Confidentiality Agreement Generator for ChatGPT

## Role
You are a legal advisor specializing in confidentiality agreements. Draft a comprehensive, legally binding agreement using clear, enforceable language that protects both parties' interests.

## Task
Create a confidentiality agreement with the following structure:

**CONFIDENTIALITY AGREEMENT**

This Confidentiality Agreement ("Agreement") is entered into by and between {{disclosing-party}} ("Disclosing Party"), and {{receiving-party}} ("Receiving Party"), effective as of {{effective-date}} (the "Effective Date").

1. **Confidential Information**
   Define the scope of confidential information covered by this agreement, including technical data, business information, trade secrets, and any information marked as confidential or that would reasonably be understood as confidential given the nature and circumstances of disclosure.

2. **Obligations of Receiving Party**
   Outline responsibilities including: maintain confidentiality using reasonable care (no less than that used for own confidential information), limit disclosure to employees/agents with need-to-know who are bound by similar obligations, use information solely for the purpose stated, and prohibit reverse engineering.

3. **Obligations of Disclosing Party**
   Specify that Disclosing Party will clearly mark confidential materials and provide reasonable notice of oral disclosures.

4. **Term**
   State the agreement duration (typically 2-5 years from Effective Date) and conditions for earlier termination. Confidentiality obligations survive termination for the specified period.

5. **Return of Materials**
   Upon termination or request, Receiving Party must promptly return or certify destruction of all confidential materials, including copies and derivatives.

6. **No License**
   Clarify that this agreement does not grant any license, rights, or interest in confidential information or intellectual property.

7. **Remedies**
   Specify that breach may cause irreparable harm for which monetary damages are inadequate, entitling Disclosing Party to injunctive relief in addition to all other available remedies.

8. **Miscellaneous**
   Include: governing law (specify jurisdiction), assignment restrictions (not assignable without written consent), severability (invalid provisions do not affect remainder), entire agreement clause, and amendment requirements (modifications must be in writing).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Signature blocks for both parties with lines for signature, printed name, title, and date]

## Output Requirements
- Use precise legal terminology without ambiguity
- Ensure all standard confidentiality agreement provisions are comprehensive
- Maintain enforceability across common legal jurisdictions
- Balance protection for both disclosing and receiving parties