (iii) to give truthful sworn statements to the Company’s attorneys upon
their request and, for purposes of any deposition or trial testimony, to adopt the Company’s attorneys as Employee’s
own (provided that there is no conflict of interest that would disqualify the attorneys from representing the Employee), and to
accept their record instructions at deposition.


 


 


 


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PLEASE READ CAREFULLY. THIS AGREEMENT
CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.














	Dated: December 27, 2011	/s/ Daniel Brauser
	 	Daniel Brauser
	 	Chief Financial Officer
	 	Upstream Worldwide, Inc.







 


I have carefully read this Agreement and
understand that it contains a release of known and unknown claims. I acknowledge and agree to all of the terms and conditions of
this Agreement. I further acknowledge that I enter into this Agreement voluntarily with a full understanding of its terms.


 


 





	Dated: December 27, 2011	/s/ Chuck Wallace
	 	Chuck Wallace
	 	Address for Notice: 2301 Ray Drive
	 	Burlingame, CA 94010







 



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