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                                                                  EXHIBIT 10.08


                  NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

         This Agreement is made between ArrowPoint Communications, Inc., a
Delaware corporation (hereinafter referred to collectively with its subsidiaries
as the "Company"), and              (the "Employee").

         In consideration of the employment and/or continued employment of the
Employee by the Company, the Employee and the Company hereby agree as follows:

1.       Non-competition.

         (a) While the Employee is employed by the Company and for a period of
one year after the termination or cessation of such employment for any reason,
the Employee will not directly or indirectly:

                  (i) as an individual proprietor, partner, stockholder,
         officer, employee, director, joint venturer, investor, lender,
         consultant, or in any other capacity whatsoever (other than as the
         holder of not more than one percent of the combined voting power of the
         outstanding stock of a publicly held company), develop, design,
         produce, market, sell or render (or assist any other person in
         developing, designing, producing, marketing, selling or rendering)
         products or services competitive with those developed, designed,
         produced, marketed, sold or rendered by the Company while the Employee
         was employed by the Company; or

                  (ii) solicit, divert or take away, or attempt to divert or to
         take away, the business or patronage of any of the clients, customers
         or accounts, or prospective clients, customers or accounts, of the
         Company which were contacted, solicited or served by the Employee while
         employed by the Company.

         (b) If the Employee violates the provisions of Section 1(a), the
Employee shall continue to be bound by the restrictions set forth in Section
1(a) until a period of one year has expired without any violation of such
provisions.

2.       Non-solicitation.

         (a) While the Employee is employed by the Company and for a period of
one year after the termination or cessation of such employment for any reason,
the Employee will not directly or indirectly recruit, solicit or hire any
employee of the Company, or induce or attempt to induce any employee of the
Company to terminate his/her employment with, or otherwise cease his/her
relationship with, the Company.

         (b) If the Employee violates the provisions of Section 2(a), the
Employee shall continue to be bound by the restrictions set forth in Section
2(a) until a period of one year has expired without any violation of such
provisions.

3.       Proprietary Information.

         (a) The Employee agrees that all information, whether or not in
writing, of a private, secret or confidential nature concerning the Company's
business, business relationships or financial affairs (collectively,
"Proprietary Information") is and shall be the


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exclusive property of the Company. By way of illustration, but not limitation,
Proprietary Information may include inventions, products, processes, methods,
techniques, formulas, compositions, compounds, projects, developments, plans,
research data, clinical data, financial data, personnel data, computer programs,
customer and supplier lists, and contacts at or knowledge of customers or
prospective customers of the Company. The Employee will not disclose any
Proprietary Information to any person or entity other than employees of the
Company or use the same for any purpose (other than in the performance of
his/her duties as an employee of the Company) without written approval by an
officer of the Company, either during or after his/her employment with the
Company, unless and until such Proprietary Information has become public
knowledge without fault by the Employee.

         (b) The Employee agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, laboratory notebooks, program listings, or
other written ' photographic, or other tangible material containing Proprietary
Information, whether created by the Employee or others, which shall come into
his/her custody or possession, shall be and are the exclusive property of the
Company to be used by the Employee only in the performance of his/her duties for
the Company. All such materials or copies thereof and all tangible property of
the Company in the custody or possession of the Employee shall be delivered to
the Company, upon the earlier of (i) a request by the Company or (ii)
termination of his/her employment. After such delivery, the Employee shall not
retain any such materials or copies thereof or any such tangible property.

         (c) The Employee agrees that his/her obligation not to disclose or to
use information and materials of the types set forth in paragraphs (a) and (b)
above, and his/her obligation to return materials and tangible property, set
forth in paragraph (b) above, also extends to such types of information,
materials and tangible property of customers of the Company or suppliers to the
Company or other third parties who may have disclosed or entrusted the same to
the Company or to the Employee.

4.       Developments.

         (a) The Employee will make full and prompt disclosure to the Company of
all inventions, improvements, discoveries, methods, developments, software, and
works of authorship, whether patentable or not, which are created, made,
conceived or reduced to practice by him/her or under his/her direction or
jointly with others during his/her employment by the Company, whether or not
during normal working hours or on the premises of the Company (all of which are
collectively referred to in this Agreement as "Developments").

         (b) The Employee agrees to assign and does hereby assign to the Company
(or any person or entity designated by the Company) all his/her right, title and
interest in and to all Developments and all related patents, patent
applications, copyrights and copyright applications. However, this Section 4(b)
shall not apply to Developments which do not relate to the present or planned
business or research and development of the Company and which are made and
conceived by the Employee not during normal working hours, not on the Company's
premises and not using the Company's tools, devices, equipment or Proprietary
Information. The Employee understands that, to the extent this Agreement shall
be construed in accordance with the laws of any state which precludes a
requirement in an employee agreement to assign certain classes of inventions
made by an employee, this Section 4(b) shall be interpreted not to apply to any
invention which a court rules and/or the Company



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agrees falls within such classes. The Employee also hereby waives all claims to
moral rights in any Developments.

         (c) The Employee agrees to cooperate fully with the Company, both
during and after his/her employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights, patents and other
intellectual property rights (both in the United States and foreign countries)
relating to Developments. The Employee shall sign all papers, including, without
limitation, copyright applications, patent applications, declarations, oaths,
formal assignments, assignments, of priority rights, and powers of attorney,
which the Company may deem necessary or desirable in order to protect its rights
and interests in any Development. The Employee further agrees that if the
Company is unable, after reasonable effort, to secure the signature of the
Employee on any such papers, any executive officer of the Company shall be
entitled to execute any such papers as the agent and the attorney-in-fact of the
Employee, and the Employee hereby irrevocably designates and appoints each
executive officer of the Company as his/her agent and attorney-in-fact to
execute any such papers on his/her behalf, and to take any and all actions as
the Company may deem necessary or desirable in order to protect its rights and
interests in any Development, under the conditions described in this sentence.

5.       Other Agreements. The Employee hereby represents that, except as the
Employee has disclosed in writing to the Company, the Employee is not bound by
the terms of any agreement with any previous employer or other party to refrain
from using or disclosing any trade secret or confidential or proprietary
information in the course of his/her employment with the Company or to refrain
from competing, directly or indirectly, with the business of such previous
employer or any other party. The Employee further represents that his/her
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by the Employee in confidence or in
trust prior to his/her employment with the Company, and the Employee will not
disclose to the Company or induce the Company to use any confidential or
proprietary information or material belonging to any previous employer or
others.

6.       United States Government Obligations. The Employee acknowledges that
the Company from time to time may have agreements with the other persons or with
the United States Government, or agencies thereof, which impose obligations or
restrictions on the Company regarding inventions made during the course of work
under such agreements or regarding the confidential nature of such work. The
Employee agrees to be bound by all such obligations and restrictions which are
made known to the Employee and to take all action necessary to discharge the
obligations of the Company under such agreements.

7.       Miscellaneous.

         (a) No Conflict. The Employee represents that the execution and
performance by him/her of this Agreement does not and will not conflict with or
breach the terms of any other, agreement by which the Employee is bound.

         (b) Not Employment Contract. The Employee acknowledges that this
Agreement does not constitute a contract of employment and does not imply that
the Company will continue his/her employment for any period of time.


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         (c) Interpretation. If any restriction set forth in this Agreement is
found by any court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range of activities or
in too broad a geographic area, it shall be interpreted to extend only over the
maximum period of time, range of activities or geographic area as to which it
may be enforceable.

         (d) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         (e) Waiver of Rights. No delay or omission by the Company in exercising
any right under this Agreement will operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one occasion is effective
only in that instance and will not be construed as a bar to or waiver of any
right on any other occasion.

         (f) Equitable Remedies. The restrictions contained in this Agreement
are necessary for the protection of the business and goodwill of the Company and
are considered by the Employee to be reasonable for such purpose. The Employee
agrees that any breach of this Agreement is likely to cause the Company
substantial and irrevocable damage and therefore, in the event of any such
breach, the Employee agrees that the Company, in addition to such other remedies
which may be available, shall be entitled to specific performance and other
injunctive relief.

         (g) Assignability. This Agreement will be binding upon the Employee's
heirs, executors and administrators and will inure to the benefit of the Company
and its successors and assigns. The Company may assign this Agreement to any
other corporation or entity which acquires (whether by purchase, merger,
consolidation or otherwise) all or substantially all of the business and/or
assets of the Company. The Employee expressly consents to be bound by the
provisions of this Agreement for the benefit of the Company or any subsidiary or
affiliate thereof to whose employ the Employee may be transferred without the
necessity that this Agreement be re-signed at the time of such transfer.

         (h) Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, between the Employee and the Company relating to the subject
matter of this Agreement. This Agreement may not be modified, changed or
discharged in whole or in part, except by an agreement in writing signed by the
Employee and the Company. The Employee agrees that any change or changes in
his/her duties, salary or compensation after the signing of this Agreement shall
not affect the validity or scope of this Agreement.

         (i) Governing Law. This Agreement is governed by and will be construed
as a sealed instrument under and in accordance with the laws of the Commonwealth
of Massachusetts. Any action, suit, or other legal proceeding which is commenced
to resolve any matter arising under or relating to any provision of this
Agreement shall be commenced only in a court of the Commonwealth of
Massachusetts (or, if appropriate, a federal court located within
Massachusetts), and the Company and the Employee each consents to the
jurisdiction of such a court.



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         THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT
AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

WITNESS:                            ARROWPOINT COMMUNICATIONS, INC.




Date:________________________        By:_______________________________

                                    ___________________________________
                                    (print name and title)



                                    Employee



Date:________________________       __________________________________
                                    (signature)


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