contract-law intellectual-property employment
Do these terms contradict each other for who owns work created by contractor?
<p>These two sentences are literally side by side and seem to be saying opposite things.</p>

<blockquote>
  <p>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.</p>
</blockquote>

<p>With Deliverables defined as </p>

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

<p>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?</p>

<blockquote>
  <p>would it be interpreted in favor of the person who did not draft the terms?</p>
</blockquote>

<p>Yes, provided that the interpretation is reasonable. That is known as the <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer">doctrine of <em>contra proferentem</em></a>.</p>

<p>Here, the term "<em>deliverables and associated documents</em>" <em>might</em> 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.</p>

<p>The term could refer to items that are not "source code or content", such as the binary files (i.e., executables and DLLs), instructions &amp; 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.</p>

<blockquote>
  <p>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?</p>
</blockquote>

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

<p>No. These do not conflict to me (as a software developer).</p>

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

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

<p>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.</p>

<p>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.</p>
