POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and
appoints Brian Levey, Jacob McQuown, and Tyler Stahl, and each of
them,
as the undersigned's true and lawful attorney in fact to
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as a representative of Upwork Inc. the Company, any and all
Form ID, or Form 3, 4 or 5 reports and any amendments thereto
required
to be filed by the undersigned in accordance with Section 16a of the
Securities Exchange Act of 1934, as amended the Exchange Act, and
the rules thereunder with respect to transactions in the Company's
securities
2. do and perform any and all acts for and on behalf of the
undersigned
which may be necessary or desirable to complete and execute any such
Form
ID, or Form 3, 4 or 5 report and any amendments thereto and timely
file
such report with the U.S. Securities and Exchange Commission and any
stock exchange or similar authority
3. take any other action of any type whatsoever in connection with
the
foregoing which, in the opinion of such attorney in fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney in fact on behalf of the undersigned, pursuant to this Power
of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney in fact may approve in his or her
discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing
whatsoever requisite, necessary, and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney in fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned
acknowledges that no such attorney in fact, in serving in such
capacity at the request of the undersigned, is hereby assuming,
nor is the Company hereby assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Form 3, 4 or 5 reports
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of April 5, 2024.
/s/ Dave Bottoms