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These two sentences are literally side by side and seem to be saying opposite things.

All deliverables and associated documents...developed by Contractor during the term of this Agreement shall belong to Agents or its clients for whom work is being performed by Contractor. Contractor retains all rights to source code or content, pre-existing code or content...or other methods it may employ in the course of creating deliverables for Agent.

With Deliverables defined as

Software provided in object and/or source format or documentation or any other materials required by Contractor by Agent...

In this scenario would it be interpreted in favor of the person who did not draft the terms? In general, does position in contract matter where a term occurs? For example if term A) is written on line 10 and term B) is written on line 11, is it reasonable to assume term B) takes precedence or modifies term A?

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    I don't see a contradiction. Deliverables and associated documents belong to Agent, source code and content used to create the deliverables belongs to Contractor. – Nate Eldredge Jun 6 '20 at 21:06
  • @NateEldredge I added definition of Deliverables – AceCool Jun 8 '20 at 5:49
  • @NateEldredge I think the OP is concerned with deliverables that include source code. – Paul Johnson Jun 8 '20 at 14:58
  • @PaulJohnson one thing I don't get is whether or not the source code and the executable are considered the same thing in terms of IP. In comments bellow, it is stated that the binary is just a translation of source code so it is the same IP. So then if it's the same, obviously the Agent will get some deliverable which they will own the rights to, so wouldn't that mean they would own the rights to everything i.e. if they are delivered a binary and get rights to it, then they have rights to the source code too since it's just a translation? – AceCool Jun 8 '20 at 15:47
  • @AceCool No, thats not how it works. The source code is considered the original work. The binary is a derivative, but it is not the same. Being entitled to a copy of the binary does not entitle you to the source code used to generate it. – Paul Johnson Jun 8 '20 at 16:03
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would it be interpreted in favor of the person who did not draft the terms?

Yes, provided that the interpretation is reasonable. That is known as the doctrine of contra proferentem.

Here, the term "deliverables and associated documents" might entail a contradiction if that term [allegedly or literally] encompasses "source code or content". That depends on what definition(s) of "deliverables and associated documents" can be adduced from the contract.

The term could refer to items that are not "source code or content", such as the binary files (i.e., executables and DLLs), instructions & documentation on how to operate and troubleshoot the application, and so forth. In that case, there would be no contradiction because there is no overlap between these items and the source code.

if term A) is written on line 10 and term B) is written on line 11, is it resonable to assume term B) takes precedence or modifies term A?

No. The sequence of clauses/terms itself does not determine which one outweighs or qualifies the other. Instead, the language used in the contract is indicative of the parties' intent and therefore how the terms of that contract relate to each other.

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  • I added definition of Deliverables to the main question. It would seem that a contradiction does exist. – AceCool Jun 8 '20 at 5:49
  • Isn't it possible that two people hold the rights to something at once? – AceCool Jun 8 '20 at 5:50
  • It makes no sense to transfer ownership of "executable files" or binary files" separately from source code. Binary files are a translation from one language (such as Java, C++, COBOL, etc.) to another (specifically machine code). That's like saying "I own the Esperanto copyright, and you retain the ownership English copyright". One might supply a license to whatever language, but not ownership of the copyright. – sharur Jun 8 '20 at 6:27
  • @AceCool The sloppy use of connectives in the definition creates ambiguity. Thus, the contractor may invoke contra proferentem to argue that he is complying with the definition as long as he delivers the object file (i.e., without necessarily delivering the source code). "Isn't it possible that two people hold the rights to something at once?" Yes, but that possibility does not preclude the effect(s) of contra proferentem on an ambiguous or contradictory clause. – Iñaki Viggers Jun 8 '20 at 8:17
  • @sharur "It makes no sense to transfer ownership of "executable files" or binary files" separately from source code". I highly doubt that each and every time you have acquired an executable or application (for free or otherwise) you have been given its source code as well. "One might supply a license to whatever language, but not ownership of the copyright". For what matters, here the clause provides that the "Contractor retains all rights", which logically includes any rights stemming from ownership. – Iñaki Viggers Jun 8 '20 at 8:20
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No. These do not conflict to me (as a software developer).

The deliverables, as defined, are owned by the employer (or its clients), not the contractor. The emphatic point of what the Contractor owns is:

Contractor retains all rights to source code or content, pre-existing code or content...or other methods it may employ in the course of creating deliverables for Agent

In software development, it is very common that in addition to the deliverables, it is necessary/good practice to create other software as well. For example, you might develop software to mock inputs from a client's not-built or not-accessible website, to ensure that your program reacts appropriately. Per this contract, ownership of such a tool would remain with the contractor who created it.

By way of analogy, suppose one hired a blacksmith to make an iron sculpture. In order to make it, the blacksmith would need to use a special, custom built hammer, and they make it themselves. Under the above contract, ownership of the sculpture belongs to the employer, or their client, but the hammer remains the property of the smith.

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