<PAGE>

                                                                   Exhibit 10.33

                             [FIELDWORKS LETTERHEAD]

                            NON-DISCLOSURE AGREEMENT
                    (FieldWorks, Inc. disclosing information)


This Agreement is made as of the date of execution by FieldWorks ("Execution
Date"), by and between FieldWorks, Inc., a Minnesota Corporation, (hereinafter
"FieldWorks"), located at 7631 Anagram Drive, Eden Prairie, MN 55344, Phone
612/974-7000, Fax 612/974-7099 and

       Company:
                 -------------------------------------------
       Address:
                 -------------------------------------------

                 -------------------------------------------
     Telephone:  Voice:
                         -----------------------------------
                   FAX:
                         -----------------------------------

(hereinafter the "COMPANY").

FieldWorks or its affiliates intend to disclose to Company certain Confidential
Information for use only in discussions with FieldWorks and otherwise as
FieldWorks specifies. Both parties wish to clarify their confidential
relationship, and agree as follows:

     1. "Confidential Information" means information which FieldWorks considers
confidential and secret including without limitation: FieldWorks research,
development, software, purchasing, accounting, engineering, marketing
merchandising, selling, leasing, servicing, finance and business systems and
techniques, which are not generally known outside FieldWorks or its subsidiaries
or affiliates. All information Company obtains relating to FieldWorks which
Company has reasonable basis to believe to be Confidential Information or which
is treated by FieldWorks as being Confidential Information shall be presumed to
be Confidential Information. Confidential Information shall not include
information Company had prior to receiving Confidential Information from
FieldWorks or information in the public domain.

     2. FieldWorks may provide blueprints, specifications, drawings, materials,
software listings, schematics, financial information, or other data or documents
to Company which FieldWorks considers to be Confidential Information. Company
acknowledges that FieldWorks is the owner of the Confidential Information.
Company agrees to keep such Confidential Information secret and confidential and
agrees not to disclose it to third parties without FieldWorks prior written
permission. Company further agrees that it will not disclose the Confidential
Information to anyone within its company other than those people with a need to
know it and Company will not use any Confidential Information for any purpose,
other than discussions or business dealings with FieldWorks, without FieldWorks
prior written permission.

     3. All written information delivered by FieldWorks to Company pursuant to
this agreement shall remain the property of FieldWorks, and Company shall
promptly return to FieldWorks all such written information and any copies of it
upon FieldWorks request or termination of this Agreement.

     4. Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise to Company, whether express or
implied, for any Confidential Information, invention, discovery, or improvement.

     5. This Agreement shall be governed by the laws of the State of Minnesota.
This Agreement may not be amended except in writing and signed by both parties.

     6. This Agreement shall cover disclosures FieldWorks makes to Company
within two (2) years after the Execution Date. The restrictions on an item of
Confidential Information set forth in paragraph 2 shall continue until the
earlier of five (5) years after FieldWorks discloses such item of Confidential
Information to Company or such Confidential Information becomes generally
available to the public through no fault of the Company.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives below.

<TABLE>
      <S>                                                          <C>
                 FieldWorks Incorporated
      ------------------------------------------------             -------------------------------------------------
                                                                                  (name of COMPANY)

      ------------------------------------------------             -------------------------------------------------
         (signature of Authorized Representative)                      (signature of Authorized Representative)

      ------------------------------------------------             -------------------------------------------------
          (print Authorized Representative name)                        (print Authorized Representative name)

      ------------------------------------------------             -------------------------------------------------
                          (title)                                                      (title)
</TABLE>


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                        MUTUAL NON-DISCLOSURE AGREEMENT
            (FieldWorks, Inc. disclosing and receiving information)

<TABLE>
      <S>                                                          <C>

      ------------------------------------------------             -------------------------------------------------
                     (Execution Date)                                                   (date)
</TABLE>

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