Form Of Non-competition And Confidentiality

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


2 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 ...