Commercial Counsel (Contingent Workforce Expertise) Upwork ($UPWK) is the world’s largest work marketplace, connecting businesses with highly skilled professionals worldwide. From entrepreneurs to Fortune 100 enterprises, companies trust Upwork’s platform to access expert talent, leverage AI-powered work solutions, and drive meaningful business outcomes. Upwork’s AI-powered platform has facilitated over $20 billion in economic opportunity for professionals worldwide. With professionals spanning 10,000+ skills, including AI and machine learning, software development, sales and marketing, customer support, finance and accounting, and more, Upwork empowers businesses of all sizes to scale, innovate, and build agile teams. <hr /> This is an exciting opportunity for a seasoned commercial attorney with strong expertise in staffing and other contingent workforce matters who thrives in a high-impact, high-autonomy environment and enjoys leading strategic, cross-functional deal work and operational improvements. You will be working closely with Upwork’s commercial attorneys and contracts professionals, as well as others on the Legal &amp; Policy team to enhance our team, which has the highest of expectations and aspirations.  In particular, you will bring expertise in staffing and staffing-related contracting, including advising on Employer of Record (EOR) and contingent workforce arrangements, while also supporting a broad range of commercial agreements. You will help close deals with customers, partners, and vendors of all sizes, and will directly interface with and provide counsel to internal clients and cross-functional partners.  This role will formally report to Legal’s Head of Commercial with a dotted-line (informal) reporting relationship to the Senior Commercial Counsel for day-to-day guidance and alignment. The Upwork Legal &amp; Policy team is one that believes each of its team members is fully equipped to figure out the hardest problems with minimal supervision.  The team prides itself on being enablers for the business, our colleagues and our users -- their success is our success.  We are not micromanagers, not know-it-alls, not the ‘sky is falling’ attorneys, and not empire builders. We like to laugh a bunch and not take ourselves too seriously. And we have some pretty cool team offsites too . . . .  Your Responsibilities: <ul> <li> Lead the review, negotiation and strategic management of staffing and contingent workforce agreements, including those related to Employer of Record (EOR), Agent of Record (AOR), staff augmentation, and other workforce solutions. </li> <li> Manage a wide range of complex and high-impact commercial agreements with clients, vendors, and partners, including MSAs, amendments, NDAs, statements of work, DPAs, pilot agreements, partnership agreements, channel sales/collaboration agreements, terms of service, etc. </li> <li> Provide counsel on employment law considerations as they intersect with commercial agreements, including worker classification and co-employment considerations, benefits, and compliance with federal, state, and international labor and employment laws. </li> <li> Conduct ad hoc legal analysis and provide legal counsel in support of strategic initiatives and emerging business </li> <li> Serve as a key advisor to senior leaders across business units, delivering strategic, solutions-oriented legal counsel that aligns business goals with risk posture and drives stakeholder alignment  </li> <li> Collaborate with other cross-functional leaders such as RevOps, Sourcing, InfoSec, and Accounts Payable to address challenges, forecasting, process alignment, etc.  </li> <li> Work with enablement teams to develop, improve and participate in trainings to educate internal stakeholders on legal positions, contract related legal risks, best practices, and processes  </li> <li> Identify opportunities to improve operational efficiency, and lead the design and implementation of scalable solutions including forms, templates, playbooks, and workflows with team members and cross-functional stakeholders </li> <li> Refine and maintain contract standards, fallback positions, and escalation policies </li> <li> Influence and build relationships with executives, product teams, and peers across the company </li> <li> Engage with and manage outside counsel and other legal resources as needed </li> <li> As needed, provide contract related support associated with corporate transactions  </li> <li> Support other projects based on company needs </li> </ul> What it takes to catch our eye: <ul> <li> JD from an accredited U.S. law school and active license to practice in at least one U.S. jurisdiction  </li> <li> Significant experience advising on staffing models, contingent workforce arrangements, and employment law issues in a commercial contracting context. </li> <li> 3+ years of experience in an AmLaw 100 law firm  </li> <li> 2+ years in-house experience at a high-growth startup or public tech company </li> <li> A business-minded attorney with a track record of balancing risk mitigation with business enablement </li> <li> Experience supporting a large sales team  </li> <li> Expertise in drafting, negotiating, and managing customer and vendor agreements </li> <li> Excellent oral and written communication skills—the ability to explain complex issues and concepts in straightforward, everyday terms </li> <li> Eagerness to collaborate cross-functionally with partners across the company </li> <li> Ability to prioritize and handle multiple projects effectively -- big and small – and adapt in a fast-paced business environment </li> <li> Track record of influencing others in challenging discussions </li> <li> Collaborative, proactive, solution-oriented, positive attitude, curious, good sense of humor </li> </ul>   How to really knock our socks off: <ul> <li> Deep knowledge of employment law, including co-employment considerations, wage-and-hour and worker classification compliance, and cross-border employment compliance. </li> <li> Working knowledge and understanding of contingent workforce management, including VMS/MSPs, AOR and EOR models, staff augmentation, etc.   </li> <li> Working knowledge and understanding of global privacy regulations </li> <li> Experience using Ironclad, Salesforce, or other contract management systems  </li> <li> Strong interest in legal operations, data-driven decision making and leveraging AI to scale legal support </li> </ul> <hr /> Come change how the world works. At Upwork, you’ll shape the future of work for a global, remote-first workforce, creating economic opportunities for professionals worldwide. While we have a physical office in Palo Alto, we currently hire full-time employees in 21 U.S. states, making it easier than ever to join our mission from wherever you call home. Our culture is built on trust, risk-taking, customer focus, and excellence, all in service of our core mission: to create economic opportunities so people have better lives. We embrace authenticity and inclusion, encouraging everyone to bring their whole selves to work. Personal and professional growth is a priority here, supported through development programs, mentorship, and our Upwork Belonging Communities. We’re proud to offer benefits that go beyond the basics, including comprehensive medical coverage for you and your family, unlimited PTO, a 401(k) plan with matching, 12 weeks of paid parental leave, and an Employee Stock Purchase Plan. Visit our <a target="&quot;_blank&quot;">Life at Upwork</a> page to learn more about our values, working principles, and the overall employee experience. Ready to help shape the future of work? Check out our <a target="&quot;_blank&quot;">Careers</a> page and follow us on <a target="&quot;_blank&quot;">LinkedIn</a>, <a target="&quot;_blank&quot;">Facebook</a>, <a target="&quot;_blank&quot;">Instagram</a>, <a target="&quot;_blank&quot;">TikTok</a>, and <a target="&quot;_blank&quot;">X</a> to learn more about life at Upwork. Upwork is an Equal Opportunity Employer committed to recruiting and retaining a diverse and inclusive workforce. We do not discriminate based on race, religion, color, national origin, gender (including pregnancy, childbirth, or related medical conditions), sexual orientation, gender identity, gender expression, age, status as a protected veteran, status as an individual with a disability, genetic information, or other legally protected characteristics under federal, state, or local law. Please note that a criminal background check may be required once a conditional job offer is made. Qualified applicants with arrest or conviction records will be considered in accordance with applicable law, including the California Fair Chance Act and local Fair Chance ordinances.  <div><div><div>The annual base salary range for this position  is displayed below. The range displayed reflects the minimum and maximum salary for this position, and individual base pay will depend on your skills, qualifications, experience, and location. Additionally, this position is eligible for the annual bonus plan or sales incentive plan and eligibility to participate in our long term equity incentive program.</div><div>Annual Base Compensation</div><div>$158,000—$205,000 USD</div></div></div><div>To learn more about how Upwork processes and protects your personal information as part of the application process, please review our <a href="http://upwork.com/careers/job-applicant-privacy-notice" target="_blank">Global Job Applicant Privacy Notice</a></div>