<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>smekhalfapoa.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
LIMITED POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Jacob McQuown, Tyler Stahl, and Matthew Bugaj, as long
as such individual is providing services to Upwork Inc., a Delaware
corporation (the "Company"), and each of them, as the undersigned's
true and lawful attorney-in-fact to:
execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, any and all
Form ID, or Form 3, 4, and 5, and any amendments thereto, in
accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations
thereunder;
do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4, and 5, and any amendments thereto, and file such forms
with the United States Securities and Exchange Commission and any
stock exchange or similar authority, if required; and
take any other action of any type whatsoever in connection with the
foregoing that, 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, or 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 and 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 assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act. The undersigned agrees that the Company and each
attorney-in-fact may rely entirely on information furnished orally or
in writing by the undersigned to the Company or such attorney-in-fact.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 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 12/9/2025.
Sabrina Mekhalfa

</TEXT>
</DOCUMENT>
